Common use of Landlord’s Election Clause in Contracts

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If In the event that Tenant or Tenant’s successors shall desire seeks to assign its interest under make any Transfer, which is an assignment of this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, a subletting or other transfer of its intent to so assign or sublet, at least thirty days in advance more than fifty percent (50%) of the date it intends to so assign its interest in this Lease Premises (or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name any portion of the proposed assignee Premises for a term equal to or sublessee, the proposed assignee’s or Sublessee’s intended use greater than fifty percent (50%) of the Leased Premisesremaining Term of the Lease), a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which right to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) sublet so that Landlord is thereafter free to lease the Leased 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 Landlord shall make its election to terminate by providing written notice (“Landlord’s Notice”) to Tenant of its election within ten (10) business days after receipt of Tenant’s request for consent and the event required accompanying documentation. If Landlord elects to so terminate this Lease, then (i) if such termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 sixty (1560) days after Landlord has notified the date of Landlord’s Notice. Upon such termination, Tenant and Tenant’s successors shall be released from any further obligation under this Lease if it is terminated in writing 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 such electiona proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement and release with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected . Notwithstanding anything to cancel and terminate the contrary contained in this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with if Landlord exercises the conditions termination rights set forth in Article 7.4 below or (ii) refuse this Section, Tenant shall have the right to so rescind its notice and request for consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use Transfer by written notice to Landlord given (5) days after receipt of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period Notice, in which case this Lease shall not commence until Landlord has received all information requested by Landlordremain in full force and effect.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of an assignment or of a sublease of less than all of or substantially all the Leased PremisesPremises for all or substantially all the then remaining Lease Term, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for If Landlord elects to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under terminate this Lease, or the Lease shall so terminate in its entirety fifteen (iv15) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. days after Landlord has notified Tenant and Tenant’s successors covenant in writing of such election. Landlord and agree to supply to Landlord, upon request, with all necessary Tenant or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. LandlordTenant’s review period successors shall not commence until Landlord has received all information requested by Landlord.execute a cancellation 1003283 v5/SF

Landlord’s Election. If Tenant Landlord estimates that the necessary repairs cannot be completed within one hundred eighty (180) days after the date of the damage or Tenant’s successors shall desire destruction, or if insurance proceeds are insufficient for such purpose (or, for so long as a Landlord Entity is both an owner and an occupant of the Building, if the uninsured portion of any necessary repairs is less than ten percent (10%) of the replacement cost the Building), or if Landlord does not otherwise have the obligation to assign its interest under this Lease repair or restore the damage or destruction pursuant to sublet the Leased PremisesSection 12.1 above, Tenant and Tenant’s successors must first notify Landlordthen in any such event Landlord may elect, in writingits notice to Tenant pursuant to Section 12.1 above, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (ai) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease repair the Leased Premises (or, in the case of a partial sublease, or the portion proposed of the Project necessary for Tenant’s use and occupancy of the Premises pursuant to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlordthe applicable provisions of Section 12.1 above. In the event If Landlord elects to so terminate terminates this Lease, then (i) if such termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until terminate as of the date of such Transferee executes damage or destruction unless Tenant has continued to use all or a new lease with portion of the Premises for the Permitted Use following the date of such damage or destruction, in which case this Lease shall terminate as of the date of Tenant’s receipt of Landlord’s termination notice. Notwithstanding anything to the contrary, enters into possession, and commences Landlord Initials W Tenant Initials NH the payment of rent, and (ii) if Landlord elects simply to either party may terminate this Lease by delivering written notice to the other party within ten (or10) Business Days after Landlord’s delivery of the Repair Notice or the expiration of Landlord’s deadline to deliver the Repair Notice, if the Premises are damaged during the last eighteen (18) months of the Term and it will take more than six (6) months to repair or restore such damage. to replace such items. Tenant shall be responsible for insuring one hundred percent (100%) of the cost of repair and replacement of Tenant’s Alterations, furniture, equipment, trade fixtures and other personal property in the case of a partial sublease, terminate Premises under this Section 12.3. If this Lease as is terminated pursuant to the portion this Article 12, then Tenant shall assign and/or pay over 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 and any insurance proceeds from Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject property insurance attributable to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by LandlordAlterations.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s assignees or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms teens and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender tender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transferMaterial. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so subletsublet Landlord may only terminate this Lease if Tenant subleases 80% or more of the space for substantially the remaining Term, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transferMaterial. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter, at its election by written notice to Tenant: (i) terminate this Lease or Tenant’s successors right of possession, but Tenant shall desire to assign its interest remain liable as hereinafter provided; and/or (ii) pursue any remedies provided for under this Lease or to sublet at law or in equity. Upon the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, termination of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet termination of Tenant’s right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Leased Premises but not sooner than sixty days by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in advance place and use, or remove and store all of the fixtures, equipment and other property of Tenant left at the Premises or elsewhere at the Site. If Landlord terminates this Lease or terminates Tenant’s right of possession, Landlord may recover from Tenant the sum of (i) all Base Rent, Additional Rent and all other amounts accrued hereunder to the date of such datetermination, specifying (ii) the costs set forth in detail Section 10.3 below, and (iii) an amount equal to (A) the terms Base Rent and Additional Rent which would have been payable by Tenant under this Lease had this Lease not been so terminated (or had Tenant’s right of possession not been terminated) for the period commencing after said termination and ending on the last day of the Lease Term with such amounts becoming due and payable by Tenant on such dates as Base Rent would otherwise become due and payable hereunder, less (B) the net rents received by Landlord from re-letting the Premises (or any portion(s) thereof) for the period commencing after said termination and ending on the last day of the Lease Term, such net rents to be determined by first deducting from the gross rents received by Landlord from such re-letting the expenses incurred or paid by Landlord in connection with said termination and in re-entering the Premises and in securing possession thereof, as well as the actual expenses of re-letting (including, without limitation, altering and preparing the Premises for new tenants and any broker’s commission as determined pursuant to Section 10.3 below). Subject to the provisions of Section 10.5 below, any such re-letting may be for a shorter or longer period than the remaining Lease Term, and in no event shall Tenant be entitled to receive any excess of such proposed assignment or sublettingnet rents over the Base Rent payable by Tenant to Landlord under this Lease. Even though Tenant has breached this Lease and abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all its rights and remedies under this Lease, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of right to recover Base Rent and Additional Rent as it becomes due. Any such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. payments due Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) made on the condition dates that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (Base Rent or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 such Additional Rent would otherwise come due under this Lease, then (i) if and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such termination is conditioned upon the execution of a lease between re-letting without termination, Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH the payment of rent, and (ii) if Landlord elects simply may at any time thereafter elect in writing to terminate this Lease for such previous breach. Notwithstanding the foregoing, Landlord may, at its election and in lieu of the amounts set forth in subclause (oriii) above, in recover from Tenant, as liquidated damages for the case then-unexpired portion of a partial sublease, terminate this Lease as to the portion to be so sublet), the Lease Term, a sum that at the time of termination of the Lease on account of such Tenant default or at the time to which installments of such amounts shall so terminate in its entirety (or as to have been paid, represents the space to be so sublet) fifteen (15) days after Landlord has notified Tenant excess of the Base Rent and Additional Rent and other payments herein named over the then-rental value of the Premises for the residue of the Lease Term. Tenant’s successors in writing of such election. In the case of a partial liability for sums due pursuant to this Section 10.2 shall survive any termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant or Solely with respect to assignments and subleases for which Landlord’s consent is required, Landlord shall have the right, within fifteen (15) days after receipt of the Tenant’s successors shall desire Request Notice, to assign its interest under this Lease or elect (i) to sublet the Leased Premises, Demised Premises from Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet Monthly Base Rent then being paid by Tenant for the Leased Demised Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease orbut, in the case of a sublet of a portion of the Demised Premises, that portion thereof which Tenant proposes to sublease of less than by a proportionate reduction in the rent as hereinafter set forth; (ii) to terminate this Lease, effective thirty (30) days after notification thereof, in its entirety, if Tenant intends to sublet or assign all of the Leased Demised Premises but, if Tenant proposes to sublet a portion of the Demised Premises, to terminate this Lease as only with respect to that part such portion of the Leased Premises proposed Demised Premises; or (iii) to be so subletconsent to the sublease or assignment, subject, however, to the provisions of Section 25.1 hereof when the Tenant has not specifically identified the prospective subtenant or assignee, in which event Tenant shall continue to pay Rent as provided for herein; or (iv) to (not unreasonably) withhold its consent to the sublease or assignment. Upon exercise by Landlord of either of the options set forth in subclauses (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free above, Tenant shall have up to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors receipt of written notice of Landlord’s election to notify Landlord in writing of that Tenant has elected to not enter into the sublease or assignment and Landlord shall not exercise its rights pursuant to this Section 25, and if Tenant fails to timely so notify Landlord, then Tenant shall surrender the Demised Premises or such election. In portion thereof, as the case of a partial termination may be, to Landlord on the proposed sublease commencement date (but in no event sooner than thirty (30) days after Landlord’s receipt of the LeaseTenant’s Request Notice), and thereafter the Rent to be paid by Tenant hereunder shall equal the amount determined by multiplying the Rent times a fraction, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate share shall be reduced to an amount numerator of which bears the same relationship to the original amount thereof as the area of that part is such total of the Leased Premises square foot area remaining in the possession of Tenant, and the denominator of which remains subject to is the Lease bears to the original total square foot area of the Leased Premises. Demised Premises on the date hereof The cost of any construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Demised Premises shall be split equally by Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect and the portion paid by Tenant to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected be deemed additional rent hereunder. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of then Tenant shall not be held by tender the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply Proposed Sublet Space to Landlord, upon requestand this Lease shall terminate, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or on the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by LandlordProposed Sublease Commencement Date.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least not less than thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such datePremises, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s 's or Sublessee’s sublessee's intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen (15) days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) 's notice, or (ii) so that Landlord is thereafter free to lease the Leased 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. Notwithstanding the foregoing, Tenant shall have the right to rescind its request for consent within five (5) business days after receipt of Landlord's notice to terminate, in which case this Lease shall continue in full force and effect. In the event Landlord elects to so terminate this LeaseLease and Tenant does not rescind its request for consent to sublease or assign, then (i) if such termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ 's obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly rent, Tenant's Share and Additional Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the this Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ 's compliance with the conditions set forth in Article 7.4 Subparagraph D below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if if; (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iiiii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary in violation of another entity Hazardous Materials Laws. During said fifteen day period, Tenant covenants and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree agrees to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this the Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of taking any action with respect thereto. Once Tenant (or Landlord or both pursuant to the joint marketing election described below) has identified a potential assignee or sublessee, Tenant shall notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty one hundred eighty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s 's or Sublessee’s sublessee's intended use of the Leased Premises, a current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee and sublessee, the form of documents to be used in effectuating such assignment or sublettingsubletting and such other information as Landlord may reasonably request. Landlord shall have a period of fifteen ten (10) business days following receipt of such notice and receipt of all the required information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ 's compliance with the conditions set forth in Article Paragraph 7.4 below below, or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord , or (iii) terminate this Lease as to withhold its consent the entire portion (approximately half) of the floor on the side of the Building elevator bank on which the subject portion of the Leased Premises is located, or, at Landlord's sole option, as to any only such portion of the Leased Premises as is the subject of the proposed assignment or subletting if (i) subletting. Notwithstanding the proposed assignee’s or subtenant’s anticipated use of foregoing, Landlord shall not have the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority right to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; elect option (iii) if above with respect to subleases which both (A) are for terms (including extension options) of not more than three (3) years and (B) expire on or prior to five (5) years after the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the useLease Commencement Date. During such ten (10) business day period, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity Tenant covenants and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree agrees to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. In the event of an election by Landlord under clause (iii) above, Tenant shall have the right to withdraw such notice of intent to assign or sublet provided Tenant notifies Landlord in writing of such withdrawal within five (5) business days after receipt of Landlord’s review period shall not commence until 's termination notice. In the event of an election by Landlord has received all information requested by Landlord.under clause (iii) above, and absent Tenant's timely

Landlord’s Election. If In the event of an Insured Casualty where the extent of damage or destruction is equal to or greater than thirty-three and one-third percent (33 and 1/3%) of the then full replacement cost of the Building, Landlord shall promptly inform Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, of such fact in writing. In such case, of its intent to so assign or subletLandlord may, at least thirty days in advance its option and at its sole discretion, rebuild or restore the Building and Premises to the condition existing immediately prior to the damage or destruction (which, if so elected, shall be performed promptly following receipt of the date it intends to so assign its interest in all required governmental permits and approvals and with all due diligence), or terminate this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or sublettingLease. Landlord shall have a period of fifteen notify Tenant in writing within sixty (60) days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 after the event Landlord elects of damage or destruction of Landlord’s election to so either rebuild or restore the Premises or terminate this Lease. Notwithstanding the foregoing to the contrary, then (i) if such termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH have the payment of rent, and (ii) if Landlord elects simply right to terminate this Lease (orpursuant to this subparagraph if Landlord failed to carry the insurance required by Section 8.1 of this Lease. Notwithstanding anything to the contrary contained in this Lease, in if Landlord carried the case of a partial sublease, required insurance by this Lease but elects to terminate this Lease as pursuant to this subparagraph due to lack of funds, Tenant shall have the right, at Tenant’s sole election, to contribute any shortfall, in which case Landlord’s election to terminate shall be of no further force or effect and Landlord shall rebuild or restore the Premises and the Building pursuant to the portion provisions of this Article 15. If Landlord is obligated to rebuild or restore the Premises and Building pursuant to the terms of the immediately preceding sentence, then, as a condition precedent to such obligation, Tenant shall contribute to Landlord in cash the shortfall in funds prior to the date that Landlord notifies Tenant that Landlord is ready to commence, or cause to be so sublet)commenced, the Lease rebuilding or restoration of the Premises. Such notice by Landlord to Tenant shall so terminate in its entirety be given to Tenant at least thirty (or as 30) days prior to the space date that Landlord intends to commence, or cause to be so sublet) fifteen (15) days after Landlord has notified Tenant and Tenant’s successors in writing of such election. In commenced, the case of a partial termination rebuilding or restoration of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter, at its election by written notice to Tenant: (i) terminate this Lease or Tenant’s successors right of possession, but Tenant shall desire to assign its interest remain liable as hereinafter provided; and/or (ii) pursue any remedies provided for under this Lease or to sublet at law or in equity. Upon the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, termination of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet termination of Tenant’s right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice the right to keep in place and receipt of all information requested by Landlord regarding the proposed assignee use, or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than remove and store all of the Leased Premisesfixtures, terminate equipment and other property of Tenant left at the Premises or elsewhere at the Building Complex. If Landlord terminates this Lease as to that part or terminates Tenant’s right of possession, Landlord may recover from Tenant the Leased Premises proposed to be so sublet, either sum of (i) on all Base Rent, Additional Rent and all other amounts accrued hereunder to the condition that the proposed Transferee immediately enter into a direct lease date of the Leased Premises with Landlord (orsuch termination, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free the costs set forth in Section 10.3 below, and (iii) an amount equal to lease (A) the Leased 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 termination is conditioned upon the execution of a lease between Landlord Base Rent and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations Additional Rent which would have been payable by Tenant under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH the payment of rent, and (ii) if Landlord elects simply to terminate had this Lease not been so terminated (oror had Tenant’s right of possession not been terminated) for the period commencing after said termination and ending on the last day of the Lease Term with such amounts becoming due and payable by Tenant on such dates as Base Rent would otherwise become due and payable hereunder, in less (B) the case net rents received by Landlord from re-letting the Premises (or any portion(s) thereof) for the period commencing after said termination and ending on the last day of a partial subleasethe Lease Term, terminate this Lease as to the portion such net rents to be so sublet), determined by first deducting from the Lease shall so terminate in its entirety (gross rents received by Landlord from such re-letting the expenses incurred or as to the space to be so sublet) fifteen (15) days after paid by Landlord has notified Tenant and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with said termination and in re-entering the usePremises and in securing possession thereof, disposal as well as the actual expenses of re-letting (including, without limitation, altering and preparing the Premises for new tenants and any broker’s commission as determined pursuant to Section 10.3 below). Subject to the provisions of Section 10.4 below, any such re-letting may be for a shorter or storage longer period than the remaining Lease Term, and in no event shall Tenant be entitled to receive any excess of a Hazardous Material (iv) such net rents over the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations Base Rent payable by Tenant to Landlord under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this the Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty fifteen (15) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty one hundred eighty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed property assignee’s 's or Sublessee’s sublessee's intended use of the Leased Premises, a current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee and sublessee, the form of documents to be used in effectuating such assignment or sublettingsubletting and such other information as Landlord may reasonably request. Landlord shall have a period of fifteen ten (10) business days following receipt of such notice and receipt of all the required information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ 's compliance with the conditions set forth in Article Paragraph 7.4 below below, or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord , or (iii) terminate this Lease as to withhold its consent to any the portion (including all) of the Leased Premises that is the subject of the proposed assignment or subletting (the "Recapture Right"). Notwithstanding anything to the contrary contained herein, Landlord shall not exercise its Recapture Right if (i) the proposed assignee’s Tenant proposes to assign or subtenant’s anticipated use sublet less than sixty-five percent (65%) of the Leased Premises is more intensive than Tenant’s and/or involves for sixty-five percent (65%) or less of the storage, use remaining Lease Term or disposal of a Hazardous Material; (ii) if Tenant proposes to assign or sublet more than sixty-five percent (65%) of the Leased Premises for sixty-five percent (65%) or more of the remaining Lease Term PROVIDED that the full amount of the Letter of Credit be maintained and/or reinstated by Tenant throughout the duration of the proposed assignee assignment or subtenant has been required by any prior landlord, lender sublease. In the event Landlord refuses to consent to such requested assignment or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity subletting and the parent entity does not guarantee the obligations under elect to terminate this Lease, or (ivthen Landlord shall provide Tenant a detailed written statement indicating its reason(s) all of the assets of Tenant shall not be held by for refusing to consent to the proposed assignee assignment or subtenant following the transfersublease. During such ten (10) business day period, Tenant covenants and Tenant’s successors covenant and agree agrees to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. In the event Tenant fails to provide all such information, Landlord’s review period 's refusal to consent to the assignment or sublease on the grounds that it was not supplied enough information shall not commence until Landlord has received all information requested by Landlordbe deemed reasonable.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty one hundred eighty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublesseesubleases, the proposed assignee’s 's or Sublessee’s subleasee's, intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee subleasee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen seven (7) days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) 's notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ 's obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ 's proportionate 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 Leased Premises which remains subject to the Lease bears to the original area are of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ 's compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s 's or subtenant’s 's anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement en- forcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material Material. During said seven (iv7) the proposed assignee or subtenant is a subsidiary of another entity period, Tenant covenants and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree agrees to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlordsubleasee.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee At any time within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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's receipt of Tenant's notice of its proposed Assignment or Subletting and the information specified in Section 18.3, Landlord has notified may, by written notice to Tenant, elect to (i) consent to the proposed Assignment or Subletting by Tenant and or (ii) reasonably withhold its consent to the proposed Assignment or Subletting by Tenant (however, if the foregoing fifteen (15) day period will expire prior to the expiration of the thirty (30) day period following Tenant’s successors 's delivery of the Intention to Transfer Notice pursuant to the following paragraph, then such fifteen (15) day period shall be extended to be coterminous with such thirty (30) day period). If Landlord fails to notify Tenant in writing of such election, Landlord shall be deemed to have disapproved of such Assignment or Subletting. In Notwithstanding anything to the case contrary contained herein, if Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 18 or otherwise has breached or acted unreasonably under this Section 18, Tenant's sole remedies shall be a declaratory judgment and an injunction for the relief sought without monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 18.4, if Tenant contemplates a proposed Assignment of a partial its entire interest in this Lease or the Subletting of the entire Premises, then [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 32 Tenant shall give Landlord notice (the "INTENTION TO TRANSFER NOTICE") of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the contemplated date of commencement of the contemplated transfer, which shall not be earlier than thirty (30) days following Landlord's receipt of the Intention to Transfer Notice (the "CONTEMPLATED EFFECTIVE DATE"). Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after Landlord's receipt of the Intention to Transfer Notice, to terminate this Lease and release Tenant and any guarantor hereunder from all obligations first occurring under this Lease as of the Contemplated Effective Date (except those obligations that expressly survive the expiration or earlier termination of this Lease). If Landlord declines, or fails to elect in a timely manner to terminate this Lease under this Section 18.4 within such thirty (30) day period, then, provided Landlord has consented to the Leaseproposed transfer, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate share Tenant shall be reduced entitled to an amount which bears proceed with the same relationship to the original amount thereof as the area of that part of the Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord proposed transfer and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected any right to cancel and terminate this Leaserecapture with respect to any transfer thereof consummated within a period of six (6) months (the "SIX MONTH PERIOD") commencing on the expiration of such thirty (30) day period; provided, to either (i) consent to however, that any such requested assignment or subletting transfer shall be subject to Tenant’s and Tenant’s successors’ compliance other terms of this Section 18. If such a transfer is not so consummated within the Six Month Period (or if a transfer is so consummated, then upon the expiration of the term of any transfer consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent respect to any proposed assignment Assignment of its entire interest in this Lease or subletting if (i) the proposed assignee’s or subtenant’s anticipated use any Subletting of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlordentire Premises.

Landlord’s Election. If Tenant or Tenant’s 's successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s 's successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s 's or Sublessee’s 's, intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord XXX regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s 's (or Tenant’s 's successors’') notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s 's and Tenant’s 's successors’ ' obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s 's successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s 's or Tenant’s 's successors’ ' proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s 's successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s 's and Tenant’s 's successors’ ' compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s 's or subtenant’s 's anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transferMaterial. Tenant and Tenant’s 's successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s 's review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If If, prior to Landlord’s delivery to Tenant or of a Termination Notice with respect to a particular potential Early Termination Space, Tenant executes a bona fide arms-length sublease with a non-affiliate third party for such potential Early Termination Space and delivers to Landlord written notice of such sublease and a copy thereof, then as long as there is no uncured Event of Default by Tenant, within ten (10) business days after Landlord’s receipt of Tenant’s successors sublease notice Landlord shall desire to assign its interest under this Lease or to sublet the Leased Premises, notify Tenant and Tenant’s successors must first notify Landlord, in writing, writing of its intent to so assign or sublet, at least thirty days in advance election of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease orLandlord’s disapproval of the proposed sublease if Landlord disapproves such proposed sublease in Landlord’s commercially reasonable business judgment in accordance with Section 10.1 of the Lease; (b) Landlord’s approval of the proposed sublease and waiver by Landlord of its Early Termination Right for the term of such sublease with respect to the sublease space under such sublease; (c) Landlord’s election to sublease from Tenant the sublease space set forth in the proposed sublease on the same terms as set forth in such proposed sublease and Landlord’s waiver of its Early Termination Right for the term of such sublease with respect to the sublease space under such sublease; or (d) Landlord’s election to exercise its Early Termination Right effective as of an Effective Termination Date that is the date preceding the commencement date of the term of the proposed sublease, with respect to either (i) all (but not less than all of) the sublease space under the proposed sublease, which, notwithstanding the provisions of Section 1 above, may be for space that constitutes a partial floor, or (ii) in the case of a proposed sublease of less than all that includes sublease space that constitutes a partial floor, the sublease space under the proposed sublease plus the entire remainder of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use floor of the Premises upon which the partial floor sublease space is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlordlocated.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of an assignment or of a sublease of less than all of or substantially all the Leased PremisesPremises for all or substantially all the then remaining Lease Term, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. If Landlord elects to terminate this Lease, the Lease shall so terminate in its entirety fifteen (15) days after Landlord has notified Tenant and Tenant’s successors in writing of such election. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Leased Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transferMaterial. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this the Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of taking any action with respect thereto. Once Tenant (or Landlord or both pursuant to the joint marketing election described below) has identified a potential assignee or sublessee, Tenant shall notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty one hundred eighty (180) days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublesseesublessee’s intended use of the Leased Premises, a current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee and sublessee, the form of documents to be used in effectuating such assignment or sublettingsubletting and such other information as Landlord may reasonably request. Landlord shall have a period of fifteen ten (10) business days following receipt of such notice and receipt of all the required information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article Paragraph 7.4 below below, or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord , or (iii) terminate this Lease as to withhold its consent the entirety of the Premises, or, at Landlord’s sole option, as to any only such portion of the Premises as is the subject of the proposed assignment or subletting if (isuch termination to be effective either (A) on the proposed assigneedate specified in Tenant’s or subtenant’s anticipated use notice as the intended effective date of the Premises is more intensive than Tenant’s and/or involves the storage, use assignment or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Leasesubletting, or (ivB) all on such tenth (10th) business day after receipt of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant notice, at Landlord’s option). During such ten (10) business day period, Tenant covenants and agree agrees to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review In the event of an election by Landlord under clause (iii) above, Landlord shall have the right to enter into a direct lease with the proposed assignee or sublessee without payment of any consideration to Tenant. In addition, in the event Tenant desires to sublease all or a portion of the Premises, Landlord shall have the right to elect to jointly market with Tenant the applicable portion (including all) of the Premises for subleasing and/or direct leasing, such joint marketing election to be made, if at all, in writing and delivered to Tenant during the thirty (30) day period shall not commence until Landlord has received all information requested by Landlorddescribed in the first sentence of this Paragraph 7.3.

Landlord’s Election. If Tenant or Tenant’s successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee At any time within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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's receipt of Tenant's notice of its proposed Assignment or Subletting and the information specified in Section 18.3, Landlord has notified may, by written notice to Tenant, elect to (i) consent to the proposed Assignment or Subletting by Tenant and or (ii) reasonably withhold its consent to the proposed Assignment or Subletting by Tenant (however, if the foregoing fifteen (15) day period will expire prior to the expiration of the thirty (30) day period following Tenant’s successors 's delivery of the Intention to Transfer Notice pursuant to the following paragraph, then such fifteen (15) day period shall be extended to be coterminous with such thirty (30) day period). If Landlord fails to notify Tenant in writing of such election, Landlord shall be deemed to have disapproved of such Assignment or Subletting. In Notwithstanding anything to the case contrary contained herein, if Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 18 or otherwise has breached or acted unreasonably under this Section 18, Tenant's sole remedies shall be a declaratory judgment and an injunction for the relief sought without monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 18.4, if Tenant contemplates a proposed Assignment of a partial its entire interest in this Lease or the Subletting of the entire Premises, then Tenant shall give Landlord notice (the "Intention to Transfer Notice") of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the contemplated date of commencement of the contemplated transfer, which shall not be earlier than thirty (30) days following Landlords receipt of the Intention to Transfer Notice (the "Contemplated Effective Date"). Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after Landlord's receipt of the Intention to Transfer Notice, to terminate this Lease and release Tenant and any guarantor hereunder from all obligations first occurring under this Lease as of the Contemplated Effective Date (except those obligations that expressly survive the expiration or earlier termination of this Lease). If Landlord declines, or fails to elect in a timely manner to terminate this Lease under this Section 18.4 within such thirty (30) day period, then, provided Landlord has consented to the Leaseproposed transfer, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate share Tenant shall be reduced entitled to an amount which bears proceed with the same relationship to the original amount thereof as the area of that part of the Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord proposed transfer and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected any right to cancel and terminate this Leaserecapture with respect to any transfer thereof consummated within a period of six (6) months (the "Six Month Period") commencing on the expiration of such thirty (30) day period; provided, to either (i) consent to however, that any such requested assignment or subletting transfer shall be subject to Tenant’s and Tenant’s successors’ compliance other terms of this Section 18. If such a transfer is not so consummated within the Six Month Period (or if a transfer is so consummated, then upon the expiration of the term of any transfer consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent respect to any proposed assignment Assignment of its entire interest in this Lease or subletting if (i) the proposed assignee’s or subtenant’s anticipated use any Subletting of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlordentire Premises.

Landlord’s Election. If Tenant or Tenant’s 's successors shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant and Tenant’s 's successors must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s 's or Sublessee’s 's intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of fifteen days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, ,* either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s 's (or Tenant’s 's successors’') notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s 's and Tenant’s 's successors’ ' obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH 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 and Tenant’s 's successors in writing of such election. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s 's or Tenant’s 's successors’ ' proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s 's successors shall execute a cancellation agreement with respect to the Lease to effect such * LANDLORD MAY ONLY TERMINATE THIS LEASE IF TENANT SUBLEASES 80% OR MORE OF THE SPACE FOR SUBSTANTIALLY THE THEN REMAINING TERM. termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s 's and Tenant’s 's successors’ ' compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s 's or subtenant’s 's anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transferMaterial. Tenant and Tenant’s 's successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s 's review period shall not commence until Landlord has received all information requested by Landlord.

Landlord’s Election. If Tenant In the event of an Insured Casualty where the extent of damage or Tenant’s successors shall desire destruction is equal to assign its interest under this Lease or to sublet greater than thirty-three and one-third percent (33 and 1/3%) of the Leased then full replacement cost of the Premises, Tenant and Tenant’s successors must first notify Landlord, in writing, of its intent to so assign or subletLandlord may, at least thirty days in advance its option and at its sole discretion, rebuild or restore the Premises to the condition existing immediately prior to the damage or destruction (which, if so elected, shall be performed promptly following receipt of the date it intends to so assign its interest in all required governmental permits and approvals and with all due diligence), or terminate this Lease or sublet the Leased Premises but not sooner than sixty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or Sublessee’s intended use of the Leased Premises, a current financial statement of such proposed assignee or sublessee and the form of documents to be used in effectuating such assignment or sublettingLease. Landlord shall have a period of fifteen notify Tenant in writing within sixty (60) days following receipt of such notice and receipt of all information requested by Landlord regarding the proposed assignee or sublessee within which to do one of the following: (a) terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s (or Tenant’s successors’) notice, or (ii) so that Landlord is thereafter free to lease the Leased 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 after the event Landlord elects of damage or destruction of Landlord’s election to so either rebuild or restore the Premises or terminate this Lease. Notwithstanding the foregoing to the contrary, then (i) if such termination is conditioned upon the execution of a lease between Landlord and the proposed Transferee, Tenant’s and Tenant’s successors’ obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences Landlord Initials W Tenant Initials NH have the payment of rent, and (ii) if Landlord elects simply right to terminate this Lease (orpursuant to this subparagraph if Landlord failed to carry the insurance required by Section 8.1 of this Lease. Notwithstanding anything to the contrary contained in this Lease, in if Landlord carried the case of a partial sublease, required insurance by this Lease but elects to terminate this Lease as pursuant to this subparagraph due to lack of funds, Tenant shall have the right, at Tenant’s sole election, to contribute any shortfall, in which case Landlord’s election to terminate shall be of no further force or effect and Landlord shall rebuild or restore the Premises pursuant to the portion provisions of this Article 15. If Landlord is obligated to rebuild or restore the Premises pursuant to the terms of the immediately preceding sentence, then, as a condition precedent to such obligation, Tenant shall contribute to Landlord in cash the shortfall in funds prior to the date that Landlord notifies Tenant that Landlord is ready to commence, or cause to be so sublet)commenced, the Lease rebuilding or restoration of the Premises. Such notice by Landlord to Tenant shall so terminate in its entirety be given to Tenant at least thirty (or as 30) days prior to the space date that Landlord intends to commence, or cause to be so sublet) fifteen (15) days after Landlord has notified Tenant and Tenant’s successors in writing of such election. In commenced, the case of a partial termination rebuilding or restoration of the Lease, the Base Monthly Rent and Tenant’s or Tenant’s successors’ proportionate 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 Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant or Tenant’s successors shall execute a cancellation agreement with respect to the Lease to effect such termination or partial termination, or (b) if Landlord shall not have elected to cancel and terminate this Lease, to either (i) consent to such requested assignment or subletting subject to Tenant’s and Tenant’s successors’ compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee’s or subtenant’s anticipated use of the Premises is more intensive than Tenant’s and/or involves the storage, use or disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, disposal or storage of a Hazardous Material (iv) the proposed assignee or subtenant is a subsidiary of another entity and the parent entity does not guarantee the obligations under this Lease, or (iv) all of the assets of Tenant shall not be held by the proposed assignee or subtenant following the transfer. Tenant and Tenant’s successors covenant and agree to supply to Landlord, upon request, with all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. Landlord’s review period shall not commence until Landlord has received all information requested by Landlord.