Common use of Landlord's Alternatives Clause in Contracts

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at any time within ten (10) business days after Landlord's receipt of the information specified in Paragraph 7.D., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (iv) to refuse its consent to the Sublet. (i) through Paragraph 7.E.(iv) above within the ten (10) business day period, it shall be deemed that Landlord has refused its consent to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease the Premises or portion thereof proposed to be Sublet by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until the term of such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to such space.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's receipt of the information specified in Paragraph 7.D.25.C., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. (i) through Paragraph 7.E.(iv) above within the ten (10) business day period, it shall be deemed that . If Landlord has refused its consent consents to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that the following percentages of any excess of the Subrent (the "Excess Subrent") over the Rent required to be Sublet paid by Tenant on its own accountunder this Lease (or, Landlord and Tenant shall enter into if only a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until is Sublet, the term of such lease expires or is terminated. Upon the expiration pro rata share of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to the portion of the Premises being Sublet) less reasonable attorneys' fees, leasing commissions, improvement costs required for such spaceSublet (which shall not include the cost of any trade fixtures, equipment or personal property) and other reasonable subletting costs paid by Tenant on the Sublet, shall be paid to Landlord. Tenant shall pay the following percentages of Excess Subrent to Landlord in the following circumstances: (i) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is less than or equal to $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord one-third (1/3) of the Excess Subrent; (ii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is greater than $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; (iii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is not payable on a monthly basis, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; and (iv) to the extent the Excess Subrent is applicable to any period during an Extended Term, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after ----------------------- Landlord's receipt of the information specified in Paragraph 7.D.25.C., Landlord --------------- may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. (i) through Paragraph 7.E.(iv) above within the ten (10) business day period, it shall be deemed that . If Landlord has refused its consent consents to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that the following percentages of any excess of the Subrent (the "Excess Subrent") over the Rent required to be Sublet paid -------------- by Tenant on its own accountunder this Lease (or, Landlord and Tenant shall enter into if only a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until is Sublet, the term of such lease expires or is terminated. Upon the expiration pro rata share of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to the portion of the Premises being Sublet) less reasonable attorneys' fees, leasing commissions, improvement costs required for such spaceSublet (which shall not include the cost of any trade fixtures, equipment or personal property) and other reasonable subletting costs paid by Tenant on the Sublet, shall be paid to Landlord. Tenant shall pay the following percentages of Excess Subrent to Landlord in the following circumstances: (i) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is less than or equal to $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord one-third (1/3) of the Excess Subrent; (ii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is greater than $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; (iii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is not payable on a monthly basis, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; and (iv) to the extent the Excess Subrent is applicable to any period during an Extended Term, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's ’s receipt of all the information specified in Paragraph 7.D.27.B., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant lease for Landlord's its own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant subtenant but otherwise upon the on a form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right acceptable to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement to terminate this Lease as provided below, it relates to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's as of the later of (x) the proposed Subtenant, upon any terms desired by Landlord, effective date of such Sublet or (y) thirty (30) days after the date Landlord is in which event this Lease shall continue receipt of the information specified in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) Paragraph 27.B.; (iii) to consent to the Sublet by Tenant; or (iv) if reasonable to do so, to refuse its consent to the Sublet. (i) through Paragraph 7.E.(iv) above . Landlord’s failure to deliver such notice of election within the such ten (10) business 10)‑business day period, it period shall be deemed that Landlord has refused its Landlord’s consent to the such Sublet. If Landlord elects consents to proceed with Paragraph 7.E.(ii)the Sublet, and to lease Tenant may thereafter enter a valid Sublet of the Premises or portion thereof thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord pursuant to Paragraph 27.B. provided, however, that fifty percent (50%) of any excess of (I) the monthly Subrent, minus (II) (A) the Monthly Rent required to be Sublet paid by Tenant hereunder, ༈B) the sum of the following costs (each solely to the extent that it is reasonable, documented and out‑of‑pocket and actually paid to a bona fide third party) that Tenant incurred in procuring such sublease, and each amortized over the term of the applicable sublease on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved monthly basis: (i) the cost of any liabilitytenant improvements that Tenant must make to the Sublet premises (as permitted under this Lease) under the applicable sublease, including (ii) Tenant’s attorneys’ fees incurred in negotiating and documenting the payment applicable sublease, and (iii) Tenant’s brokerage commissions paid to a California licensed real estate broker in connection with the Sublet, and (C) any then unamortized value of Rentany applicable Alterations constructed at Tenant’s cost, with respect applied on an amortized basis over the remainder of the Term, in each case, shall be paid to such Landlord as and when received by Tenant. As used immediately above, the term “applicable Alterations” means any permitted Alterations constructed at Tenant’s sole cost that are allocable to the space that is subject to the applicable Sublet, based upon rentable square footage or other equitable basis utilized by Landlord in Landlord’s reasonable discretion (for example, if the applicable Alteration served only the portion of the Premises leased by not subject to the applicable Sublet, then Landlord until might choose to allocate the term entire unamortized cost of such lease expires or is terminated. Upon Alteration to the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing un‑Sublet portion of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to such space).

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at any time within ten At xxx xxxx xxthin fifteen (1015) business days after Landlord's receipt of the information specified inforxxxxxx xpecified in Paragraph 7.D.26.d., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant lease for Landlord's its own account the Premises or the portion thereof so proposed to be Sublet sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the on a form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right reasonably acceptable to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's its own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, person upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (iv) to refuse its consent to the Sublet. (i. Consent to a Sublet shall not be unreasonably withheld or delayed by Landlord. If Landlord fails to elect any of the alternatives set forth in Paragraph 26.3.(i) through Paragraph 7.E.(iv26.3.(iv) above within the ten fifteen (1015) business day period, it shall be deemed that Landlord has refused its consent consented to the Sublet. If Landlord elects to proceed with either Paragraph 7.E.(ii26.3.(i) or Paragraph 26.E. (ii), and to lease the Premises or portion thereof proposed to be Sublet by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement limited release and termination agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such released portion of the Premises leased by Landlord until during the term of such lease expires or is terminatedthe Sublet. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premisesit was released and delivered to Landlord, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to such space. If Landlord proceeds with Paragraph 26.E. (iii) and consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord pursuant to Paragraph 26.0., subject, however, at Landlord's election, to the condition that fifty percent (50%) any excess of the Subrent over (i) the Rent required to be paid by Tenant hereunder, (ii) the cost to Tenant of any brokers' commission for the Sublet, (iii) the cost to Tenant of any tenant improvements to induce the subtenant to enter the Sub let and (iv) any other direct costs of producing the Sublet, shall be paid to Landlord. Any such Subrent to be paid to Landlord pursuant hereto shall be payable to Landlord as and with the Monthly Rent payable to Landlord hereunder pursuant to Paragraph 5.A. Tenant shall provide Landlord with copies of paid invoices, certified by Tenant to be true and correct, for each of the direct costs incurred by Tenant in procuring the Sublet.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten fifteen (1015) business days after Landlord's ’s receipt of all of the information specified in Paragraph 7.D.Section 6(d), Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account terminate this Lease and recapture the Premises entire Premises, in the event of an assignment, or the portion thereof so proposed of the Premises that Tenant proposes to be Sublet by Tenantsublease, upon in the same terms as those offered to event of a sublease, which, when taken together with all other existing subleases, covers more than fifty percent (50%) of the proposed Subtenant but otherwise upon rentable area of the form of this LeasePremises, in which event this Lease shall continue in full force terminate as to, and effect and Landlord Tenant shall have surrender to Landlord, the right to further Sublet portion of the Premises or portion thereof that Landlord has elected to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by recapture as of the date specified in Landlord’s election notice (which in no event shall be less than thirty (30) days nor more than one hundred twenty (120) days following the date of Landlord’s election notice); (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet Transfer by Tenant; or (iviii) to reasonably refuse its consent to the Sublet. Transfer, in which case Landlord shall specify the reasons for its refusal in Landlord’s election notice. Notwithstanding the foregoing, Landlord shall not have the alternative set forth in Section 6(e)(i) in connection with a permitted Transfer described in Section 6(g). Landlord may withhold its consent to any Transfer pursuant to clause (iiii) above with respect to any proposed Transfer by Tenant during the first three (3) years of the Lease Term if the Subrent is less than ninety percent (90%) of fair market rent. If Landlord fails to elect any of the alternatives set forth in Section 6(e)(i) through Paragraph 7.E.(ivSection 6(e)(iii) above within the ten fifteen (1015) business day period, Tenant may send a second written request (the “Second Request”) to Landlord and any other party designated by Landlord pursuant to Section 14. The Second Request shall expressly state in bold type that “Landlord will be deemed to have consented to the proposed Transfer if Landlord fails to respond to Tenant’s request for approval of the proposed Transfer within five (5) days.” If Landlord fails to notify Tenant of its election of any of the alternatives set forth in Section 6(e)(i) through Section 6(e)(iii) above within five (5) days after Landlord’s (and any other party designated by Landlord to receive notice pursuant to Section 14’s) receipt of the Second Request, then it shall be deemed that Landlord has refused its consent consented to the SubletTransfer. If Landlord elects consents or is deemed to proceed with Paragraph 7.E.(ii)have consented to the Transfer, and to lease Tenant may thereafter enter into a valid Transfer of the Premises or portion thereof thereof, upon the terms and conditions and with the proposed Transferee set forth in the information furnished by Tenant to Landlord pursuant to Section 6(d), subject, however, to the condition that Tenant shall pay to Landlord fifty percent (50%) of any excess of the Subrent (defined below) over the Rent required to be Sublet paid by Tenant on its own accounthereunder, Landlord and Tenant less Tenant’s reasonable Transfer Costs (the “Bonus Rent”). For the purposes of the foregoing, (i) the term “Subrent” shall enter into a Limited Release Agreement whereby Tenant is relieved mean any consideration of any liabilitykind received, or to be received, by Tenant from a sublessee if such sums are related to Tenant’s interest in this Lease or in the Premises, and (ii) the term “Transfer Costs” shall mean all actual costs and expenses paid by Tenant to effect the Transfer, including brokerage fees, attorneys’ fees, architectural fees, the payment cost of Rent, with respect to such portion any alterations or leasehold improvements made by Tenant at the request of the Premises leased by Landlord until the term of such lease expires or is terminated. Upon the expiration transferee that would not have been constructed for Tenant’s occupancy of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing subject portion of the Premises, and any leasing commissions paid by Tenant shall resume all its obligations under this Lease with respect incidental to such spaceTransfer, including, without limitation, but not including vacancy costs or the payment cost of any alterations or leasehold improvements made to the Premises other than those performed to effect the Transfer. Any such Subrent to be paid to Landlord pursuant hereto shall be payable to Landlord as and with the Base Rent attributable payable to such spaceLandlord hereunder pursuant to Section 3(a).

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after ----------------------- Landlord's receipt of the information specified in Paragraph 7.D.25.C., Landlord --------------- may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. (i) through Paragraph 7.E.(iv) above within the ten (10) business day period, it shall be deemed that . If Landlord has refused its consent consents to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that the following percentages of any excess of the Subrent (the "Excess Subrent") over the Rent required to be Sublet paid by Tenant on its own accountunder this Lease (or, Landlord and Tenant shall enter into if only a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until is Sublet, the term of such lease expires or is terminated. Upon the expiration pro rata share of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to the portion of the Premises being Sublet) less reasonable attorneys' fees, leasing commissions, improvement costs required for such spaceSublet (which shall not include the cost of any trade fixtures, equipment or personal property) and other reasonable subletting costs paid by Tenant on the Sublet, shall be paid to Landlord. Tenant shall pay the following percentages of Excess Subrent to Landlord in the following circumstances: (i) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is less than or equal to $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord one-third (1/3) of the Excess Subrent; (ii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is payable on a monthly basis (as opposed to one or more lump sums) and to the extent the Excess Subrent is greater than $0.25/month/square foot of Rentable Area of the portion of the Premises being Sublet, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; (iii) to the extent the Excess Subrent (for the entire term of the applicable Sublet) is not payable on a monthly basis, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent; and (iv) to the extent the Excess Subrent is applicable to any period during an Extended Term, then Tenant shall pay to Landlord fifty percent (50%) of the Excess Subrent.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's receipt of the information specified in Paragraph 7.D.PARAGRAPH 25.C., Landlord may, by written notice to Tenant, elect: , (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. . If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that fifty percent (i50%) through Paragraph 7.E.(ivof any excess of the Subrent (the "Excess Subrent") above within over the Rent required to be paid by Tenant under this Lease (or, if only a portion of the Premises is Sublet, the pro rata share of the Rent attributable to the portion of the Premises being Sublet) less (v) reasonable attorneys' fees, (w) leasing commissions (which shall not include the cost of any trade fixtures, equipment or personal property), (x) that portion of the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements allocable to the portion of the Premises being Sublet (for the purposes of this clause (x), the Tenant Improvement Costs shall be amortized over a period of ten (10) business day periodyears, it shall be deemed that Landlord has refused its consent at a per annum interest rate equal to the Sublet. If Landlord elects reference rate, or succeeding similar index, announced from time to proceed with Paragraph 7.E.(ii)time by the Bank of America's main San Francisco office, and to lease plus one percent (1%),(y) the Premises or portion thereof proposed to be Sublet cost of any tenant improvements (other than the initial Tenant Improvements) paid for by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including installed in the payment of Rent, with respect to such portion of the Premises leased by Landlord until being Sublet for the term specific purpose of carrying out such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the PremisesSublet, and (z) other reasonable subletting costs paid by Tenant on the Sublet, shall resume all its obligations under this Lease with respect be paid to such space, including, without limitation, the payment of Rent attributable to such spaceLandlord.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within rime Within ten (10) business days after Landlord's receipt of the information specified in Paragraph 7.D.PARAGRAPH 25.C., Landlord may, by written notice to Tenant, elect: . (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. . If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that fifty percent (i50%) through Paragraph 7.E.(ivof any excess of the Subrent (the "Excess Subrent") above within over the Rent required to be paid by Tenant under this Lease (or, if only a portion of the Premises is Sublet, the pro rata share of the Rent attributable to the portion of the Premises being Sublet) less (v) reasonable attorneys' fees, (w) leasing commissions (which shall not include the cost of any trade fixtures, equipment or personal property, (x) that portion of the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements allocable to the portion of the Premises being Sublet (for the purposes of this clause (x), the Tenant Improvement Costs shall be amortized over a period of ten (10) business day periodyears, it shall be deemed that Landlord has refused its consent at a per annum interest rate equal to the Sublet. If Landlord elects reference rate, or succeeding similar index, announced from time to proceed with Paragraph 7.E.(iitime by the Bank of America's main San Francisco office, plus one percent (1%), and to lease (y) the Premises or portion thereof proposed to be Sublet cost of any tenant improvements (other than the initial Tenant Improvements) paid for by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including installed in the payment of Rent, with respect to such portion of the Premises leased by Landlord until being Sublet for the term specific purpose of carrying out such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the PremisesSublet, and (z) other reasonable subletting costs paid by Tenant on the Sublet, shall resume all its obligations under this Lease with respect be paid to such space, including, without limitation, the payment of Rent attributable to such spaceLandlord.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at any time within ten Within twenty (1020) business days after ----------------------- Landlord's receipt of the information specified in Paragraph 7.D.25.B., Landlord mayshall, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. (i. If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord pursuant to Paragraph 25.B., subject, however, at Landlord's election, to the condition that one-half ( 1/2) through Paragraph 7.E.(iv) above of any excess of the Subrent over the sum of the Rent required to be paid by Tenant under this Lease, plus reasonable and customary brokerage commissions, attorneys' fees and tenant improvement costs paid by Tenant in connection with such Sublet and, in the event of a Sublet made during the initial Term, the then unamortized portion of the cost of the Tenant Improvements in excess of $10.00 per square foot, shall be paid to Landlord. If Landlord fails to notify Tenant of its consent or refusal to grant consent to the proposed Sublet within the such 20-day period, Tenant may again request approval of such Sublet in writing. If Landlord fails to notify Tenant of Landlord's consent or refusal to grant consent to such Sublet within ten (10) business day perioddays after Landlord's receipt of Tenant's second notice, it then Landlord shall be deemed that to have approved the proposed Sublet as described in the information provided to Landlord has refused its consent pursuant to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease the Premises or portion thereof proposed to be Sublet by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until the term of such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to such space.25.B.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's receipt of the information specified in Paragraph 7.D.PARAGRAPH 25.C., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. . If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord's election, to the condition that fifty percent (i50%) through Paragraph 7.E.(ivof any excess of the Subrent (the "Excess Subrent") above within over the Rent required to be paid by Tenant under this Lease (or, if only a portion of the Premises is Sublet, the pro rata share of the Rent attributable to the portion of the Premises being Sublet) less (v) reasonable attorneys' fees, (w) leasing commissions (which shall not include the cost of any trade fixtures, equipment or personal property), (x) that portion of the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements allocable to the portion of the Premises being Sublet (for the purposes of this clause (x), the Tenant Improvement Costs shall be amortized over a period of ten (10) business day periodyears, it shall be deemed that Landlord has refused its consent at a per annum interest rate equal to the Sublet. If Landlord elects reference rate, or succeeding similar index, announced from time to proceed with Paragraph 7.E.(ii)time by the Bank of America's main San Francisco office, and to lease plus one percent (1%),(y) the Premises or portion thereof proposed to be Sublet cost of any tenant improvements (other than the initial Tenant Improvements) paid for by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including installed in the payment of Rent, with respect to such portion of the Premises leased by Landlord until being Sublet for the term specific purpose of carrying out such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the PremisesSublet, and (z) other reasonable subletting costs paid by Tenant on the Sublet, shall resume all its obligations under this Lease with respect be paid to such space, including, without limitation, the payment of Rent attributable to such spaceLandlord.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's ’s receipt of the information specified in Paragraph 7.D.PARAGRAPH 25.C., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse its consent to the Sublet. . If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord’s election, to the condition that fifty percent (i50%) through Paragraph 7.E.(ivof any excess of the Subrent (the “Excess Subrent”) above within over the Rent required to be paid by Tenant under this Lease (or, if only a portion of the Premises is Sublet, the pro rata share of the Rent attributable to the portion of the Premises being Sublet) less (v) reasonable attorneys’ fees, (w) leasing commissions (which shall not include the cost of any trade fixtures, equipment or personal property), (x) that portion of the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements allocable to the portion of the Premises being Sublet (for the purposes of this clause (x), the Tenant Improvement Costs shall be amortized over a period of ten (10) business day periodyears, it shall be deemed that Landlord has refused its consent at a per annum interest rate equal to the Sublet. If Landlord elects reference rate, or succeeding similar index, announced from time to proceed with Paragraph 7.E.(ii)time by the Bank of America’s main San Francisco office, and to lease plus one percent (1%),(y) the Premises or portion thereof proposed to be Sublet cost of any tenant improvements (other than the initial Tenant Improvements) paid for by Tenant on its own account, Landlord and Tenant shall enter into a Limited Release Agreement whereby Tenant is relieved of any liability, including installed in the payment of Rent, with respect to such portion of the Premises leased by Landlord until being Sublet for the term specific purpose of carrying out such lease expires or is terminated. Upon the expiration of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the PremisesSublet, and (z) other reasonable subletting costs paid by Tenant on the Sublet, shall resume all its obligations under this Lease with respect be paid to such space, including, without limitation, the payment of Rent attributable to such spaceLandlord.

Landlord's Alternatives. Tenant acknowledges that the terms of this Lease, including Rent, have been based on the understanding that Tenant shall physically occupy the Premises for the entire Term. Therefore, at At any time within ten (10) business days after Landlord's ’s receipt of the information specified in Paragraph 7.D.25.D., Landlord may, by written notice to Tenant, elect: (i) to Sublet from Tenant for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant, upon the same terms as those offered to the proposed Subtenant but otherwise upon the form of this Lease, in which event this Lease shall continue in full force and effect and Landlord shall have the right to further Sublet the Premises or portion thereof to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord; (ii) if Landlord provides Tenant with a Limited Release Agreement as provided below, to lease for Landlord's own account the Premises or the portion thereof so proposed to be Sublet by Tenant to any person, including without limitation Tenant's proposed Subtenant, upon any terms desired by Landlord, in which event this Lease shall continue in full force and effect (subject to the Limited Release Agreement and Landlord's leasing rights under this election) ; (iii) to consent to the Sublet by Tenant; or (ivii) to refuse withhold its consent to the Sublet. (i) through Paragraph 7.E.(iv) above within the ten (10) business day period, it shall be deemed Sublease provided that such consent is not unreasonably withheld. If Landlord has refused its consent consents to the Sublet. If Landlord elects to proceed with Paragraph 7.E.(ii), and to lease Tenant may thereafter enter into a valid Sublet of the Premises or applicable portion thereof thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord, subject, however, at Landlord’s election; to the condition that fifty percent (50%) of any excess of the Subrent over the Rent required to be Sublet paid by Tenant on its own accountunder this Lease (or, Landlord and Tenant shall enter into if only a Limited Release Agreement whereby Tenant is relieved of any liability, including the payment of Rent, with respect to such portion of the Premises leased by Landlord until is Sublet, the term of such lease expires or is terminated. Upon the expiration pro rata share of the lease between Landlord and the new tenant for such released space, providing this Lease Term is still in effect, Landlord shall return possession of the released space to Tenant in substantially the same condition, normal wear and tear excepted, it was in when Landlord completed any alterations for its leasing of the Premises, and Tenant shall resume all its obligations under this Lease with respect to such space, including, without limitation, the payment of Rent attributable to the portion of the Premises being Sublet) less reasonable attorneys’ fees, leasing commissions, and other reasonable subletting costs (but only including the cost of any interior improvements up to a maximum of $30,000) paid by Tenant on the Sublet, shall be paid to Landlord. All interior improvements made in connection with the Sublet shall be considered Alterations and shall be subject to the Landlord consent provisions of Section 13, without regard to the cost of such spaceAlteration. Tenant shall be permitted to deduct the amount of such Alterations in connection with the Sublet from the amounts due Landlord pursuant to this Paragraph 25D only after providing Landlord with paid invoices for the costs of such Alterations in connection with the Sublet.