Common use of Landlord’s Options Clause in Contracts

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.112.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or . (c) in if the event of Tenant proposes to sublease more than fifty (i50%) a proposed assignment percent of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termrentable square footage, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed affected by the terms Transfer as of the applicable sublease)date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet. The provisions of this section shall not apply to a sublease or assignment of all or any portion of the Premises to an entity affiliated with and under the common control of Tenant ("Affiliated Entity").

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) subject to Section 12.1, disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the this Lease in full force and effect as to the entire Premises; or (c) in if the event of (i) a proposed assignment of the Lease or (ii) Transfer is a sublease of more less than 50% 25,000 rentable square feet of the Premises (taking into account all sublets in other than a Permitted Transfer or a Transfer to a Permitted Occupant), terminate this Lease as to the aggregate) for all or substantially all portion of the balance of Premises affected by the Term, terminate the Lease Transfer as of the proposed effective date of the Transfer set forth in TenantLandlord’s notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice; or (d) if the proposed Transfer Notice is an assignment of this Lease or a sublease of 25,000 rentable square feet or more of the Premises (in either case, other than a Permitted Transfer or a Transfer to a Permitted Occupant), terminate this Lease (a “Recapture”)) as of the date set forth in Landlord’s notice of exercise of such option, which date shall not be less than sixty (60) days nor more than ninety (90) days following the giving of such notice; provided, however, that if Tenant may, prior to the delivery of a Transfer Notice, request in writing designating the affected area of the Premises, identifying the prospective subtenant, and providing such other information as Landlord may reasonably request, whether Landlord will exercise a Recapture of the Premises (a “Recapture Notice”) and Landlord shall notify Tenant of Landlord’s intention to whether it shall Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord Premises within ten (10) business days of Tenant’s receipt of Landlord’s the Recapture noticeNotice (or if later, the receipt of such information). If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental subtenant’s obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a the applicable portion of the Premises) as provided above), Tenant shall surrender possession of the Premises or of such portion of the Premises, as the case may be, on the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Noticenotice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, (i) Rent, Tenant’s Share and Tenant’s parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant’s Premises during the Term of the proposed sublet, and (ii) Landlord shall be responsible, at Landlord’s cost, for separately demising the terminated portion of the Premises from the remaining portion of the Premises so as to create a multi-tenant building (Tenant acknowledging that Landlord shall have the right to recapture additional portions of the Premises that, in Landlord’s sole judgment, are necessary or desirable in order to provide a new tenant of the terminated portion of the Premises with loading dock access, front door access and elevator access, it being reasonable to require bifurcation of the Premises in a way that will meet code and render the recaptured space marketable).

Landlord’s Options. Landlord shall have the optionmay, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of alternative, (i) a proposed assignment of continue this Lease in effect, as long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all its rights and remedies under the Lease Lease, including the right to recover the Rent as it becomes due under the Lease; or (ii) a sublease terminate Tenant’s right of more than 50% possession (but not this Lease) and repossess the Premises pursuant to the laws of the Premises State in which the Project is located in which event Landlord may, but shall be under no obligation to do so (taking into account all sublets in except to the aggregate) for all or substantially all extent required by the laws of the State in which the Project is located), relet the Premises for the account of Tenant for such Rent and upon such Terms as shall be satisfactory to Landlord. For purpose of such reletting Landlord is authorized by Tenant to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient, at Tenant’s expense. Tenant shall also be responsible for Rent for the period that the Premises are vacant and all costs of re-letting, including, without limitation, brokerage commissions and attorneys’ fees. Tenant shall be liable for any deficiency of such rental below the total rental and all other payments herein provided for the unexpired balance of the TermTerm of this Lease. If said breach of the Lease continues, Landlord may, at any time thereafter, elect to terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice Lease; or (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered iii) exercise any and all other rights and remedies available to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (at law or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leaseequity.

Landlord’s Options. Landlord shall have the optionmay, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of alternative, (i) a proposed assignment of continue this Lease in effect, as long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all its rights and remedies under the Lease Lease, including the right to recover the Rent as it becomes due under the Lease; or (ii) a sublease terminate Tenant's right of more than 50% possession (but not this Lease) and repossess the Premises pursuant to the laws of the Premises State in which the Project is located in which event Landlord may, but shall be under no obligation to do so (taking into account all sublets in except to the aggregate) for all or substantially all extent required by the laws of the State in which the Project is located), relet the Premises for the account of Tenant for such Rent and upon such terms as shall be satisfactory to Landlord. For purpose of such reletting Landlord is authorized by Tenant to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient, at Tenant's expense. Tenant shall also be responsible for Rent for the period that the Premises are vacant and all costs of re-letting, including, without limitation, brokerage commissions and attorneys' fees. Tenant shall be liable for any deficiency of such rental below the total rental and all other payments herein provided for the unexpired balance of the TermTerm of this Lease. If said breach of the Lease continues, Landlord may, at any time thereafter, elect to terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice Lease; or (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered iii) exercise any and all other rights and remedies available to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (at law or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leaseequity.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer effectuate the Premisesrequested Transfer; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s requested Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed that any such Transfer is an assignment of the Lease or a sublet of fifty percent (ii50%) or more of the rentable square footage of the Premises, terminate the entire Lease or, at Landlord’s election with respect to a sublease of more than 50% sublet, solely with respect to the portion of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease affected by such sublet as of the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Notice notice of exercise of such option, which date shall not be less than thirty (a 30) days nor more than ninety (90) days following the giving of such notice (“RecaptureLandlord’s Recapture Right”); provided. Notwithstanding anything contained herein to the contrary, howeverany purported exercise by Landlord of its right hereunder to so take back the Premises shall be ineffective if, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten five (105) business days after delivery of Tenant’s receipt of notice from Landlord that Landlord intends to exercise such Landlord’s Recapture noticeRight, Tenant delivers written notice to Landlord withdrawing the proposed assignment or sublease. If Landlord approves of the proposed Transfer pursuant to Section 12.1 aboveTransfer, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Lease. EAST\126610515.10 If Landlord exercises its option to terminate this Lease (or elects in the case of a partial sublet sublease to release Tenant terminate the Lease with respect to a the sublet portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Noticenotice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant’s parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant’s Premises during the Term of the proposed sublet. The provisions of this Section 12.2 allowing Landlord to terminate the Lease by reason of any proposed Transfer shall not be applicable in any case of a Permitted Transfer.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) terminate the Lease as to the portion of the Premises affected by the Transfer as of the date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice; provided that option (c) shall not be available to Landlord in the event of (i) a proposed an assignment of the this Lease or (ii) a sublease of more than 50% of the Premises to an Affiliated Entity (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”hereinafter defined); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s 's obligations under this Lease; and (iii) Tenant shall provide Landlord with a written ratification agreement from each guarantor of this Lease applicable in form and substance satisfactory to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet, and the Tenant’s Share shall also be readjusted accordingly.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty Within ten (2010) days after business of Landlord’s 's receipt of a any Transfer Notice accompanied and all of the information and materials required by the other information described first sentence in Section 12.114.2 above (including, towithout limitation, any and all additional information requested by Landlord concerning the proposed Transferee's financial responsibility), Landlord will notify Tenant of its election to do one of the following: (a) permit Tenant consent to the proposed Transfer the Premisessubject to such reasonable conditions as Landlord may impose in providing such consent; or (b) disapprove (providedrefuse such consent, Landlord’s disapproval must which refusal shall be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as on reasonable grounds, subject to the entire Premises; terms herein, or (c) in terminate this Lease (or, as to a partial subletting or assignment, terminate this Lease as to the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% portion of the Premises (taking into account all sublets in proposed to be sublet or assigned if the aggregate) for all term of any such sublease or substantially all partial assignment is coterminous with the remaining term of the balance of the Termthis Lease), terminate the Lease effective as of the proposed effective date of the Transfer set forth Date, without the imposition of any termination fee to Tenant. If in Tenant’s such notice Landlord elects to terminate this Lease as to any portion of the Premises and Tenant does not rescind in writing its request for Landlord's consent to the applicable Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s after its receipt of Landlord’s Recapture notice. If Landlord approves written notice of the proposed Transfer pursuant to Section 12.1 abovesuch termination, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: then (i) this Lease shall cease for such portion of the Transfer shall be on the same terms set forth in the Transfer Notice; and Premises, (ii) no Transfer Tenant shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered pay to Landlord pursuant all Rent accrued through the termination date relating to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that such portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed covered by the terms proposed Transfer, and (iii) Landlord and Tenant shall, within fifteen (15) days after Tenant's receipt of the applicable sublease). If Landlord exercises its option to terminate Landlord's written notice of termination, enter into an agreement amending this Lease to reflect such partial termination (or in the case of a partial sublet to release Tenant with respect to a including, without limitation, Tenant's acknowledgment and agreement that Landlord may lease such portion of the Premises) as provided above, Tenant shall surrender possession of Premises to the Premises on the proposed effective date of the Transfer set forth in prospective transferee [or to any other person] without liability to Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease).

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within Within twenty (20) days after of Landlord’s 's receipt of a any Transfer Notice accompanied and all of the information and materials required by the other information described first sentence in Section 12.114.2 above (including, towithout limitation, any and all additional information requested by Landlord concerning the proposed Transferee's financial responsibility), Landlord will notify Tenant of its election to do one of the following: (a) permit Tenant consent to the proposed Transfer the Premisessubject to such reasonable conditions as Landlord may impose in providing such consent; or (b) disapprove (providedrefuse such consent, Landlord’s disapproval must which refusal shall be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as on reasonable grounds, subject to the entire Premises; terms herein, or (c) in terminate this Lease (or, as to a partial subletting or assignment, terminate this Lease as to the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% portion of the Premises (taking into account all sublets in proposed to be sublet or assigned if the aggregate) for all term of any such sublease or substantially all partial assignment is co-terminous with the remaining term of the balance of the Termthis Lease), terminate the Lease effective as of the proposed effective date of the Transfer set forth Date. If Landlord terminates this Lease as to any portion of the Premises and Tenant does not rescind in Tenant’s writing its request for Landlord's consent to the applicable Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s after its receipt of Landlord’s Recapture notice. If Landlord approves written notice of the proposed Transfer pursuant to Section 12.1 abovesuch termination, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: then (i) this Lease shall cease for such portion of the Transfer shall be on the same terms set forth in the Transfer Notice; and Premises, (ii) no Transfer Tenant shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered pay to Landlord pursuant all Rent accrued through the termination date relating to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed covered by the terms proposed Transfer, and (iii) Landlord and Tenant shall, within fifteen (15) days after Tenant's receipt of the applicable sublease). If Landlord exercises its option to terminate Landlord's written notice of termination, enter into an agreement amending this Lease to reflect such partial termination (or in the case of a partial sublet to release Tenant with respect to a including, without limitation, Tenant's acknowledgment and agreement that Landlord may lease such portion of the Premises) as provided above, Tenant shall surrender possession of Premises to the Premises on the proposed effective date of the Transfer set forth in prospective transferee [or to any other person] without liability to Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease).

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant At any time within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described specified in Section 12.111.2 above, to: Landlord may by written notice to Tenant elect to (ai) permit Tenant consent to Transfer the Premisessubletting or assignment upon the terms and to the subtenant or assignee proposed; (ii) condition such consent upon the assumption by such assignee or sublessee of all obligations hereunder and such other reasonable conditions as Landlord may impose, including but not limited to adjustment of the rental payable hereunder (based on use restrictions as to the Premises set forth in this Lease); or (biii) disapprove refuse to give its consent. Tenant agrees that Landlord may refuse to consent to any proposed assignment or subletting for any reason or reasons deemed sufficient by Landlord without regard to any objective standard of reasonableness and may consent to a proposed subletting or assignment subject to such conditions as Landlord, in its sole discretion, deems appropriate. Tenant further agrees that no assignment or subletting consented to by Landlord shall impair or diminish any covenant, condition or obligation imposed upon Tenant by this Lease or any right, remedy or benefit afforded Landlord by this Lease. If Landlord consents to such assignment or subletting, Tenant may thereafter within ninety (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof90) days after the Tenant’s Transfer expiration of said thirty (30) day period enter into a valid assignment or sublease of the Premises or portion thereof, upon the terms and to continue the Lease in full force and effect as to the entire Premises; or (c) conditions described in the event of (i) a proposed assignment of the Lease information required to be furnished by Tenant to Landlord pursuant to Section 11.2 above or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termother terms not less favorable to Tenant, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth any material change in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If such subletting or assignment from those approved by Landlord exercises its option shall be subject to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) Landlord's consent as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leasethis Article.

Landlord’s Options. If Tenant desires to effect a Transfer, then at least twenty-one (21) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall deliver to Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20“Transfer Notice”) days after Landlord’s receipt of a Transfer Notice accompanied by setting forth the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises terms and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as conditions of the proposed effective date Transfer and the identity of the Transfer set forth in Tenant’s Transfer Notice proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “RecaptureTransferee”); provided, however, that if Landlord . Tenant shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered also deliver to Landlord with the Transfer Notice, a current financial statement and such evidence of financial responsibility and standing as Landlord may reasonably require of the Transferee which have been certified or audited by a reputable independent accounting firm acceptable to Landlord, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Except with respect to a Permitted Transfer, within ten (10) business days of Tenantafter Landlord’s receipt of any Transfer Notice, Landlord will notify Tenant of its election to do one of the following: (a) consent to the proposed Transfer subject to such reasonable conditions as Landlord may impose in providing such consent; (b) refuse such consent, which refusal shall be on reasonable grounds; or (c) terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned and recapture all or such portion of the Premises for reletting by Landlord’s Recapture notice. If Landlord approves , which termination shall be effective as of the proposed Transfer pursuant to Section 12.1 aboveDate; provided, however, Tenant may enter into shall have the proposed right to withdraw its request for a Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered written notice to Landlord pursuant given within five (5) business days following notice of Landlord’s election to which the Transferee shall expressly assume all of Tenant’s obligations under terminate this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Lease. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to only a portion of the Premises) as provided above, Tenant shall surrender possession Premises following Tenant’s request for Landlord’s approval of the Premises on proposed sublease of such space (and Tenant fails to timely withdraw its request), Landlord shall be responsible for the proposed effective date construction of any demising wall which Landlord reasonably deems necessary to separate such space from the remainder of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the LeasePremises.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.111.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in if the event of Tenant proposes to sublease more than fifty (i50%) a proposed assignment percent of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termrentable square footage, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed affected by the terms Transfer as of the applicable sublease)date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet. The provisions of this section shall not apply to a sublease or assignment of all or any portion of the Premises to a entity affiliated with and under the common control of Tenant ("Affiliated Entity").

Landlord’s Options. Landlord shall have the option, exercisable In connection with any request by written notice delivered to Tenant within twenty (20) days after for Landlord’s receipt of a Transfer Notice accompanied by the other information described consent to assignment or subletting, Tenant shall submit to Landlord in Section 12.1, to: writing (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the “Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (cSublease Notice”) in the event of (i) a proposed assignment the name of the Lease proposed assignee or subtenant, (ii) a sublease of more than 50% of the Premises such information as to its financial responsibility and standing as Landlord may reasonably require, and (taking into account all sublets in the aggregateiii) for all or substantially all of the balance of the Term, terminate the Lease as of terms and provisions upon which the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention assignment or subletting is to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within be made. Within ten (10) business days after receipt from Tenant of Tenant’s Sublease Notice and receipt of Landlord’s Recapture notice. If the information required hereunder, Landlord approves shall have the following options: (a) reasonably withholding its consent if the proposed sublease is at least 10,000 rentable square feet, or if the proposed sublease is less than 10,000 rentable square feet, withholding consent in its sole and absolute discretion; (b) withholding consent if the proposed assignee or sublessee is a “Competitor” (as that term is hereinafter defined); (c) if the request is made after the third (3rd) anniversary of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession commencement of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered Term and is to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of to elect to match said offer and sublease the Demised Premises or relevant portion thereof on the proposed effective date of the Transfer same terms and conditions as set forth in Tenant’s Transfer Sublease Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive ; (d) if the termination request is made after the third (3rd) anniversary of the Lease.commencement of the Term and is to assign this Lease or sublet all of the Premises, elect to match said offer

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Notice notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice (a “Recapture”); provided, however, that if Tenant may, prior to the delivery of a Transfer Notice, request in writing designating the affected area of the Premises, identifying the prospective subtenant or assignee, and providing such other information as Landlord may reasonably request, whether Landlord will exercise a Recapture of the portion of the Premises which Tenant desires to Transfer (a “Recapture Notice”) and Landlord shall notify Tenant whether it shall Recapture the Premises (or, with respect to a sublet of Landlord’s intention to Recapture less than all of the Premises, Tenant may elect to withdraw its Transfer Notice by written notice the affected portion of such election delivered to Landlord the Premises) within ten (10) business days of Tenant’s receipt of Landlord’s the Recapture noticeNotice (or if later, the receipt of such information). If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). The right to Recapture set forth in this Section shall not apply to a Permitted Transfer. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises or a portion of the Premises, as the case may be, on the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Noticenotice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.

Landlord’s Options. If Tenant desires to effect a Transfer, then at least thirty (30) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall deliver to Landlord shall have the option, exercisable by written notice delivered (“Transfer Notice”) setting forth the terms and conditions of the proposed Transfer and the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”). Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and such evidence of financial responsibility and standing as Landlord may reasonably require of the Transferee, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Except with respect to a Permitted Transfer, within twenty fifteen (2015) business days after Landlord’s receipt of a any Transfer Notice accompanied Notice, and any additional information requested by Landlord pursuant to this Section 20.2, Landlord will notify Tenant of its election to do one of the other information described in Section 12.1, tofollowing: (a) permit Tenant consent to the proposed Transfer the Premisessubject to such reasonable conditions as Landlord may impose in providing such consent; or (b) disapprove (providedrefuse such consent, Landlord’s disapproval must which refusal shall be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premiseson reasonable grounds; or (c) in the event of (i) a proposed assignment of the terminate this Lease as to all or (ii) a sublease of more than 50% such portion of the Premises (taking into account all sublets in the aggregate) for which is proposed to be sublet or assigned and recapture all or substantially all such portion of the balance of the TermPremises for reletting by Landlord, terminate the Lease which termination shall be effective as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Date. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to only a portion of the Premises) as provided above, Tenant shall surrender possession Premises following Tenant’s request for Landlord’s approval of the Premises on proposed sublease of such space, Landlord shall be responsible, at Landlord’s sole cost and expense, for the proposed effective date construction of any demising wall necessary to separate such space from the remainder of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the LeasePremises.

Landlord’s Options. Except in the event of a Permitted Transfer (as hereinafter defined), Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.118.1, to: to (a) permit Tenant to Transfer approve the Premisesproposed Transfer; or (b) reasonably disapprove the proposed Transfer (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer a statement of the Premises grounds therefor) and to continue the Lease in full force and effect as to the entire Premiseseffect; or (c) in the event of (i) a proposed an assignment of the this Lease or (ii) a sublease of more than fifty percent (50% %) of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the then-remaining Term, terminate the Lease with respect to the portion of the Premises affected by the Transfer or, at Landlord’s option, the entire Premises (it being specifically agreed that Landlord may terminate the Lease with respect to the entire Premises even if Tenant proposes to transfer only a portion of the Premises) as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of exercise of such election delivered to Landlord within ten option, which date shall not be less than thirty (1030) business days nor more than ninety (90) days following the giving of Tenant’s receipt of Landlord’s Recapture such notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 18.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion Lease; and (iii) Tenant shall provide Landlord with a written ratification agreement from each guarantor of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet form and substance satisfactory to release Tenant with respect to a portion of the Premises) as provided aboveLandlord. In addition, Tenant shall surrender possession agrees to reimburse Landlord for its reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with Landlord’s review of any (x) proposed Transfer whether or not Landlord approves the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, same and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.(y)

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.112.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or . (c) in if the event of Tenant proposes to sublease more than fifty (i50%) a proposed assignment percent of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termrentable square footage, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed affected by the terms Transfer as of the applicable sublease)date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the Lease.Premises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet. The provisions of this section shall not apply to a sublease or assignment of all or any portion of the Premises to an entity affiliated with and under the common control of Tenant ("Affiliated Entity"). 12.03

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.112.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as to the portion of the proposed effective date Premises affected by the Transfer as of the Transfer date set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written 's notice of exercise of such election delivered to Landlord within ten option, which date shall not be less than thirty (1030) business days nor more than ninety (90) days following the giving of Tenant’s receipt of Landlord’s Recapture such notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 12.01 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; Notice , and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s 's obligations under this Lease; and (iii) Tenant shall provide Landlord with a written ratification agreement from each guarantor of this Lease applicable in form and substance satisfactory to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.112. 1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as to the portion of the proposed effective date Premises affected by the Transfer as of the Transfer date set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of exercise of such election delivered to Landlord within ten option, which date shall not be less than thirty (1030) business days nor more than ninety (90) days following the giving of Tenant’s receipt of Landlord’s Recapture such notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; Notice , and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease; and (iii) Tenant shall provide Landlord with a written ratification agreement from each guarantor of this Lease applicable in form and substance satisfactory to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect there to. If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant’s parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant’s Premises during the Term of the proposed sublet.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% all or substantially all (meaning at least 75%) of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Notice notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice (a “Recapture”); provided, however, that if Tenant may, prior to the delivery of a Transfer Notice, request in writing designating the affected area of the Premises, identifying the prospective subtenant or assignee, and providing such other information as Landlord may reasonably request, whether Landlord will exercise a Recapture of the portion of the Premises which Tenant desires to Transfer (a “Recapture Notice”) and Landlord shall notify Tenant of Landlord’s intention to whether it shall Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord Premises within ten (10) business days of Tenant’s receipt of Landlord’s the Recapture noticeNotice (or if later, the receipt of such information). If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Noticenotice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.111.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in if the event of Tenant proposes to sublease more than fifty (i50%) a proposed assignment percent of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termrentable square footage, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed affected by the terms Transfer as of the applicable sublease)date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet. The provisions of this section shall not apply to a sublease or assignment of all or any portion of the Premises to an entity affiliated with and under the common control of Tenant ("Affiliated Entity").

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty fifteen (2015) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.118.1, to: to (a) permit Tenant to Transfer approve the Premisesproposed Transfer; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s proposed Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premiseseffect; or (c) in if the event of (i) a proposed assignment of the Lease or (ii) Transfer is for a sublease of fifty percent (50%) or more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all rentable square footage of the balance of the TermPremises, terminate the Lease with respect to the portion of the Premises affected as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice; or (d) if the proposed Transfer is for a sublease of sixty percent (60%) or more of the rentable square footage of the Premises, terminate the Lease with respect to the portion of the Premises affected or, at Landlord’s option, the entire Premises (it being specifically agreed that Landlord may terminate the Lease with respect to the entire Premises even if Tenant may elect proposes to withdraw its Transfer Notice by written sublease only sixty percent (60%) of the Premises) as of the date set forth in Landlord’s notice of exercise of such election delivered to Landlord within ten option, which date shall not be less than thirty (1030) business days nor more than ninety (90) days following the giving of Tenant’s receipt of Landlord’s Recapture such notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 18.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form reasonably approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease; and (iii) Tenant shall provide Landlord with a written ratification agreement from each guarantor (if any) of this Lease applicable in form and substance satisfactory to Landlord. In addition, Tenant agrees to reimburse Landlord for its reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with Landlord’s review of any (x) proposed Transfer whether or not Landlord approves the same and (y) Permitted Transfer (as hereinafter defined); provided, however, that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations such costs and expenses shall be governed by the terms of the applicable sublease)not exceed $2,500.00 per Transfer request. If Landlord exercises its option to terminate this Lease (in its entirety or in the case of a partial sublet to release Tenant with respect to a the portion of the Premises) Premises affected (as provided set forth above), Tenant shall surrender possession of the Premises or portion thereof on the proposed effective date of the Transfer set forth in TenantLandlord’s Transfer Noticenotice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Base Rent and Tenant’s parking allocation (if any) shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compare to the floor area of Tenant’s Premises during the Term of the proposed sublet. Landlord acknowledges and agrees that Landlord’s termination rights in Section 18.2 shall not apply to a Permitted Transfer.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant At any time within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied the information specified in subparagraph (c) above, Landlord may by written notice to Tenant elect (1) to sublease the other information described Premises or the portion thereof so proposed to be subleased by Tenant, or to take an assignment of Tenant's leasehold estate hereunder, or such part thereof as shall be specified in Section 12.1said notice, to: (a) permit on the same terms stated in this Lease and in turn sublease or assign to the proposed subtenant or assignee on the same terms as those offered by Tenant to Transfer the Premisesproposed subtenant or assignee, as the case may be; or (b2) disapprove to terminate this Lease as to the portion (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereofincluding all) the Tenant’s Transfer of the Premises and so proposed to continue the Lease in full force and effect as to the entire Premises; be subleased or (c) assigned, with a proportionate abatement in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”)rent payable hereunder; provided, however, that if the proposed sublease will cover less than one half (1/2) of the area of the Premises covered by this Lease and will have a term (including all options to renew or extend the same) of less than two years and will terminate more than two years prior to the expiration date of this Lease, Landlord shall notify Tenant of Landlord’s intention not be entitled to Recapture the Premisesexercise option (2) above, but may exercise option (1). If Landlord does not exercise any option set forth in this subparagraph (d) within said thirty (30) day period, Tenant may elect to withdraw its Transfer Notice by written notice thereafter within ninety (90) days after the expiration of such election delivered to Landlord within ten said thirty (1030) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves day period enter into a valid assignment or sublease of the proposed Transfer pursuant to Section 12.1 abovePremises or portion thereof, Tenant may enter into upon the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms and conditions set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved information furnished by Landlord) has been delivered Tenant to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred subparagraph (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premisesc) as provided above, Tenant subject, however, in each instance, to Landlord's consent, which shall surrender possession of the Premises on the proposed effective date of the Transfer not unreasonably be withheld as set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leasesubparagraph (a) above.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of that any such Transfer impacts forty percent (i40%) a proposed assignment or less of the Lease or (ii) a sublease of more than 50% rentable square footage of the Premises for a period of three (taking into account all sublets 3) years or more, terminate the Lease as to the portion of the Premises affected by the Transfer as of the date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice; or (d) in the aggregateevent that any such Transfer impacts forty percent (40%) for all or substantially all more of the balance rentable square footage of the Premises for the remainder of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”)) as of the date set forth in Landlord’s notice of exercise of such option, which date shall not be less than sixty (60) days nor more than ninety (90) days following the giving of such notice; provided, however, that if Tenant may, prior to the delivery of a Transfer Notice, request in writing designating the affected area of the Premises, identifying the prospective subtenant, and providing such other information as Landlord may reasonably request, whether Landlord will exercise a Recapture of the Premises (a “Recapture Notice”) and Landlord shall notify Tenant of Landlord’s intention to whether it shall Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord Premises within ten (10) business days of Tenant’s receipt of Landlord’s the Recapture noticeNotice (or if later, the receipt of such information). If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s 's obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet.

Landlord’s Options. If Tenant proposes a Transfer the term of which (considering any options to renew or extend) could be more than three (3) years or for more than fifty percent (50%) of the remainder of the Term hereunder (except under Section 8.1(b)), then Landlord may elect to (a) terminate this -------------- Lease pursuant to the following paragraph as of the date specified by Tenant in its notice under Section 8.1, in which event Tenant shall be relieved of all ----------- further obligations hereunder as to such space; (b) permit Tenant to complete the Transfer on the terms set forth in such notice, subject, however, to such reasonable conditions as Landlord may require and to the balance of this Article ------- 8; or (c) deny the request to Transfer the Lease. Landlord shall have the option, exercisable by written notice delivered to Tenant within a period - of twenty (20) days after Landlord’s following any interview and receipt of a Transfer Notice accompanied by such additional information as Landlord requests (or thirty (30) days from the other date of Tenant's original notice if Landlord does not request additional information described or an interview) within which to respond to Xxxxxx's request. If Landlord fails to notify Tenant in Section 12.1writing of such election within said period, to: Landlord shall be deemed to have waived option (a) permit Tenant above and to Transfer have denied consent to the Premises; or proposed Transfer. In deciding whether to consent to a proposed Transfer, Landlord may consider any factors that Landlord deems relevant, including but not limited to the following: (bi) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) whether the Tenant’s Transfer use of the Premises and to continue by the Lease in full force and effect as to the entire Premisesproposed Transferee would be a Permitted Use; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease whether the proposed Transferee is of more than 50% sound financial condition and has sufficient financial resources and business expertise, as determined by Landlord, to perform under this Lease; (iii) whether the proposed Transferee's use involves the storage, use, treatment or disposal of any Hazardous Materials; (iv) whether the proposed use or the proposed Transferee could cause the violation of any covenant or agreement of Landlord to any third party or sublessee or permit any other tenant to terminate its lease; (v) whether the proposed Transferee leases or occupies any other space in the Building; (vi) whether the terms of the Premises Proposed Transfer are reasonable; and (taking into account all sublets vii) whether there is other comparable space available for lease in the aggregateProject. Failure by Landlord to approve a proposed Transfer shall not cause a termination of this Lease, and the sole remedy of Tenant shall be an action for injunctive or declaratory relief. Notwithstanding the foregoing, if Tenant proposes a Transfer (except under Section 8.1(b), then Landlord may elect to (A) for all or substantially all of the balance of the Term, to terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: -------------- Affected Space (ias hereinafter defined) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.only if

Landlord’s Options. Landlord shall have To the option, exercisable by written notice delivered to extent Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of contemplates (i) a proposed an assignment of the Lease Tenant’s interest in this Lease, or (ii) a sublease of more than 50% all the Premises or (iii) a sublease of a portion of the Premises (taking into account all sublets in for the aggregate) for all or substantially all remainder of the balance then-current Term (in each case, other than to a Permitted Transferee), Tenant shall give Landlord notice (the “Recapture Opportunity Notice”) of such contemplated assignment or sublease (whether or not the terms of the Termcontemplated assignment or sublease have been determined). The Recapture Opportunity Notice shall specify the Subject Space and the contemplated date of commencement of the contemplated assignment or sublease (the “Contemplated Effective Date”). Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s Recapture Opportunity Notice, to recapture the Subject Space, and, if not, whether Landlord consents to the requested Transfer. If such recapture right is exercised, the recapture shall cancel and terminate this Lease with respect to the Lease Subject Space effective as of the proposed effective date Contemplated Effective Date. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, then (i) the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; (ii) this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same; and (iii) Landlord and Tenant will share the cost and expense of Landlord’s construction of a demising wall separating that portion of the Premises recaptured by Landlord from that portion of the Premises retained by Tenant and the work to separate any Building systems, as necessary. If Landlord does not elect to exercise its recapture right, Landlord’s consent to a Transfer which meets the specifications and parameters set forth in Tenant’s Transfer Recapture Opportunity Notice (a “Recapture”)will not be unreasonably withheld, delayed or conditioned; provided, however, that if Landlord shall notify Tenant has not successfully completed such a Transfer with respect to the Subject Space in question within six (6) months following the date of expiration of Landlord’s intention right to recapture as described above, Landlord shall no longer be deemed to have waived its right to recapture with respect to such space, but Tenant shall have the right to once again deliver a Recapture Opportunity Notice with respect to such space. Landlord shall respond to any request for consent to a proposed Transfer within thirty (30) days after receipt of the PremisesTransfer Notice. However, if a Transfer Notice is not preceded by a Recapture Opportunity Notice, but specifies a proposed transaction meeting the requirements of either clause (i) or (ii) above permitting Landlord to exercise its recapture option, then Landlord will have the right, within thirty (30) days following receipt of any such Transfer Notice, to similarly exercise its recapture rights with respect to the Subject Space. In the event Tenant has submitted to Landlord a Transfer Notice and Landlord fails to respond to such request with its approval or objections to such proposed Transfer within such thirty (30) day period, then Tenant may elect submit a second written request for consent with a conspicuous notice stating that “Landlord’s failure to withdraw its respond to Tenant’s request for consent to such Transfer Notice by written notice of such election delivered to Landlord within ten five (105) business days of Tenantfollowing Landlord’s receipt of such second (2nd) request shall be deemed consent by Landlord’s Recapture notice. If ,” and if Landlord approves of the fails to respond to such second (2nd) request with its approval or objections to such proposed Transfer pursuant to Section 12.1 abovewithin the five (5) business day period following Tenant’s delivery of such second notice, Tenant may enter into the proposed Transfer with then such proposed Transferee subject to the following conditions: (i) the Transfer shall be on deemed approved. Without limiting the same terms set forth in grounds upon which Landlord may reasonably withhold its consent, the Transfer Notice; and (ii) no Transfer parties hereby agree that it shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations reasonable under this Lease and under any applicable Law for Landlord to that portion withhold consent to any proposed Transfer where one or more of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.following apply:

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty Within fifteen (2015) days after of Landlord’s receipt of a any Transfer Notice accompanied Notice, and any additional information requested by Landlord concerning the other information described in Section 12.1proposed Transferee’s financial responsibility, to: (a) permit Tenant Landlord will elect to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer do one of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of following: (i) a consent to the proposed assignment of the Lease Transfer; or (ii) refuse such consent, which refusal shall be on reasonable grounds including, without limitation, those set forth in Paragraph 20.6 below. Notwithstanding the provisions of Subsection (b) above, in lieu of consenting to a sublease proposed assignment or subletting which would result in the assignment and/or subletting of thirty percent (30%) or more than 50% of the floor areas of the Premises (taking into account all sublets in the aggregate) for all or substantially all of , Landlord may also elect by written notice given within the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer time period set forth in Tenant’s Transfer Notice this Paragraph 20.5, to (a “Recapture”i) sublease the Premises (or the portion proposed to be subleased); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days or take an assignment of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 aboveinterest in this Lease, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on upon the same terms set forth in as offered to the Transfer Notice; proposed subtenant or assignee (excluding terms relating to the purchase of personal property, the use of Tenant’s name or the continuation of Tenant’s business), and Landlord shall thereupon owe no further consideration to Tenant, whether under Paragraph 20.8 hereof or otherwise), or (ii) no Transfer shall be valid and no Transferee shall take possession of terminate this lease as to the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for proposed to be subleased or assigned with a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or proportionate abatement in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided aboverent payable under this Lease, Tenant shall surrender possession of the Premises effective on the date that the proposed effective date sublease or assignment would have become effective. Landlord may thereafter, at its option, assign or re-let any space so recaptured to any third party, including without limitation the proposed transferee of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any thereupon owe no further liability with respect theretoconsideration to Tenant, except with respect to those matters that expressly survive the termination of the Leasewhether under Paragraph 20.8 hereof or otherwise.

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s Xxxxxxxx's receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Termsublease, terminate the Lease as to the portion of the proposed effective date Premises affected by the sublease as of the Transfer date set forth in Tenant’s Transfer Notice Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice (a “"Recapture”"); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant Ten ant may enter into the proposed Transfer Trans fer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form reasonably approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s 's obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease)Lease. If Landlord exercises its option to terminate this Lease (( or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises or a portion of the Premises, as the case may be, on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.. If this Lease shall be terminated as to a portion of the Premises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio of the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the term of the proposed sublet. 12.3

Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty thirty (2030) days after Landlord’s 's receipt of a Transfer Notice accompanied by the other information described in Section 12.112.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s 's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed affected by the terms Transfer as of the applicable sublease)date set forth in Landlord's notice of exercise of such option, which date shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice. As a condition for granting its consent to any Transfer, Landlord may require that the Annual Base Rent and Additional Rent payable by such Transferee is at the then current published rental rates for the Premises or comparable premises in the Building, but not less than the then current Annual Base Rent under this Lease and may require that the Transferee remit directly to Landlord on a monthly basis, all monies due to Tenant by the Transferee. If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above), Tenant shall surrender possession of the such Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer NoticeLandlord's notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect . If this Lease shall be terminated as to those matters that expressly survive the termination a portion of the LeasePremises only, Rent and Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant's Premises during the Term of the proposed sublet.

Landlord’s Options. If the Premises shall be partially damaged by ------------------ fire or any other casualty insured under Landlord's insurance policy, Landlord shall have the optionshall, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s upon receipt of a Transfer Notice accompanied by the other information described in Section 12.1insurance proceeds, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of repair the Premises and to continue until repair is complete the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer minimum rent shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable abated proportionately as to that portion of the Premises then being transferred rendered untenantable. Notwithstanding the foregoing, if: (provided thata) the Premises by reason of such occurrence are rendered wholly untenantable, for or (b) the Premises should be damaged as a subtenantresult of a risk which is not covered by Landlord's insurance, or (c) the rental obligations shall Premises should be governed by damaged in whole or in part during the terms last two (2) years of the applicable sublease). If Term or of any Renewal Term, or (d) the Premises or the Building of which it is a part, whether the Premises are damaged or not, should be damaged to the extent of fifty percent (50%) or more of the then-monetary value, then and in any such events, Landlord exercises its option may either elect to terminate repair the damage or may cancel this Lease by notice of cancellation within sixty (or in 60) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the case Premises to Landlord. Tenant's liability for rent upon the termination of a partial sublet to release Tenant with respect to a portion this Lease shall cease as of the Premisesday following Landlord's giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Premises have been repaired. Unless this Lease is terminated by Landlord or by Tenant, as provided abovepermitted herein, Tenant shall surrender possession repair and re-fixture the interior of the Premises in a manner and in at least a condition equal to that existing prior to the destruction or casualty and the proceeds of all insurance carried by Tenant on its property and fixtures shall be held in trust by Tenant for the proposed effective date purpose of the Transfer set forth in Tenant’s Transfer Notice, said repair and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leasereplacement.

Landlord’s Options. The notice containing all of the information set forth in Subsection B of this Article 12 above shall be deemed an offer from Tenant to Landlord shall have the whereby Landlord (or Landlord's designee) may, at its option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit sublease such space (hereinafter called the "Leaseback Space") from Tenant to Transfer upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Premises; ), or (b) disapprove terminate this Lease (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) if the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; proposed transaction is an assignment or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance Premises). Said options may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after the aforesaid notice has been given by Tenant to Landlord; and during such thirty (30) day period Tenant shall not assign this Lease nor sublet such space to any person or entity. If Landlord fails to give the aforesaid notice within said thirty (30) day period, Tenant shall give a second notice to Landlord after the expiration of said thirty (30) day period and, if Landlord has failed to give the Term, terminate the Lease as of the proposed effective date of the Transfer aforesaid notice set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant the second sentence of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord this Subsection within ten (10) business days after the giving of said second notice by Tenant’s receipt of Landlord’s Recapture notice. If , Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered deemed not to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations have exercised its option under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Leasesubsection.