Common use of Recapture Clause in Contracts

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 lease.

Recapture. Notwithstanding anything In the event that Tenant seeks to the contrary contained in this Article 8, and except make any Transfer for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 terminate this Lease or (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the Transferee 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 terms termination is conditioned upon the execution of a lease between Landlord and the proposed transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent, and (ii) 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 acceptable to Landlord released from any further obligation under this Lease if it is terminated in its sole entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and absolute discretion, Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related shall execute a cancellation and release with respect to the Lease to effect such leasetermination.

Recapture. Notwithstanding anything Except in connection with a Permitted Transfer, if Tenant at any time desires to the contrary contained transfer this Lease or any part thereof, it shall first notify Landlord in this Article 8writing of its desire to do so, and except if such proposed transfer is an assignment of this Lease or a sublease of all or substantially all of the Premises for all or substantially all of the remainder of the Term (such proposed transfer, a Transfer “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 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 Successor Company as defined in Section 8.11 hereinRecapture Transfer, Landlord shall have the option, to be exercised within fifteen (15) days from the date of the receipt of such notice, to require Tenant to execute an assignment to Landlord of this Lease (if Tenant desires to assign this Lease) or a sublease to Landlord of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord. 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 Premises included therein. If Landlord does not exercise such option within such time, or if the proposed transfer is not a Recapture Transfer, Tenant may thereafter assign this Lease or sublet the premises involved, provided Landlord consents thereto, but at a rental not less than offered to Landlord in the notice and not later than one hundred twenty (120) days after delivery of the aforesaid notice unless a further notice is given. In the event Landlord does not exercise its right to terminate this Lease or to sublet a portion of the Premises from Tenant in the event of a 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 respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty Landlord’s consent. Fifty percent (50%) of any Rent accruing to Tenant as a result of such assignment or more sublease which is in excess of the total square footage of the Premises, either the Subject Space or the entire Premises, Rent then being paid by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as excess of the effective date pro rata share of Rent then being paid by Tenant for 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area portion of the Premises retained by Tenantbeing sublet, after deducting therefrom any reasonable costs associated with such transfer (iii) Tenant’s share of Escalations i.e., leasing commissions, tenant improvement allowances, attorneys fees, and any other incidental transaction costs), 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 paid by Tenant 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 leasemonthly as Additional Rent.

Recapture. Notwithstanding anything If Tenant desires to assign this Lease or enter into any sublease of the contrary contained in this Article 8, and except for Premises (other than with a Transfer to a Successor Company as defined in Section 8.11 hereinPermitted Transferee), Landlord shall have the option to terminate this Lease (upon a proposed assignment) or 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 may exercise said option by giving Tenant written notice within twenty (20) days after receipt by Landlord of Tenant’s notice of the proposed assignment or sublease. If Landlord exercises said option, Tenant shall surrender possession of the Premises (upon a proposed assignment) or proposed sublease space to Landlord on the effective date of termination or exclusion of said space from the Premises covered by this Lease, and neither party hereto shall have any future rights or liabilities with respect to the Premises (upon a proposed assignment) said or proposed sublease space under this Lease, except that Tenant shall remain liable for accrued liabilities and defaults. Effective as of the date of termination or exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph, (i) the Rent shall be abated in full (upon termination due to a proposed assignment) or reduced in the same proportion as the number of square feet of Rentable Area contained in the portion of the Premises so excluded bears to the number of square feet of Rentable Area contained in the Premises immediately prior to such exclusion, and (ii) in the case of exclusion due to a proposed sublease, the Rentable Area of the Premises specified in Section 1.01J shall be decreased by the number of square feet of Rentable Area contained in the portion of the Premises so excluded, for all purposes under this Lease. Alternatively, if Tenant desires to enter into any sublease of the Premises (other than with a Permitted Transferee), Landlord shall have the option, in Landlord’s discretion in lieu of its option in the first paragraph of this Section 8.02, to sublet from Tenant the area Tenant desires to sublease (“Leaseback Area”). If Landlord desires to exercise such option, it must notify Tenant of such election within twenty (20) days after Landlord’s receipt of Tenant’s notice of the proposed sublease. If Landlord exercise such option, Tenant automatically shall 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) the Subject SpaceRent hereunder, or (b) if the Subject Space constitutes fifty percent (50%) rent specified in the sublease proposed by Tenant. All other terms and conditions of this Lease shall remain applicable to the Leaseback Area, except such as by their nature or more purport are inapplicable or inappropriate to such Backleasing, or are inconsistent with the further provisions of the total square footage following subsections of this paragraph, which further provisions shall be deemed to be part of the Premisesterms, either the Subject Space or the entire Premisescovenants, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 conditions 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 lease.Backleasing:

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within thirty (30) days after receipt of Tenant’s notice of any proposed Transfer, to recapture the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminateSubject Space. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to the Subject Space, as the case may be, as of the date of said notice. Landlordstated in Tenant’s termination pursuant to this Section 8.4 shall be effective notice as of the effective date of the proposed TransferTransfer (or at Landlord’s option, such notice shall cause the Transfer to be made to Landlord or its agent or nominee, in which case the parties shall execute reasonable Transfer documentation promptly thereafter). If Landlord terminates this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of rentable square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, party the parties shall execute written confirmation of the same). In Tenant shall surrender and vacate the event 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 terminationsublease, Landlord be subleasing more than thirty percent (30%) of the 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 have the right mean any party which directly or indirectly: (i) wholly owns or controls Tenant, (ii) is wholly owned or controlled by Tenant, or (iii) is under common ownership or control with Tenant, or (iv) into which Tenant is merged, consolidated or reorganized, or 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 which all or profit related to such leasesubstantially all of Tenant’s assets are sold.

Recapture. Notwithstanding anything In addition to, but not in limitation of, Landlord’s right to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinapprove of any subtenant or assignee, Landlord shall have the option option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease with respect to (a) the Subject SpaceLease, or (b) if in the Subject Space constitutes fifty percent (50%) or more case of the total square footage a proposed subletting of the Premises, either the Subject Space or less than the entire Premises, to recapture the portion of the 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 to Tenant thereof within the time period specified in Section 8.2 60 days following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. Tenant may at any time, by providing written notice If this Lease shall be terminated with respect to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination entire Premises pursuant to this Section 8.4 Section, the Term shall be effective end on the date stated in Tenant’s notice as of the effective date of the proposed Transfersublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord terminates recaptures under this Lease with respect to less than Section only a portion of the entire Premises: (i) Landlord, the rent during the unexpired Term shall axxxx proportionately. Tenant shall, at LandlordTenant’s own cost and expense, shall construct discharge in full any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; outstanding commission which may be due and Tenant shall be responsibleowing as a result of any proposed assignment or subletting, at its expense, for painting, covering whether or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of not the Premises retained are recaptured pursuant hereto and rented 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, Landlord to the parties shall execute written confirmation of the same)proposed tenant or any other tenant. In the event of such terminationthe recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Landlord Tenant shall have the right to enter into a direct lease pay all costs associated 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 theretoseparation of the recaptured premises from the portion not recaptured, including, any claims for compensation or profit related to such leasebut without limitation, the cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer with respect to a Successor Company an Ownership Change or to an Affiliate, as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 lease.

Recapture. Notwithstanding anything Except in the case of a Permitted Transfer, by written notice to Tenant (the contrary contained “Termination Notice”) within fifteen (15) days following submission to Landlord by Tenant of the information specified in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinsection 21.6, Landlord shall have the option to may (1) terminate this Lease with respect to (a) in the Subject Spaceevent of an assignment of this Lease or sublet of the entire Leased Premises, or (b2) terminate this Lease as to the portion of the Leased Premises to be sublet, if the Subject Space constitutes fifty percent (50%) or more sublet is to be of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease with respect to less than the entire Leased Premises: (i) Landlord. If Landlord elects to terminate under the provisions hereof, at Landlord’s expenseand the area to be terminated is less than the entire Leased Premises, shall construct any demising walls required an amendment to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant this Lease shall be responsible, at its expense, executed in which Tenant’s obligations for painting, covering or otherwise decorating rent and other charges shall be reduced in proportion to the surfaces reduction in the size of the partitions facing Leased Premises caused thereby by restating the remaining Premises retained by Tenant; (ii) description of the Monthly Base Rent Leased Premises, and its monetary obligations hereunder shall be adjusted based on reduced by multiplying such obligations by a fraction, the rentable area numerator of which is the Rentable Area of the Leased Premises retained by Tenant, (iii) Tenant’s share offered for sublease and the denominator 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, which is the parties shall execute written confirmation Rentable Area of the same). In the event of Leased Premises immediately prior to such termination, Landlord shall have the right to enter into a direct lease with the Transferee on such terms as shall be acceptable to determined by Landlord in its sole and absolute discretion. In the event Landlord exercises its termination right pursuant to this Section 21.7, Tenant shall have fifteen (15) days following Landlord’s election to terminate to withdraw its Termination Notice and request to the transfer, and Tenant hereby waives any claims against Landlord related theretoin which case, including, any claims for compensation or profit related to such leasethe Lease shall remain in full force and effect.

Recapture. Notwithstanding anything to the contrary contained in this Article, except with respect to a transfer to a Related Entity as provided in (G) of this Article 821, and except for with respect to a Transfer to a Successor Company which Landlord has consented as defined in Section 8.11 hereinprovided herein or which is explicitly permitted hereunder without Landlord’s consent, Landlord shall have the recapture option described in this Section 21(D). If Tenant desires to offer space within the Premises for sublease for a term (including renewal options) which is equal in length to the remaining term hereunder, less twelve months or less, Tenant shall provide written notice of such intent to Landlord, and Landlord shall have the right, by giving written notice to Tenant within ten (10) days after receipt of Tenant’s notice of any such proposed Transfer, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving date stated in Tenant’s notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed TransferTransfer (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). If Landlord terminates this Lease shall be cancelled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of rentable square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, the parties shall execute written confirmation of the same). In the event of such termination, Landlord shall have no recapture right if (i) Tenant offers the space for sublease for a term (including renewal options) shorter than the remaining term hereunder, less twelve (12) months, or if (ii) Landlord fails to exercise such right to enter into a direct lease with the Transferee on within ten (10) days after receipt of Tenant’s notice of any 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 proposed Transfer or profit related to such leasesublease.

Recapture. Notwithstanding anything Except with respect to the contrary contained in this Article 8, and except for a Transfer to a Successor Company Related Entity in accordance with Section 14.8 below, if the Transfer (i) by itself or taken together with then existing or pending Transfers covers or totals, as defined the case may be, more than thirty-five percent (35%) of the rentable square feet of the Premises, or (ii) is for a term which by itself or taken together with then existing or pending Transfers is greater than fifty percent (50%) of the period then remaining in Section 8.11 hereinthe Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the option 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 serve to terminate this Lease with respect to (a) the proposed Subject Space, or (b) or, if the proposed Subject Space constitutes fifty percent (50%) or more of the total square footage of covers all the Premises, either the Subject Space or it shall serve to terminate the entire PremisesTerm of this Lease, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any timeeither case, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date Proposed Effective Date. However, no termination of this Lease with respect to part or all of the proposed TransferPremises 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 Landlord terminates this Lease is terminated pursuant to the foregoing provisions regarding Landlord's recapture right with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area basis of the Premises proportion of rentable square feet retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; Tenant to the rentable square feet originally demised 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 leaseeffect.

Recapture. Notwithstanding anything to Landlord may recapture the contrary contained Subject Space described in this Article 8the Tenant's Notice if, and except only if, Tenant is seeking to sublet more than fifty percent (50%) of the Premises for a Transfer period equal to a Successor Company as defined or greater than eighty percent (80%) of the remainder of the Term, by giving written notice of recapture to Tenant; provided any such written notice to Tenant shall be given by Landlord within the time periods provided for such written notice in Section 8.11 hereinParagraph 12.2 of this Lease. If such written recapture notice is given, Landlord it shall have the option serve to terminate this Lease with respect to (a) the proposed Subject Space, or (b) or, if the proposed Subject Space constitutes fifty percent (50%) or more of the total square footage of covers all the Premises, either the Subject Space or it shall serve to terminate the entire PremisesTerm of this Lease, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any timeeither case, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date Proposed Effective Date. However, no termination of this Lease with respect to part or all of the proposed TransferPremises 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 R&D Park. If Landlord terminates this Lease is terminated pursuant to the foregoing provisions with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area basis of the Premises proportion of rentable square feet retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; Tenant to the rentable square feet originally demised and (iv) this Lease as so amended shall continue thereafter in full force and effect effect. Notwithstanding anything to the contrary contained in this Lease, within ten (upon request of either party, the parties shall execute written confirmation of the same). In the event 10) business days after Tenant's receipt of such terminationwritten recapture notice, Tenant may deliver to Landlord a written withdrawal notice which shall have the right to enter into a direct lease with the Transferee on such terms as negate and void for all purposes Tenant's request for consent which 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 leasetreated as never having been given.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 that Tenant seeks to make any Transfer (other than a Permitted Transfer) at any time prior to the second (2nd) anniversary of such terminationthe Commencement Date, Landlord shall have the right to enter into terminate this Lease or, in the case of a direct sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be so sublet so that Landlord is thereafter free to lease with the Transferee 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 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 terms as election. Upon such termination, Tenant shall be acceptable to Landlord released from any further obligation under this Lease if it is terminated in its sole entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and absolute discretion, Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related shall execute a cancellation and release with respect to the Lease to effect such leasetermination.

Recapture. Notwithstanding anything Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days or more than ninety (90) days after the date of Tenant's notice), to the contrary contained sell or assign all or any portion of Tenant's interest in this Article 8Lease, and except or to sublet or otherwise transfer the Premises or any portion thereof for a Transfer to a Successor Company as defined in Section 8.11 herein, all or any part of the term hereof. In such event Landlord shall have the option right, to be exercised by giving written notice to Tenant no more than thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more portion of the total square footage Premises therein described as of the Premisesdate stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, either assignee or transferee, as the Subject Space case may be, and shall be accompanied by a true and complete copy of the proposed sublease, assignment or other instrument of transfer, as the entire Premisescase may be, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of with said notice. Landlord’s If said notice shall specify all of the Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to this Section 8.4 shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease foregoing with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces all of the partitions facing Premises, the remaining Premises retained by Tenant; (ii) rent and the Monthly Base Rent Operating Expenses, as defined and reserved hereinabove, shall be adjusted based on a prorata basis to the rentable area number of the Premises square feet 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 leaseeffect.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein11, Landlord shall have the option option, by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s Notice of Proposed Transfer, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage date stated in Tenant’s Notice of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Proposed Transfer as of the effective date of the proposed TransferTransfer (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 ActiveUS 172034323v.3 Transfer documentation promptly thereafter). If Landlord terminates this Lease with respect to less than recaptures the entire PremisesSubject Space, the following provisions shall be applicable: (ia) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (iib) the Monthly Base Rent if this Lease shall be adjusted based cancelled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the rentable area basis of the Premises number of rentable square feet retained by Tenant, (iii) Tenant’s share Tenant in proportion to the number of Escalations shall be equitably adjustedrentable square feet contained in the Premises; 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, ; 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 the Transferee any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for compensation or profit related to such leaselease or occupancy agreement.

Recapture. Notwithstanding anything to Landlord may recapture the contrary contained Subject Space described in this Article 8the Tenant’s Notice if, and except only if, Tenant is seeking to sublet more than fifty percent (50%) of the Premises for a Transfer period equal to a Successor Company as defined or greater than eighty percent (80%) of the remainder of the Term, by giving written notice of recapture to Tenant; provided any such written notice to Tenant shall be given by Landlord within the time periods provided for such written notice in Section 8.11 hereinParagraph 12.2 of this Lease. If such written recapture notice is given, Landlord it shall have the option serve to terminate this Lease with respect to (a) the proposed Subject Space, or (b) or, if the proposed Subject Space constitutes fifty percent (50%) or more of the total square footage of covers all the Premises, either the Subject Space or it shall serve to terminate the entire PremisesTerm of this Lease, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any timeeither case, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date Proposed Effective Date. However, no termination of this Lease with respect to part or all of the proposed TransferPremises 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 R&D Park. If Landlord terminates this Lease is terminated pursuant to the foregoing provisions with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area basis of the Premises proportion of rentable square feet retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; Tenant to the rentable square feet originally demised and (iv) this Lease as so amended shall continue thereafter in full force and effect effect. Notwithstanding anything to the contrary contained in this Lease, within ten (upon request of either party, the parties shall execute written confirmation of the same). In the event 10) business days after Tenant’s receipt of such terminationwritten recapture notice, Tenant may deliver to Landlord a written withdrawal notice which shall have the right to enter into a direct lease with the Transferee on such terms as negate and void for all purposes Tenant’s request for consent which 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 leasetreated as never having been given.

Recapture. Notwithstanding anything In addition to, but not in limitation of, Landlord's right --------- to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinapprove any subtenant or assignee, Landlord shall have the option to terminate this Lease with respect to option, in its sole discretion, (ai) in the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more event of a proposed assignment of the total square footage Premises (other than as an assignment to an assignee permitted by Section 9.1), to recapture the lease and (ii) in the event of any proposed subletting which together with all other then effective sublettings of the Premises, either Premises is in the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as aggregate more than 30% of the effective date Premises (not including in such calculation of the proposed Transfer. If Landlord terminates this Lease with respect Rentable Area so sublet the Rentable Area assigned or sublet to a transferee permitted by Section 9.1(d)), but less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required Premises and that is proposed to segregate commence after the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces expiration of the partitions facing fifth Lease Year, to recapture the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area portion of the Premises retained by Tenantto be sublet, (iii) Tenant’s share as of Escalations the date the subletting is to be effective. The option shall be equitably adjusted; and exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (iv30) days following Landlord's receipt of Tenant's written notice as required above. If Landlord recaptures a portion of the Premises under this Lease as so amended shall continue thereafter in full force and effect (upon request of either partysubparagraph, the parties shall execute written confirmation cooperate in the execution and delivery of an amendment that is reasonable in form and that memorializes the same). In the event occurrence and effect of such termination, recapture. Landlord shall not have the right pursuant to enter into a direct lease this subparagraph (c) to recapture any space with respect to which the Transferee on applicable sublease commenced prior to the expiration of the fifth Lease Year, even though such sublease may continue by its 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 after the expiration of such leasefifth Lease Year.

Recapture. Notwithstanding anything to In addition to, but not in limitation of, the contrary contained foregoing: in this Article 8, and except the event of a request by Tenant for a Transfer Landlord’s consent to a Successor Company as defined in Section 8.11 herein, Landlord shall have proposed assignment of the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty a proposed subletting of forty percent (5040%) or more of the total square footage floor area of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease with respect to less than the entire Premises: (i) Landlord, at Landlord’s expensesole option, may terminate the Lease. Landlord shall construct exercise any demising walls required such option by written notice given to segregate Tenant within thirty (30) days after Xxxxxxxx’s receipt of such request from Tenant, and in each case such termination shall take effect as of the Subject Space from date set forth in Landlord’s said notice, which shall be not less than sixty (60) days and not more than one hundred twenty (120) days after the remaining Premises retained by Tenant; and date of Landlord’s said notice. If Landlord exercises any such option to terminate the Lease, Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area surrender possession of the Premises retained by Tenanton or before the date set forth in Landlord’s notice, (iii) Tenant’s share in accordance with the provisions 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, relating to the parties shall execute written confirmation surrender of the same)Premises at expiration of the Term. In Xxxxxxxx’s failure to exercise such option to terminate the event of such terminationLease shall not be construed as Landlord’s consent to the proposed assignment or subletting. Notwithstanding the foregoing, Landlord Tenant shall have the right to enter into rescind its request for an assignment or sublease within fifteen (15) days after receipt of a direct lease with the Transferee on such terms as notice from Landlord electing to terminate this Lease, in which case Landlord’s termination notice shall be acceptable to Landlord deemed null and void and this Lease shall continue in its sole full force and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to such leaseeffect.

Recapture. Except with 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 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 after the Commencement Date, Tenant shall provide Landlord with a statement and all documentation establishing the cost of Tenant's Work to the Premises paid for by Tenant. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have may not exercise the option to terminate recapture rights provided for in this Lease with respect to (a) the Subject Space, or (b) Section 8.2 if the Subject Space constitutes fifty proposed subletting is for less than twenty five percent (5025%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises retained by Tenant, and terminates not less than three (iii3) 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, years prior to the parties shall execute written confirmation end of the sameremaining term (without giving effect to any renewal or extension right). 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 lease.

Recapture. Notwithstanding anything Except for an assignment to a Related Entity in accordance with the contrary contained provisions of Section 16 of the Lease, in this Article 8the event the sublease or assignment (i) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, and except as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (ii) is for a Transfer to a Successor Company term which by itself or taken together with then existing or pending subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease as defined in Section 8.11 hereinof the time of the Proposed Effective Date, then Landlord shall have the option right, to be exercised by giving written notice to Tenant within Landlord's Response Period or the Second Response Period, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to (a) the Subject Spaceproposed sublease or assignment space, or (b) or, if the Subject Space constitutes fifty percent (50%) proposed sublease or more of the total square footage of assignment space covers all the Premises, either the Subject Space or it shall serve to terminate the entire PremisesTerm of this Lease in either case, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date Proposed Effective Date. However, no termination of this Lease with respect to part or all of the proposed TransferPremises 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 Landlord terminates this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area basis of the Premises proportion of square feet retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; Tenant to the square feet originally demised and (iv) this Lease as so amended shall continue thereafter in full force and effect (upon request of either party, effect. Notwithstanding the parties shall execute written confirmation of the same). In the event of such terminationforegoing, Landlord shall not have the right to enter into recapture the proposed sublease or assignment space if the proposed sublease or assignment is to an entity or party not considered to be a direct lease with 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 Transferee on most recent fiscal year and (b) such terms non-related entity or party agrees to pay ninety percent (90%) of the then Fair Rental Value (as such term is defined in Addendum 1 hereto) of the proposed assignment or sublease space; provided, however, that ninety percent (90%) of Fair Rental Value shall not be acceptable less than the Base Rent and Adjustments to Landlord Base Rent as set forth 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 leasethe Basic Lease Information.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within thirty (30) days after receipt of Tenant's notice of any proposed Transfer, to recapture the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminateSubject Space. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective stated in Tenant's notice as of the effective date of the proposed TransferTransfer (or at Landlord's option, such notice shall cause the Transfer to be made to Landlord or its agent or nominee, in which case the parties shall execute reasonable Transfer documentation promptly thereafter). If Landlord terminates this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of rentable square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, party the parties shall execute written confirmation of the same). In Tenant shall surrender and vacate the event 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 to Transfers under Paragraphs G or H below, or with respect to any sublease where Tenant is not, and will not as a result of such terminationsublease, Landlord shall have be subleasing more than 10,000 square feet of rentable area of the right to enter into a direct lease with Premises, in the Transferee aggregate, unless fewer than twelve (12) months will then remain in the Term on the commencement date of 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 leasesublease.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 that Tenant seeks to make any Transfer of such terminationthe entire Premises for the entire remaining term of the Lease, Landlord shall have the right to terminate this Lease either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord on the Transferee same terms and conditions contained in Tenant’s notice, or (ii) so that Landlord is thereafter free to lease the Premises 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 terms as termination is conditioned upon the execution of a lease between Landlord and the proposed transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent, and (ii) if Landlord elects simply to terminate this Lease, the Lease shall so terminate in its entirety fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be acceptable to Landlord released from any further obligation under this Lease if it is terminated in its sole entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and absolute discretion, Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related shall execute a cancellation and release with respect to the Lease to effect such leasetermination.

Recapture. Notwithstanding anything the foregoing provisions of this Article: (1) in the event Tenant proposes to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, assign or (b) if the Subject Space constitutes fifty percent (50%) or more sublet all of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination Demised Premises other than 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) 14.3, Landlord, at Landlord’s expense's option, shall construct any demising walls may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of the statement required to segregate 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 Subject Space date (referred to as the "Earlier Termination 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 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 so elect to terminate this Lease, Tenant, upon written notice to Landlord given within twenty (20) days of receipt by Tenant of Landlord's notice of termination, may elect to negate such termination by declaring its intent not to proceed with such assignment or subletting; or (2) in the event Tenant proposes to assign or sublet any portion 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 or subletting, a notice electing to eliminate such portion of the Demised Premises (said portion is referred to as the "Eliminated Space") from the remaining Demised Premises retained by Tenant; 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 Tenant ending on the proposed expiration date of the term of the proposed assignment or subletting, as set forth in such statement, and in the event such notice is given (i) the Eliminated Space shall be responsible, at its expense, for painting, covering or otherwise decorating eliminated from the surfaces of Demised Premises during the partitions facing the remaining Premises retained by TenantElimination Period; (ii) Tenant shall surrender the Monthly Base Rent shall be adjusted based Eliminated Space to Landlord on or prior to the rentable area Elimination Date in the same manner as if said Date were the date originally fixed in this Lease for the end of the Premises retained by Tenant, Term of this Lease; (iii) Tenant’s share of Escalations if the Eliminated Space shall be equitably adjusted; and (iv) this Lease as so amended shall continue thereafter in full force and effect (upon request of either partyconstitute less than an entire floor, the parties shall execute written confirmation of the same). In the event of such terminationLandlord, Landlord at Landlord's expense, shall have the right to enter into a direct lease with make any alterations and installations in 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 lease.Demised 7/12/95 16 21

Recapture. Notwithstanding anything to If the contrary contained in this Article 8Transfer (i) by itself or taken together with then existing or pending Transfers covers or totals, and except as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises, or (ii) is for a Transfer to a Successor Company term which by itself or taken together with then existing or pending Transfers is greater than fifty percent (50%) of the period then remaining in the Term of this Lease as defined in Section 8.11 hereinof the time of the Proposed Effective Date, then Landlord shall have the option right, to be exercised by giving written notice to Tenant, to recapture the Subject Space described in the Tenant’s Notice. If such recapture notice is given, it shall serve to terminate this Lease with respect to (a) the proposed Subject Space, or (b) or, if the proposed Subject Space constitutes fifty percent (50%) or more of the total square footage of covers all the Premises, either the Subject Space or it shall serve to terminate the entire PremisesTerm of this Lease, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any timeeither case, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date Proposed Effective Date; provided, however, if Tenant elects a recapture, Tenant may withdraw Tenant’s Notice within ten (10) days after such election and there shall be no recapture and the Lease shall continue in full force and effect with Tenant as the tenant hereunder. However, no termination of this Lease with respect to part or all of the proposed TransferPremises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises. If Landlord terminates this Lease is terminated pursuant to the foregoing provisions with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area basis of the Premises proportion of rentable square feet retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; Tenant to the rentable square feet originally demised 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 leaseeffect.

Recapture. Notwithstanding anything to the contrary contained in this Article 8Article, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if event that the Subject Space constitutes comprises fifty percent (50%) or more of the total square footage of the Premises, either Landlord shall have the Subject Space or the entire Premisesoption, by giving notice to Tenant within thirty (30) days after receipt of Tenant’s notice of such proposed Transfer, to recapture the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminateSubject Space. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to theSubject Space as of the date of said notice. Landlordstated in Tenant’s termination pursuant to this Section 8.4 shall be effective notice as of the effective date of the proposed TransferTransfer (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent or nominee, in which case the parties shall execute reasonable Transfer documentation promptly thereafter). If Landlord terminates this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Basic Rent and additional rent due under this Lease shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of rentable square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, party the parties shall execute written confirmation of the same). In the event of such terminationLandlord elects to recapture the Subject Space, Landlord shall have be responsible, at its sole cost and expense, for the right to enter into a direct lease demising thereof and Tenant shall surrender and vacate the Subject Space when required hereunder in accordance with the Transferee surrender provisions of this Lease on such terms an “as shall be acceptable is” and “where is” condition, subject to Landlord in its sole Tenant’s rights to remove trade fixtures and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to such lease.other personal property..

Recapture. Notwithstanding anything herein to the contrary contained contrary, 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 Landlord in writing (hereinafter referred to in this Article 8, Section as the "Notice") of the terms of the proposed subletting or assignment and except for a Transfer the area proposed to a Successor Company as defined in Section 8.11 herein, be sublet or covered by the assignment and deliver to Landlord shall have an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as "Sublet Space") at the same Rent as Tenant is then required to pay to Landlord under this Lease for the same space, or (ii) terminate this Lease with respect to the Sublet Space in which case Tenant shall be released from any further liability hereunder. If the Sublet Space does not constitute the entire Premises and Landlord exercises its election to terminate this Lease with respect to (a) the Subject Sublet Space, or (b) if the Subject Space constitutes fifty percent (50%) or more then, as to that portion of the total square footage Premises which is not part of the PremisesSublet Space, this Lease and the Rent due from Tenant shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then multiplied by the Rent then due to determine the amount of the reduction. The election to either the Subject Space sublet or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation terminate this Lease shall be exercisable by Landlord will remain in effect for writing within a ninety period of twenty (9020) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as days after receipt of the effective date Notice and the executed copy 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 Tenant shall be responsible, at its expense, for painting, covering sublease or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 leaseassignment.

Recapture. Notwithstanding anything In the event that Tenant seeks to the contrary contained in this Article 8, and except for make any Transfer (other than a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes sublease of less than fifty percent (50%) or more of the total rentable square footage of feet contained in the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 terminate this Lease or, in the case of a sublease of more than fifty percent (50%) of the rentable square feet contained in the Premises for more than fifty percent (50%) of the then-remaining Lease Term (as may be extended), terminate this Lease as to that part of the Premises proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the Transferee 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 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 Xxxxxxxx has notified Tenant in writing of such terms as election or upon the proposed sublease commencement date. Upon such termination, Tenant shall be acceptable to Landlord released from any further obligation under this Lease if it is terminated in its sole entirety, or shall be released from any further obligation under the Lease with #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and absolute discretion, Xxxxxx’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant hereby waives any claims against shall execute a cancellation and release with respect to the Lease to effect such termination. Notwithstanding the foregoing, if Landlord related theretoelects to so terminate this Lease in accordance with this Section, includingthen 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, any claims for compensation or profit related in which case the Transfer shall be withdrawn and Landlord shall not have the right to such leaseterminate the Lease.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option right to terminate this Lease with respect as to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more that --------- portion of the total square footage of the Premises, either the Subject Space or the entire Premises, Premises covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days after the time period specified in date on which Tenant has furnished to Landlord all of the items required under Section 8.2 13.b above. Tenant may at any time, by providing written notice to Landlord, request confirmation that If Landlord will or will not exercise its option exercises such right to terminate. Such confirmation by , Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the effective date of the proposed Transfer. If Landlord terminates this Lease with respect to less than Transfer (the entire Premises: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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"Termination Date"). In the event of a recapture in response to Tenant's request to sublet a portion of the Premises, all liability or responsibility of Tenant with respect to such terminationspace shall terminate as of the Termination Date, except for liabilities that are expressly provided in this Lease to continue beyond the termination date hereof, and, on or before the Termination Date, Landlord and Tenant shall enter into an amendment to this Lease re-establishing the Base Rent and Tenant's Share as a result of such recapture. If Landlord exercises such right to terminate, Landlord shall have the right to enter into a direct lease with the Transferee proposed transferee without incurring any liability to Tenant on such terms as account thereof. If Landlord consents to any Transfer, Tenant shall pay to Landlord 50% of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred. Such rent shall be acceptable paid as and when received by Tenant. Tenant shall have the right to Landlord in its sole deduct from such excess rent, on a pro-rata basis, Tenant's reasonable costs and absolute discretionexpenses directly related to the Transfer including, but not limited to, broker's commissions, tenant improvements, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to such leaselegal fees.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 terminationthat Tenant seeks to make any Transfer other than a Permitted Transfer, Landlord shall have the right to enter into terminate this Lease or, in the case of a direct sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be so sublet, so that Landlord is thereafter free to lease with the Transferee on such terms as shall Premises (or, in the case of a partial sublease, the portion proposed to be acceptable so sublet) to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related theretowhomever it pleases, including, without limitation, the party to which Tenant was going to enter into the Transfer, on whatever terms are acceptable to Landlord. If Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), this 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 any claims further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination. Landlord’s right to recapture under this paragraph will not be applicable to any Permitted Transfer or a sublease that individually or in the aggregate of all subleases is for compensation or profit related to such leaseless than fifty (50%) of the gross leasable area in the Premises and individually has a sublease term expiring more than six months prior the expiration of the Lease Term.

Recapture. Notwithstanding anything to the contrary contained in this Article 8Paragraph 12, in the case of a proposed sublease or other Transfer to any party other than a Permitted Transferee where the Subject Space consists of the entirety of the Premises, and except is for a Transfer term equal to a Successor Company as defined in Section 8.11 hereinall or substantially all of the then remaining Lease Term, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving written notice to Tenant within ten (10) business days after receipt of Tenant’s Notice of Proposed Transfer, to recapture the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminatePremises. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease as of the date stated in Tenant’s Notice of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Proposed Transfer as of the effective date of the proposed Transfer. If Landlord terminates this Lease with respect to less than the entire Premises: Transfer (i) Landlordor, at Landlord’s expenseoption, shall construct any demising walls required cause the Transfer to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsiblemade to Landlord or its agent, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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, which case the parties shall execute written confirmation of the sameTransfer documentation promptly thereafter). In If Landlord recaptures the event of such terminationPremises and terminates this Lease, then Landlord shall have the right to negotiate directly with Tenant’s proposed Transferee and to enter into a direct lease or occupancy agreement with the Transferee any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for compensation or profit related to such leaselease or occupancy agreement. Notwithstanding the foregoing, Tenant may, within five (5) business days after receipt of Landlord’s recapture notice given pursuant to this Paragraph 12.5, withdraw its request for consent to the Transfer. In that event, Landlord’s election to cancel and terminate this Lease shall be null and void and of no force and effect.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein11, Landlord shall have the option option, by giving written notice to Tenant within thirty (30) days after receipt of Tenant's Notice of Proposed Transfer, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage date stated in Tenant's Notice of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Proposed Transfer as of the effective date of the proposed TransferTransfer (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). If Landlord terminates this Lease with respect to less than recaptures the entire PremisesSubject Space, the following provisions shall be applicable: (ia) Landlord, at Landlord’s 's expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (iib) the Monthly Base Rent if this Lease shall be adjusted based cancelled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the rentable area basis of the Premises number of rentable square feet retained by Tenant, (iii) Tenant’s share Tenant in proportion to the number of Escalations shall be equitably adjustedrentable square feet contained in the Premises; 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, ; 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 the Transferee any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for compensation or profit related to such leaselease or occupancy agreement.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within thirty (30) days after receipt of any Transfer Notice, to recapture the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation Subject Space; provided that Landlord will or this right will not exercise its option apply to terminateany Permitted Transfer. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Subject Space as of the effective date of the proposed TransferTransfer (or upon the demise of the Subject Space separate from the Premises (such work to be performed by Landlord) if the Subject Space being recaptured is less than the entire Premises). If Landlord terminates In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises: , (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises Rentable Area retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating in proportion to the surfaces Rentable Area of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises retained by TenantPremises, (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 effect, and (upon ii) Tenant shall reimburse Landlord for the costs incurred by Landlord to separately demise the Subject Space from the remainder of the Premises. Upon request of either party, the parties shall execute written confirmation of the same)foregoing. In Notwithstanding the event foregoing, if Landlord elects to recapture the Subject Space, Tenant may, within ten (10) days after Tenant’s receipt of Landlord’s notice thereof, deliver written notice to Landlord indicating that Tenant is rescinding its request for consent to the proposed Transfer, in which case such termination, Transfer shall not be consummated and this Lease shall remain in full force and effect as to the portion of the Premises that was the subject of the Transfer. Tenant’s failure to so notify Landlord shall have the right to enter into a direct lease with the Transferee on such terms as in writing within said ten (10) day period shall be acceptable deemed to constitute Tenant’s election to allow Landlord in its sole and absolute discretion, and Tenant hereby waives to recapture the Subject Space. The provisions of this Section 14.6 shall not apply to any claims against Landlord related thereto, including, any claims for compensation or profit related to such leasePermitted Transfer.

Recapture. Notwithstanding anything herein to the contrary contained contrary, 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 Landlord in writing (hereinafter referred to in this Article 8, Section as the "Notice") of the terms of the proposed subletting or assignment and except for a Transfer the area proposed to a Successor Company as defined in Section 8.11 herein, be sublet or covered by the assignment and deliver to Landlord shall have an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as "Sublet Space") at the same Rent as Tenant is then required to pay to Landlord under this Lease for the same space, or (ii) terminate this Lease with respect to the Sublet Space in which case Tenant shall be released from any further liability hereunder. If the Sublet Space does not constitute the entire Premises and Landlord exercises its election to terminate this Lease with respect to (a) the Subject Sublet Space, or (b) if the Subject Space constitutes fifty percent (50%) or more then, as to that portion of the total square footage Premises which is not part of the PremisesSublet Space, this Lease and the Rent due from Tenant shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then multiplied by the Rent then due to determine the amount of the reduction. The election to either the Subject Space sublet or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation terminate this Lease shall be exercisable by Landlord will remain in effect for writing within a ninety period of forty-five (9045) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as days after receipt of the effective date Notice and the executed copy 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 Tenant shall be responsible, at its expense, for painting, covering sublease or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 leaseassignment.

Recapture. Notwithstanding anything In the event that at any time or from time to time --------- during the contrary contained in Term of this Article 8Lease, Tenant desires to sublease all or any part of the Premises, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinif, after such sublease, Tenant shall occupy less than sixty percent (60%) of the PREMISES, Landlord shall have the option right to be exercised by giving written notice to Tenant thirty (30) days after receipt of the Tenant's notice described in Section 9.1, to recapture the space described in Tenant's notice and such recapture notice, shall, if given, cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more space therein described as of the total square footage date for the commencement of such proposed sublease as stated in Tenant's notice. If Tenant's notice shall cover all of the Premises, either and if Landlord shall give the Subject Space or aforesaid recapture notice with respect thereto, the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following Term of this Lease shall expire and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the expiration of said noticethe Term of this Lease. Landlord’s termination If, however, this Lease shall be cancelled pursuant to this Section 8.4 shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease foregoing with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct the Basic Rent and any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Additional Rent shall be adjusted based on the rentable area basis of the Premises number of Square Feet retained by TenantTenant in proportion to the number of Square Feet contained in the Premises, (iii) Tenant’s share of Escalations shall be equitably adjusted; as described in this Lease, 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)effect. In the event of If Landlord fails to exercise 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 discretionoption, and Tenant hereby waives any claims against Landlord related theretofails to complete a sublease with a third party within sixty (60) days thereafter in accordance with the terms of the notice, including, any claims for compensation or profit related Tenant shall again comply with all the conditions of this Article 9 as if the notice and option hereinabove referred to such leasehad not been given and received.

Recapture. Notwithstanding anything If Tenant desires to assign this Lease (other than to an affiliate) or to sublease all or any part of the contrary contained in this Article 8Premises (other than 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 except for a Transfer to a Successor Company the proposed commencement date of the term of such sublease, or the proposed effective date of such assignment, as defined in Section 8.11 herein, the case may be. Landlord shall thereupon have the option to terminate exclude from the Premises covered by this Lease with respect to (ai) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage all of the Premises, either if Tenant's Notice specifies a proposed assignment, or (ii) the Subject Space or portion of the entire PremisesPremises described in Tenant's Notice, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any timeif Tenant's Notice specifies a proposed sublease, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 which exclusion shall be effective as of the proposed effective date of assignment or the proposed Transfercommencement 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 Tenant's Notice of the proposed assignment or sublease. If Landlord terminates exercises said option, Tenant shall surrender possession of the space to be excluded from this Lease on the effective date of exclusion of said space from this Lease, and neither party hereto shall have any further rights or liabilities with respect to less than said space under this Lease except as otherwise specified in this Lease. Effective as of the entire Premisesdate of exclusion of any portion of the Premises covered by this Lease pursuant-to this paragraph: (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant Monthly Base Rent specified in l.0lH shall be responsible, at its expense, for painting, covering or otherwise decorating reduced in the surfaces same proportion as the number of square feet as determined by Landlord of the partitions facing portion of the remaining Premises retained so excluded bears to the number of square feet as determined by TenantLandlord of the Premises immediately prior to such exclusion; (ii) the Monthly Base Rent shall be adjusted based on the rentable area square feet of the Premises retained specified in 1.01 I shall be decreased by Tenant, the number of square feet as determined by Landlord of the portion of the Premises so excluded; (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 lease.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option option, by giving written notice to Tenant within fifteen (15) days after receipt of Tenant's notice of any proposed Transfer, to recapture the Subject Space, if (i) the proposed Transfer if an assignment of the Lease or a sublease of the entire Premises for the balance of the Term, (ii) the term of the proposed Transfer, including all 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 other portion of the Premises at the time of Tenant's notice of Transfer than subject to a sublease, exceeds fifty percent (50%) of the rentable square feet of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving date stated in Tenant's notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 shall not recapture the Subject Space, (ii) the proposed Transfer shall not occur, and (iii) the Lease shall continue in full force with respect to the Subject Space, with Tenant in occupancy thereof. If Landlord terminates this Lease shall be cancelled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises and Tenant; 's Prorata Share of Taxes and Tenant Operating Expenses shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be equitably adjusted based on the rentable area of the Premises square feet 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 (effect, and 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 lease.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option option, by giving written notice to Tenant within 15 days after receipt of Tenant's notice of any proposed Transfer (excluding, however, any sublease of less than 30% of the Premises for less than 42 months), to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving date stated in Tenant's notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed TransferTransfer (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). If Landlord terminates this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, the parties shall execute written confirmation of the same). In Notwithstanding the event foregoing, if Landlord notifies Tenant of Landlord’s election to terminate the Lease as to any portion of the Premises pursuant to this section, Tenant shall have five business days after Tenant’s receipt of such terminationtermination and recapture notice to notify Landlord in writing that Tenant rescinds its notice of the proposed Transfer and withdraws the proposed Transfer set forth therein, Landlord shall have the right to enter into a direct lease with the Transferee on in which case such terms as proposed Transfer and Landlord’s termination shall be acceptable to Landlord in its sole null and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related to such leasevoid.

Recapture. Notwithstanding anything In the event that Tenant seeks to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option to terminate assign this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty sublet one hundred percent (50100%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the effective date of the proposed 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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, for substantially the parties shall execute written confirmation remainder of the same). In the event of such terminationTerm, 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 Transferee 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 terms termination is conditioned upon the execution of a lease between Landlord and the proposed transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent, and (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 acceptable to Landlord released from any further obligation under this Lease if it is terminated in its sole entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and absolute discretion, Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant hereby waives any claims against Landlord related thereto, including, any claims for compensation or profit related shall execute a cancellation and release with respect to the Lease to effect such leasetermination.

Recapture. Notwithstanding anything 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 contrary contained Premises for all or substantially all of the remainder of the Term, in this Article 8each case other than to an Affiliate or Permitted Transferee, and except or if Tenant shall cease to conduct business in the Premises for a Transfer continuous period exceeding six (6) months (other than due to a Successor Company fire, casualty, eminent domain, force majeure event as defined described in Section 8.11 herein25.21 hereof, or due to Alterations by Xxxxxx) (a “Cessation of Business”), Landlord shall have the right in its sole and absolute discretion to (A) in the case of an assignment or Cessation of Business, terminate this Lease with respect to the entire Premises (it being understood and agreed that Xxxxxx’s Cessation of Business shall not be an Event of Default hereunder and that recapture of the Premises shall be Landlord’s sole and exclusive remedy in such event), or (B) in the case of a sublease, terminate this Lease with respect to the portion of the Premises 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, Xxxxxxxx’s receipt of (x) Xxxxxx’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 Proposed Sublet Space, then (a) Tenant shall tender the Subject Space, Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date (or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant such later date within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately days following the date 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 said notice. Landlord’s termination pursuant to the Premises which is not part of the Proposed Sublet Space, this Section 8.4 Lease shall remain in full force and effect except that Rent and additional rent shall be effective reduced pro rata. In the event of a termination by Landlord due to a Cessation of Business, such termination shall take effect immediately. 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 as additional rent hereunder. In the case of an assignment or a cessation of Tenant’s business in the Premises, or if the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord). If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the proposed 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 Tenant termination shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained specified by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 leasenotice of termination.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within thirty (30) days after receipt of Tenant’s notice of any proposed Transfer, to approve or reject the time period specified proposed Transfer in Section 8.2 aboveaccordance with the requirements of this Lease, or to recapture the Subject Space. Tenant may at any time, by providing written Any recapture notice shall cancel and terminate this Lease with respect to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the Subject Space as of the date of said notice. Landlordstated in Tenant’s termination pursuant to this Section 8.4 shall be effective notice as of the effective date of the proposed TransferTransfer (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent or nominee, in which case the parties shall execute reasonable Transfer documentation promptly thereafter). Notwithstanding the foregoing, if Landlord shall deliver a recapture notice to Tenant, Tenant shall then have the right, which right must be exercised by written notice given to Landlord within five (5) business days after Tenant’s receipt of the Recapture Notice, to withdraw its Transfer notice, in which event Landlord’s Recapture Notice shall be null and void, Tenant shall not enter into the proposed Transfer and this Lease shall remain in full force and effect. If Landlord terminates this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; and Tenant shall be responsiblein proportion to the number of rentable square feet contained in the Premises, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 (effect, and upon request of either party, party the parties shall execute written confirmation of the same). In Tenant shall surrender and vacate the event of such termination, Landlord shall have the right Subject Space when required hereunder in accordance with Article 23 and any failure to enter into a direct lease with the Transferee on such terms as do so shall be acceptable subject 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 leaseArticle 24.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within twenty (20) days after receipt of any Transfer Notice, to recapture the time period specified Subject Space; provided, however, in Section 8.2 above. Tenant the case of a subletting, Landlord may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminatesuch recapture right unless the Subject Space is comprised of all of the applicable Building. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Subject Space as of the effective date of the proposed Transfer. If Landlord terminates In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises Rentable Area retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating in proportion to the surfaces Rentable Area of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises retained by TenantPremises, (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 effect. Notwithstanding anything to the contrary in this Section 14.6, Landlord shall not have the right to recapture the Premises with respect to any Permitted Transfer, Space Share, or sublease of the 5353 First Floor. Upon request of either party, the parties shall execute written confirmation of the same)foregoing. In Notwithstanding the event foregoing, if Landlord elects to recapture the Subject Space, Tenant may, within ten (10) days after Tenant’s receipt of Landlord’s notice thereof, deliver written notice to Landlord indicating that Tenant is rescinding its request for consent to the proposed Transfer, in which case such termination, Transfer shall not be consummated and this Lease shall remain in full force and effect as to the portion of the Premises that was the subject of the Transfer. Tenant’s failure to so notify Landlord shall have the right to enter into a direct lease with the Transferee on such terms as in writing within said ten (10) day period shall be acceptable deemed to constitute Tenant’s election to allow 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 leaserecapture the Subject Space.

Recapture. Notwithstanding anything If Tenant desires to enter into any sublease of the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinPremises, Landlord shall have the option to terminate exclude from the Premises covered by this Lease with respect Lease, the space proposed to (a) the Subject Spacebe sublet by Tenant, or (b) if the Subject Space constitutes fifty percent (50%) or more effective as of the total square footage 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 event Landlord exercises its right to exclude any such portion or all of the 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 all of the Premises, either and Tenant's request to sublease all or a portion of the Subject Space or Premises and Landlord's exercise of the entire Premises, by giving notice to Tenant within the time period specified option contained in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 8.02 shall be effective as deemed null and void. If Landlord exercises said option, Tenant shall surrender possession of the proposed sublease space to Landlord on the effective date of exclusion of said space from the proposed Transfer. If Landlord terminates Premises covered by this Lease Lease, and neither party hereto shall have any further rights or liabilities with respect to less than said space under this Lease. Effective as of the entire Premises: date of exclusion of any portion of the Premises covered by this Lease pursuant to this paragraph, (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on reduced in the rentable area same proportion as the number of square feet of Rentable Area contained in the portion of the Premises retained by Tenantso excluded bears to the number of square feet of Rentable Area contained in the Premises immediately prior to such exclusion, and (iiiii) Tenant’s share the Rentable Area of Escalations the Premises specified in 1.01J shall be equitably adjusted; and (iv) this Lease as so amended shall continue thereafter decreased by the number of square feet of Rentable Area contained in full force and effect (upon request of either party, the parties shall execute written confirmation portion of the same). In the event of such terminationPremises so excluded, 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 leaseall purposes under this Lease.

Recapture. Notwithstanding anything 11.1 If Tenant desires to enter into any sublease or assignment of all or any portion of the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinPremises, Landlord shall have the option to terminate recapture from the Premises covered by this Lease with respect Lease, the space proposed to (a) the Subject Spacebe sublet or assigned by Tenant, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as of the proposed commencement date of sublease or assignment of said space by Tenant. Landlord 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 sublease or assign. If Landlord exercises said option, Tenant shall surrender possession of the proposed sublease or assigned space to Landlord on the effective date of recapture of said space from the proposed Transfer. If Landlord terminates Premises covered by this Lease Lease, and neither party hereto shall have any further rights or liabilities with respect to less than said space under this Lease accruing after the entire Premises: effective date thereof. Provided, however, such recapture shall not release or discharge either party from any obligation that has accrued thereunder prior to such recapture. Effective as of the date of recapture of any subleased space of any portion of the Premises covered by this Lease pursuant to this paragraph, (i) Landlord, at Landlord’s expense, shall construct any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and Tenant Rent shall be responsible, at its expense, for painting, covering or otherwise decorating reduced in the surfaces same proportion as the number of square feet of Net Rentable Area contained in the portion of the partitions facing Premises so recaptured bears to the remaining number of square feet of Net Rentable Area contained in the Premises retained by Tenant; immediately prior to such recapture, and (ii) the Monthly Base Rent shall be adjusted based on the rentable area Net Rentable Area of the Premises retained by Tenant, (iii) Tenant’s share of Escalations specified in Section 1.1.8 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 lease.decreased by the

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company Except as defined provided in Section 8.11 herein10.01(e), Landlord shall have the option to terminate exclude from the Premises covered by this Lease with respect (“recapture”), the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment which recapture shall be exercised, if at all, by written notice to Tenant within thirty (a30) days after Landlord’s receipt of the Tenant’s Notice. If Landlord elects to recapture, 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, such date being the Termination Date for such space. Notwithstanding anything herein to the contrary, Landlord will not exercise its right to recapture any portion of the Premises that is subleased so long as (x) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage sublease is for less than substantially an entire floor of the Premises, either and (y) the Subject Space or sublease is for less than substantially the entire Premisesremaining Term (i.e., Landlord may exercise its right to recapture a portion of the Premises with respect to a sublease of substantially all of an entire floor of the Premises for substantially the entire remaining Term. In the event of a recapture by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to if this Section 8.4 Lease shall be effective as of the effective date of the proposed Transfer. If Landlord terminates this Lease canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Monthly Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises number of rentable square feet retained by Tenant; Tenant in proportion to the number of rentable square feet contained in the Premises, and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 partyeffect, 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 lease.

Recapture. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord shall have the option option, to terminate be exercised within thirty (30) days from the receipt of all of the Assignment/Sublet Documentation (i) to cancel this Lease with respect to (aA) the Subject Space, or (b) in its entirety if the Subject Space constitutes fifty percent Tenant’s request is for an assignment of this Lease or a sublease of all or substantially all of the Premises (50which for purposes of this Section 8.01C(i) shall mean at least ninety (90%) or more percent of the total rentable square footage of the Premises) for all or substantially all of the balance of the term of this Lease (which for purposes of this Section 8.01C shall mean that at the expiration of the term of the proposed sublease, either less than twelve (12) months shall remain in the Subject term of this Lease) or (B) solely with respect to the proposed portion of the Premises to be sublet (“Proposed Subleased Space”) if the proposed transaction in the Assignment/Sublet Documentation shall be a sublease for less than all or substantially all of the Premises for all or substantially all of the balance of the term of this Lease and in such event the parties shall work together in good faith to amend the applicable provisions of this Lease to reflect the removal of the Proposed Subleased Space from the remainder of the Premises; or (ii) solely with respect to a sublease for all or any portion of the entire Premises for all or any portion of the balance of the term of this Lease, to require Tenant to execute and deliver a sublease to Landlord (or its designee) with respect to the proposed portion of the Premises to be sublet upon the same financial terms (and the same effective date) as submitted by Tenant to Landlord (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 or such portion thereof, 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 for the term of the proposed sublease with respect to the sublet space (prorated on a rentable square foot basis if the proposed sublease is for less than all of the Premises), by giving notice 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 for the term of the proposed sublease with respect to the sublet space (prorated on a rentable square foot basis if the proposed sublease is for less than all of the Premises) and (f) during the term of such sublease Landlord shall issue a monthly credit to Tenant within hereunder equal to the time period specified in Section 8.2 abovemonthly 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 any balance of the Fixed Rent, Recurring Additional Rent and additional rent due hereunder during the term of such sublease. Tenant may at not assign this Lease, nor sublet all or any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as portion of the effective date of the proposed Transfer. If Landlord terminates Premises, if Tenant is then in default under this Lease with respect beyond applicable notice or cure periods. In addition, Tenant may not request Landlord to less than the entire Premises: (i) Landlord, at Landlord’s expense, shall construct consider and/or approve any demising walls required to segregate the Subject Space from the remaining Premises retained by Tenant; and proposed assignment or subletting if Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises retained by Tenant, (iii) Tenant’s share of Escalations shall be equitably adjusted; and (iv) is then in default under 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)beyond applicable notice or cure periods. In the event that Tenant proposes to sublet a portion of the Premises, such terminationportion must be configured in such a way that it may be legally separated from the balance of the Premises with direct access to the elevators, Landlord shall have the right to enter into a direct lease with the Transferee stairs and core toilet rooms on such terms as floor. Tenant acknowledges that Landlord’s recapture right set forth in Section 8.01(C)(ii) above shall be acceptable applicable for the entire Term, notwithstanding the fact that Tenant’s request to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, any claims sublease may be for compensation or profit related to such leasea period which is less than the Term.

Recapture. Notwithstanding anything to the contrary contained in this Article 8Xxxxxxxxx 00, and except for a Transfer to a Successor Company as defined in Section 8.11 herein, Landlord Xxxxxxxx shall have the option option, by giving written notice to Tenant within thirty (30) days after receipt of Tenant's Notice of Proposed Transfer, to recapture the 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 rentable area of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more as of the total square footage date stated in Tenant's Notice of the Premises, either the Subject Space or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Proposed Transfer as of the effective date of the proposed TransferTransfer (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). If Landlord terminates this Lease shall be cancelled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rental reserved herein shall construct any demising walls 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 segregate accommodate conversion of the Subject Space Building from a single tenant building to a multi-tenant building, including, without limitation, the remaining Premises retained by 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 Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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, effect; and Landlord shall have the right to negotiate directly with Tenant's proposed Transferee and to enter into a direct lease or occupancy agreement with the Transferee any such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for compensation or profit related to such leaselease 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. Notwithstanding anything to the contrary contained in this Article 8, and except for a Transfer to a Successor Company as defined in Section 8.11 hereinArticle, Landlord shall have the option to terminate this Lease with respect to (a) the Subject Space, or (b) if the Subject Space constitutes fifty percent (50%) or more of the total square footage of the Premises, either the Subject Space or the entire Premisesoption, by giving notice to Tenant within twenty (20) days after receipt of any Transfer Notice, to recapture the time period specified Subject Space; provided, however, in Section 8.2 above. Tenant the case of a subletting, Landlord may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminatesuch recapture right unless the Subject Space is comprised of all of the Premises. Such confirmation by Landlord will remain in effect for a ninety (90) day period immediately following recapture notice shall cancel and terminate this Lease with respect to the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective Subject Space as of the effective date of the proposed Transfer. If Landlord terminates In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises: (i) Landlord, at Landlord’s expense, the Rent reserved herein shall construct any demising walls required to segregate be prorated on the Subject Space from basis of the remaining Premises Rentable Area retained by Tenant; and Tenant shall be responsible, at its expense, for painting, covering or otherwise decorating in proportion to the surfaces Rentable Area of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises retained by TenantPremises, (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 effect. Notwithstanding anything to the contrary in this Section 14.6, Landlord shall not have the right to recapture the Premises with respect to any Permitted Transfer. Upon request of either party, the parties shall execute written confirmation of the same)foregoing. In Notwithstanding the event foregoing, if Landlord elects to recapture the Subject Space, Tenant may, within ten (10) days after Tenant’s receipt of Landlord’s notice thereof, deliver written notice to Landlord indicating that Tenant is rescinding its request for consent to the proposed Transfer, in which case such termination, Transfer shall not be consummated and this Lease shall remain in full force and effect as to the portion of the Premises that was the subject of the Transfer. Tenant’s failure to so notify Landlord shall have the right to enter into a direct lease with the Transferee on such terms as in writing within said ten (10) day period shall be acceptable deemed to constitute Tenant’s election to allow 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 leaserecapture the Subject Space.

Recapture. Notwithstanding anything herein to the contrary contained contrary, 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 Landlord in writing (hereinafter referred to in this Article 8, Section as the “Notice”) of the terms of the proposed subletting or assignment and except for a Transfer the area proposed to a Successor Company as defined in Section 8.11 herein, be sublet or covered by the assignment and deliver to Landlord shall have an executed copy of the proposed sublease or assignment thereby giving Landlord the option to either (i) sublet from Tenant such space (hereinafter referred to as “Sublet Space”) at the same Rent as Tenant is then required to pay to Landlord under this Lease for the same space, or (ii) terminate this Lease with respect to the Sublet Space in which case Tenant shall be released from any further liability hereunder. If the Sublet Space does not constitute the entire Premises and Landlord exercises its election to terminate this Lease with respect to (a) the Subject Sublet Space, or (b) if the Subject Space constitutes fifty percent (50%) or more then, as to that portion of the total square footage Premises which is not part of the PremisesSublet Space, this Lease and the Rent due from Tenant shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the Sublet Space and the denominator of which shall be the rentable square feet of the Premises such fraction to be then multiplied by the Rent then due to determine the amount of the reduction. The election to either the Subject Space sublet or the entire Premises, by giving notice to Tenant within the time period specified in Section 8.2 above. Tenant may at any time, by providing written notice to Landlord, request confirmation that Landlord will or will not exercise its option to terminate. Such confirmation terminate this Lease shall be exercisable by Landlord will remain in effect for writing within a ninety period of forty-five (9045) day period immediately following the date of said notice. Landlord’s termination pursuant to this Section 8.4 shall be effective as days after receipt of the effective date Notice and the executed copy 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 Tenant shall be responsible, at its expense, for painting, covering sublease or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant; (ii) the Monthly Base Rent shall be adjusted based on the rentable area of the Premises 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 leaseassignment.