Common use of Landlord’s Options Clause in Contracts

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time 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 after Landlordof Tenant’s receipt of all Landlord’s Recapture notice. If Landlord approves of the information required 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Noticeform 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 term proposed, 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 proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises) as provided above, (i) Tenant shall at all times provide reasonable and appropriate access to such portion surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and use of any common facilities in the Premises, (ii) thereafter neither Landlord nor Tenant shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenantany further liability with respect thereto, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer except with respect to those matters that expressly survive the Transfer Space within one hundred eighty (180) days after termination of the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Lease.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) 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 the Tenant’s Transfer of the Premises and to continue this Lease in full force and effect as to the entire Premises; or (c) if the proposed Transfer is a sublease of less than 25,000 rentable square feet of the Premises (other than a Permitted Transfer or a Transfer to a Permitted Occupant), terminate this 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) if the proposed Transfer 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 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 whether it shall Recapture the Premises within ten (10) business days after Landlord’s of receipt of all the Recapture Notice (or if later, the receipt of such information). If Landlord approves of the information required 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Noticeform 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 (provided that, for a subtenant, the term proposed, 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 proposed Sublease, (b) take an Assignment partial sublet to release Tenant with respect to the applicable portion of Tenant’s leasehold estate specified in the Transfer Notice in Premises), Tenant shall surrender possession of the Premises or of such portion of the Premises, as the case of a proposed Assignmentmay be, or (c) terminate this Lease as to on the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is date set forth in Section 14.5Landlord’s notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect terminated as to a portion of the PremisesPremises only, (i) Tenant 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 all times provide reasonable and appropriate access to such Landlord’s cost, for separately demising the terminated portion of the Premises and use from the remaining portion of any common facilities in the Premises, Premises so as to create a multi-tenant building (ii) Tenant acknowledging that Landlord shall have the right to use such 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 subject with loading dock access, front door access and elevator access, it being reasonable to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder require bifurcation of the Premises. If Tenant does not consummate Premises in a Transfer with respect to way that will meet code and render the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3recaptured space marketable).

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of the information required in the Transfer NoticeIf Tenant proposes a Transfer, other than to a Permitted Transferee, then Landlord may by written notice elect to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire space so affected as of the date so 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 unless within ten (10) days following notice from Landlord that it has elected this option, Tenant withdraws its Transfer Space specified in proposal; (b) permit Tenant to complete the Transfer Noticeon 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 a period of twenty (20) days following any interview and receipt of such additional information as Landlord requests (or thirty (30) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to respond to Xxxxxx's request. If Landlord fails to notify Tenant in the case writing of a proposed Assignment or Sublease for all or substantially all of the remaining Termsuch election within said period, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects shall be deemed to Sublease or take an Assignment from Tenant as described in Paragraphs have waived options (a) and (b) above, above and to have elected option (c) and denied consent to the rent payable by Landlord shall be the rent that would have been payable proposed Transfer. In deciding whether to Tenant under such consent to a proposed Transfer, with Landlord and Tenant sharing the Profitsmay consider any factors that Landlord deems relevant, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as including but not limited to the Transfer Space as described in Paragraph following: (ci) above, then Landlord shall pay to Tenant, at whether the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any use of the options set forth in Paragraphs Premises by the proposed Transferee would be a Permitted Use; (a)ii) whether the proposed Transferee is of sound financial condition and has sufficient financial resources and business expertise, (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected as determined by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and perform under this Lease; (iii) Tenant shall reimburse Landlord for whether the reasonable cost proposed Transferee's use involves the storage, use, treatment or disposal of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.Hazardous Materials;

Landlord’s Options. At If at any time within ten or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (10"TRANSFER NOTICE") business days after Landlord’s receipt of all setting forth the terms and provisions of the information required in 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 financial statements for the preceding two (2) years 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, Landlord shall have the option, exercisable by written notice delivered to Tenant elect within twenty (20) days after Landlord's receipt of the Transfer Notice, such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld, delayed or conditioned; or (b) if Tenant desires to sublease itself more than 70,200 rentable square feet, recapture and sublet from Tenant that portion of the Transfer Space specified Premises which Tenant has requested to sublease at the rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord which termination shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5effective thirty (30) days after Tenant's receipt of Landlord's notice. If Landlord elects exercises its option to terminate this Lease as to sublease any such space from Tenant following Tenant's request for Landlord's approval of the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer proposed sublease of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premisesspace, (i) Tenant Landlord shall at all times provide reasonable and appropriate access to such portion of be responsible for the Premises and use construction of any common facilities in partitions which Landlord reasonably deems necessary to separate such space from the remainder of the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without and which are reasonably required for the consent use of Tenantsuch space, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space be released from the remainder of the Premises. If Tenant does not consummate a Transfer all defaults and liability with respect to any subletting of such space by Landlord or the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3occupancy of such subleased space by any subtenant of Landlord.

Landlord’s Options. At Upon any time request by Tenant for Xxxxxxxx’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request) as of the proposed effective date set forth in the Transfer Notice; provided that Landlord may only elect to recapture the Subject Space in the event of a subleasing request if the applicable sublease expires (assuming the exercise by the Subtenant of any renewal or extension options set forth in the relevant Sublease) during the final year of the Term of this Lease. Landlord shall notify Tenant within ten thirty (1030) business days after Landlord’s receipt of the subject Transfer Notice and all other documentation and information required to be provided pursuant to Section 39(b) above, whether Landlord elects to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; if Landlord does not elect to exercise its recapture right, Xxxxxxxx’s consent to a Transfer will not be unreasonably withheld. Without limiting the grounds upon which Landlord may reasonably withhold its consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the information required following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in the occupancy of any portion of the Premises at a density greater than the density permitted hereunder (subject to the terms and conditions of Section 10(a) permitting occupancy at a density greater than the Standard Density); (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relief under its lease; (vii) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) Either the proposed Transferee, or any person or entity which directly or indirectly controls, is controlled by, or is under common control with, the proposed Transferee, (1) occupies space in the Building at the time of the request for consent, (2) is negotiating with Landlord to lease space in the Building at such time, or (3) has negotiated with Landlord during the twelve (12) month period immediately preceding the Transfer Notice, but in all events only to the extent Landlord may by written notice reasonably determines that it has or can arrange to Tenant elect to:have, available space in the Building comparable in size to the Premises (for an assignment) or the Subject Space (for a sublease); (aix) sublease itself With respect to a Transfer proposed to be entered into during the Transfer Space specified in first year of the Transfer NoticeTerm of this Lease, for the term proposed, in rent proposed to be paid by the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in Transferee is less than the Transfer Notice in the case of a proposed Assignment, Rent payable by Tenant under this Lease; or (cx) terminate this Lease as The Transferee fails to the entire Transfer Space specified in the Transfer Notice, in the case execute Xxxxxxxx’s standard form of a proposed Assignment consent to assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3subleasing.

Landlord’s Options. At If at any time within ten or from time to time during the Term Tenant desires to effect a Transfer other than a Permitted Transfer, Tenant shall deliver to Landlord written notice (10"TRANSFER NOTICE") business days after Landlord’s receipt of all setting forth the terms and provisions of the information required in 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 financial statements for the preceding two (2) years 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, Landlord shall have the option, exercisable by written notice delivered to Tenant elect within twenty (20) days after Landlord's receipt of the Transfer Notice, such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld or delayed, provided that if Landlord has not declined its consent in writing or stated its election pursuant to (b) below within twenty (20) days from receipt of Tenant's request for consent accompanied by all supporting data required by this Lease stating with specificity the reason therefore, Tenant shall deliver to Landlord a second request for consent, if Landlord has not delivered its consent in writing or stated its election pursuant to (b) below within ten (10) days from receipt of Tenant's second request, then Landlord's consent will be deemed granted; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord which termination shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafterafter Tenant's receipt of Landlord's notice, unless Tenant elects not to proceed with such sublease by written notice to Landlord within thirty (30) days of Landlord's notice to Tenant of its election. After If Landlord exercises its option to sublease any such election by space from Tenant following Tenant's request for Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any 's approval of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion proposed sublease of the Premisessuch space, (i) Tenant Landlord shall at all times provide reasonable and appropriate access to such portion of be responsible for the Premises and use construction of any common facilities in partitions which Landlord reasonably deems necessary to separate such space from the remainder of the Premises, (ii) Landlord shall pay to Tenant the documented unamortized costs of the Tenant Improvements installed in the Premises at Tenant's cost and any documented unamortized brokerage fees paid by Tenant in connection with its leasing of the Premises, and (iii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate such space on the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect same basis and to the Transfer Space within one hundred eighty same extent (180if any) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3as any sublessee proposed by Tenant.

Landlord’s Options. At any time If Tenant desires to effect a Transfer, then at least fifteen (15) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall deliver to Landlord written notice (“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 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 after Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use recapture all or such portion of the Premises subject for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space, and (iii) Tenant Landlord shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of the information required in the If Tenant proposes a Transfer Notice, then Landlord may by written notice elect to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as pursuant to the entire Transfer Space specified in the Transfer Notice, in the case following paragraph as of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be 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 Noticeon 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 if elected by Landlord, up (c) deny the request to ninety Transfer the Lease. Landlord shall have a period of twenty (9020) days thereafterfollowing any interview and receipt of such additional information as Landlord requests (or thirty (30) days from the date of Tenant’s original notice if Landlord does not request additional information or an interview) within which to respond to Xxxxxx’s request. After any If Landlord fails to notify Tenant in writing of such election by Landlordwithin said period, Landlord shall be entitled deemed to re-lease or sub-sublease have waived option (a) above and to have denied consent to the Transfer Space in Landlord’s discretionproposed Transfer. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect deciding whether to consent to a portion of proposed Transfer, Landlord may consider any factors that Landlord deems relevant, including but not limited to the Premises, following: (i) Tenant shall at all times provide reasonable and appropriate access to such portion whether the use of the Premises and use of any common facilities in by the Premises, proposed Transferee would be a Permitted Use; (ii) Landlord shall have whether the right proposed Transferee is of sound financial condition and has sufficient financial resources and business expertise, as determined by Landlord, to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and 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 Proposed Transfer are reasonable; and (vii) whether there is other comparable space available for lease in the Project. Failure by Landlord to approve a proposed Transfer shall not cause a termination of this Lease, and the sole remedy of Tenant shall reimburse Landlord be an action for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3injunctive or declaratory relief.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all a Transfer Notice accompanied by the other information described in Section 12.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the information required 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 Noticeas 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. As a condition for granting its consent to any Transfer, Landlord may require that the Annual Base Rent and Additional Rent payable by written notice 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 elect to: by the Transferee. If Landlord exercises its option to terminate this Lease (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of any common facilities in square feet and the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant, and (iii) Tenant shall reimburse Landlord for 's Premises during the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder Term of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublet.

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of Landlord shall have the information required in the Transfer Noticeright, Landlord may to be exercised by written giving notice to Tenant elect to: within thirty (a30) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment days after receipt of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease 's above-described notice and such further financial information as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable may be requested by Landlord shall be together with the rent that would have been payable to Tenant fees required under such proposed Transferparagraph 12.7, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects (i) to terminate this Lease as and recapture the portion of the Premises described in Tenant's notice, (ii) approve the transfer or sublease application, or (iii) reject the application for transfer or sublease. If notice of termination is given by Landlord, it shall serve to cancel and terminate this Lease with respect to such portion of the Premises; provided, however, that such termination shall be subject to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share written consent of Profits that Tenant would have received from a Transfer any mortgagee of such Transfer Space on the terms provided in the Transfer NoticeLandlord. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the The effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) such cancellation shall be the date as specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion's notice of termination. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above If this Lease is canceled pursuant to foregoing with respect to only a portion of the Premises, (i) the Rent required under this Lease, and including Tenant's Share, shall be adjusted proportionately based on the square footage retained by Tenant and the square footage leased by Tenant hereunder immediately prior to such recapture and cancellation, and Landlord and Tenant shall at all times provide reasonable thereupon execute an amendment of this Lease in accordance therewith. If Landlord so recaptures a portion of the Premises, it shall construct and appropriate access erect as its sole cost such partitions as may be required to such sever the space retained by Tenant from the space recaptured by Landlord. Landlord may, without limitation, lease the recaptured portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues proposed subtenant or transferee without liability to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Tenant.

Landlord’s Options. At Within thirty (30) days of Landlord's receipt ------------------ of any time within ten such Transfer Notice, and additional information requested by Landlord concerning the proposed Transferee's financial responsibility, Landlord shall elect to do one of the following: (10i) business days after Landlord’s receipt consent to such proposed Transfer; (ii) refuse such consent, which refusal shall be on reasonable grounds including, without limitation, those set forth in Subparagraph 25(e) below; (iii) with respect to a sublease of all or less than all of the information required in the Transfer NoticePremises, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all portion of the remaining TermPremises proposed to be sublet and recapture such portion of the Premises for reletting by Landlord; or (iv) with respect to an assignment of the Lease, with a proportionate abatement in terminate this Lease and recapture the rent payable hereunderPremises for reletting by Landlord. In Notwithstanding the event Landlord elects foregoing to Sublease or take an Assignment from Tenant as described in Paragraphs the contrary: (a) during the first five (5) Lease Years Landlord shall not be entitled to make the termination election described in clause (iii) above if (1) the proposed sublease is a sublease of the Building, or a portion hereof, and (2) the term (including the initial term and any extensions thereof) of the proposed sublease expires prior to the last day of the fifth Lease Year; and (b) above, the rent payable by Landlord shall not be entitled to make the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord termination election described in clause (iv) above in the same manner as is set forth event of an assignment of the Lease to a Tenant Affiliate (hereafter defined in Section 14.5Subparagraph 25(h)). If Landlord elects Nothing contained in the immediately preceding sentence shall prohibit or affect in any way Landlord's rights hereunder to terminate this Lease as to make the Transfer Space as elections described in Paragraph clauses (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (bi) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (cii) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublease or assignment.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), the nature of the proposed Transferee’s business, and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years of the Transferee (if applicable) which have been certified or audited by a reputable independent accounting firm acceptable to Landlord or certified as being true and correct in all material respects by the chief financial officer of the proposed Transferee, and such other information concerning the proposed Transferee and the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Landlord shall have the option, other than with respect to a Permitted Transfer (as hereinafter defined) exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may such financial statements and other information requested by written notice to Tenant elect Landlord, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld, conditioned or delayed (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law); or (b) sublet from Tenant that portion of the Premises (the “Subject Space”) which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant’s Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant’s receipt of a proposed Assignment or Sublease Landlord’s notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant’s request for all or substantially all Landlord’s approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) but Tenant shall at all times provide reasonable and appropriate access to such portion shall, however, pay for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises and use of any common facilities in the Premisesretained by Tenant, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and which are reasonably required for the use of such portion space. Landlord may sub-sublease such space or lease the Premises to any person, including, without limitation, Tenant’s proposed sublessee or assignee, (iii) to determine the new Monthly Basic Rent under this Lease in the event Landlord recaptures the Subject Space without terminating this Lease, the original Monthly Basic Rent under the Lease shall be multiplied by a fraction, the numerator of which is the rentable square feet of the Premises subject to retained by Tenant after Landlord’s election without recapture and the consent denominator of Tenantwhich is the total rentable square feet in the Premises before Landlord’s recapture, and (iiiiv) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary Excess Expenses, to separate the Transfer Space from extent that it is calculated on the remainder basis of the rentable square feet within the Premises, shall be reduced to reflect Tenant’s proportionate share based on the rentable square feet of the Premises retained by Tenant after Landlord’s recapture. If Tenant does not consummate This Lease as so amended shall continue thereafter in full force and effect. Either party may require a Transfer with respect written confirmation of the amendments to this Lease necessitated by Landlord’s recapture of the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Subject Space.

Landlord’s Options. At any time within ten thirty (1030) business days after Landlord’s 's receipt of all of the information required specified in the Transfer NoticeSection 11.2 above, Landlord may by written notice to Tenant elect to: to (ai) sublease itself consent to the Transfer Space specified in subletting or assignment upon the Transfer Noticeterms 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, for including but not limited to adjustment of the term proposed, in the case of a proposed Sublease, rental payable hereunder (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease based on use restrictions as to the entire Transfer Space specified Premises set forth in the Transfer Noticethis Lease); or (iii) 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 the case of a proposed Assignment its sole discretion, deems appropriate. Tenant further agrees that no assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects subletting consented to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to impair or diminish any covenant, condition or obligation imposed upon Tenant under such proposed Transferby this Lease or any right, with remedy or benefit afforded Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5by this Lease. If Landlord elects consents to terminate this Lease as to the Transfer Space as described in Paragraph (c) abovesuch assignment or subletting, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to may thereafter within ninety (90) days thereafter. After after the expiration of said thirty (30) day period enter into a valid assignment or sublease of the Premises or portion thereof, upon the terms and conditions described in the information required to be furnished by Tenant to Landlord pursuant to Section 11.2 above or other terms not less favorable to Tenant, provided, however, that any material change in the terms of such election subletting or assignment from those approved by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the 's consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth as provided in this Section 14.3Article.

Landlord’s Options. At If the Premises shall be partially damaged by ------------------ fire or any time within ten (10) business days after other casualty insured under Landlord’s 's insurance policy, Landlord shall, upon receipt of all the insurance proceeds, repair the Premises and until repair is complete the minimum rent shall be abated proportionately as to that portion of the information required Premises rendered untenantable. Notwithstanding the foregoing, if: (a) the Premises by reason of such occurrence are rendered wholly untenantable, or (b) the Premises should be damaged as a result of a risk which is not covered by Landlord's insurance, or (c) the Premises should be damaged in whole or in part during the Transfer Noticelast two (2) years of the 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 may by written notice either elect to Tenant elect to: (a) sublease itself repair the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate damage or may cancel this Lease by notice of cancellation within sixty (60) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Premises to Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunderday following Landlord's giving notice of cancellation. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs repair any damage, any abatement of rent shall end five (a5) and (b) above, the rent payable days after notice by Landlord shall be to Tenant that the rent that would Premises have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5repaired. If Landlord elects to terminate Unless this Lease as to the Transfer Space as described in Paragraph (c) above, then is terminated by Landlord shall pay to or by Tenant, at the same times as permitted herein, Tenant shall repair and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease fixture the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion interior of the Premises in a manner and use in at least a condition equal to that existing prior to the destruction or casualty and the proceeds of any common facilities all insurance carried by Tenant on its property and fixtures shall be held in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) trust by Tenant shall reimburse Landlord for the reasonable cost purpose of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice said repair and Landlord shall again have the options set forth in this Section 14.3replacement.

Landlord’s Options. At any time within ten fifteen (1015) business days after Landlord’s receipt of all of the information required in the First Transfer Notice, Landlord may by written notice to Tenant elect to: to (a) sublease itself terminate this Lease as to the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the First Transfer Notice in the case of a proposed AssignmentAssignment (other than in accordance with Paragraph 14.1(b)), or and, (cb) in the case of a proposed Sublease (other than in accordance with Paragraph 14.1(b)) terminate this Lease as to the entire Transfer Space specified in the First Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, Notice with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, terminate the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amountsSpace, the share of Profits that Tenant would have received from a Transfer of such Lease shall terminate as to the entire Transfer Space on the terms provided proposed date that the Transfer would be effective as specified in the First Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord so elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and Transfer Space and, if not accessible from a common hallway or other Building common area, use of any common facilities in Building standard restrooms and/or corridor necessary for ingress and egress for the PremisesTransfer Space, (ii) Landlord shall have the right to use such portion of the Premises Transfer Space subject to Landlord’s election without the consent of Tenant, and (iii) Tenant Landlord shall reimburse Landlord Tenant for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one two hundred eighty seventy (180270) days after the First Transfer Notice, Tenant shallNotice consummate a Transfer for the Transfer Space or is not in active negotiations concerning the Transfer Space and, if Tenant continues to contemplate a Transfer, Tenant shall deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request) as of the proposed effective date set forth in the Transfer Notice; provided that Landlord may only elect to recapture the Subject Space in the event of a subleasing request if the applicable sublease expires (assuming the exercise by the Subtenant of any renewal or extension options set forth in the relevant Sublease) during the final year of the Term of this Lease. Landlord shall notify Tenant within ten thirty (1030) business days after Landlord’s receipt of the subject Transfer Notice and all other documentation and information required to be provided pursuant to Section 39(b) above, whether Landlord elects to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; if Landlord does not elect to exercise its recapture right, Landlord’s consent to a Transfer will not be unreasonably withheld. Without limiting the grounds upon which Landlord may reasonably withhold its consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the information required following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in the occupancy of any portion of the Premises at a density greater than the density permitted hereunder (subject to the terms and conditions of Section 10(a) permitting occupancy at a density greater than the Standard Density); (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relief under its lease; (vii) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) Either the proposed Transferee, or any person or entity which directly or indirectly controls, is controlled by, or is under common control with, the proposed Transferee, (1) occupies space in the Building at the time of the request for consent, (2) is negotiating with Landlord to lease space in the Building at such time, or (3) has negotiated with Landlord during the twelve (12) month period immediately preceding the Transfer Notice, but in all events only to the extent Landlord may by written notice reasonably determines that it has or can arrange to Tenant elect to:have, available space in the Building comparable in size to the Premises (for an assignment) or the Subject Space (for a sublease); (aix) sublease itself With respect to a Transfer proposed to be entered into during the Transfer Space specified in first year of the Transfer NoticeTerm of this Lease, for the term proposed, in rent proposed to be paid by the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in Transferee is less than the Transfer Notice in the case of a proposed Assignment, Rent payable by Tenant under this Lease; or (cx) terminate this Lease as The Transferee fails to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in execute Landlord’s discretion. In the event Landlord elects any standard form of the options set forth in Paragraphs (a), (b) and (c) above with respect consent to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3assignment or subleasing.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request). Landlord shall notify Tenant within ten thirty (1030) business days after Landlord’s receipt of the subject Transfer Notice and all of the other documentation and information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as be provided pursuant to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and Section 41 (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If whether Landlord elects to terminate exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; in such event, Landlord’s consent to a Transfer will not be unreasonably withheld. The parties hereby agree that it shall be reasonable under this Lease as and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer Space as described will result in Paragraph more than five (c5) aboveoccupants per 1,000 square feet of rentable area; (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, then Landlord shall pay or would give an occupant of the Building a right to Tenantcancel or seek monetary or injunctive relieve under its lease; (vii) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (1) occupies space in the Building at the same times and time of the request for consent, (2) is negotiating with Landlord to lease space in the same amountsBuilding at such time, or (3) has negotiated with Landlord during the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in twelve (12) month period immediately preceding the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs ; or (a), (bix) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with With respect to a portion Transfer proposed to be entered into during the first year of the PremisesTerm of this Lease, (i) the rent proposed to be paid by the Transferee is less than the Rent payable by Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in under this Section 14.3Lease.

Landlord’s Options. At Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) 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 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 that any time such Transfer impacts forty percent (40%) or less of the rentable square footage of the Premises for a period of three (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 event that any such Transfer impacts forty percent (40%) or more of the rentable square footage of the Premises for the remainder of the Term, terminate the 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 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 whether it shall Recapture the Premises within ten (10) business days after Landlord’s of receipt of all the Recapture Notice (or if later, the receipt of such information). If Landlord approves of the information required 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Noticeform approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (provided that, for a subtenant, the term proposed, 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 proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of any common facilities in square feet and the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant, and (iii) Tenant shall reimburse Landlord for 's Premises during the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder Term of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublet.

Landlord’s Options. At any time 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 written notice (“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 ten fifteen (1015) business days after Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use recapture all or such portion of the Premises subject for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space, Landlord shall be responsible, at Landlord’s sole cost and (iii) Tenant shall reimburse Landlord expense, for the reasonable cost construction of any demising wall necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At In connection with any time within request by Tenant for Landlord’s consent to assignment or subletting, Tenant shall submit to Landlord in writing (“Tenant’s Sublease Notice”) (i) the name of the proposed assignee or subtenant, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, and (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made. Within ten (10) business days after Landlordreceipt from Tenant of Tenant’s Sublease Notice and receipt of all of the information required in the Transfer Noticehereunder, Landlord may by written notice to Tenant elect to: shall have the following options: (a) reasonably withholding its consent if the proposed sublease itself is at least 10,000 rentable square feet, or if the Transfer Space specified proposed sublease is less than 10,000 rentable square feet, withholding consent in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, its sole and absolute discretion; (b) take an Assignment of Tenant’s leasehold estate specified in withholding consent if the Transfer Notice in the case of proposed assignee or sublessee is a proposed Assignment, or “Competitor” (as that term is hereinafter defined); (c) terminate this Lease as to if the entire Transfer Space specified in request is made after the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all third (3rd) anniversary of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any commencement of the options set forth in Paragraphs (a), (b) Term and (c) above, the effective date of the Assignment or Sublease by Tenant is to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to sublet a portion of the Premises, to elect to match said offer and sublease the Demised Premises or relevant portion thereof on the same terms and conditions as set forth in Tenant’s Sublease Notice; (id) Tenant shall at all times provide reasonable and appropriate access to such portion if the request is made after the third (3rd) anniversary of the Premises commencement of the Term and use is to assign this Lease or sublet all of any common facilities in the Premises, (ii) Landlord shall have the right elect to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.match said offer

Landlord’s Options. At any time 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 written notice (“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 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 fifteen (1015) business days after of Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use recapture all or such portion of the Premises subject for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space, and (iii) Tenant Landlord shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten If the Tenant desires to assign this Lease or sublet all or part of the Premises, Tenant will notify Landlord in writing at least thirty (1030) business days in advance of the date on which Tenant desires to make such assignment or enter into such sublease, and Tenant will provide Landlord with a copy of the proposed assignment or sublease, and sufficient information concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed assignee or subtenant(s). Within fifteen (15) days after Landlord’s receipt of Tenant’s proposed assignment or sublease and all of required information concerning the information required in the Transfer Noticeproposed subtenant(s) or assignee, Landlord may by written notice to Tenant elect will have the option to: (ai) sublease itself Cancel this Lease as to all of the Transfer Space specified Premises on the effective or commencement date of such proposed assignment or subletting, if Tenant proposes to assign Tenant’s interest in the Transfer NoticeLease or sublet more than fifty percent (50%) of the Premises (or so much of the Premises which, for when combined with those portions theretofore assigned or sublet by Tenant, results in fifty percent (50%) or more of the term proposedPremises having been so transferred), in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate or cancel this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises proposed to be sublet if Tenant proposes to sublet less than fifty percent (50%) of the Premises; or (ii) Consent to the proposed assignment or sublease, provided, however, if the rent due and use payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any common facilities in bonus or any other consideration for the assignment or sublease or any payment incident to the assignment or sublease) exceeds the rent payable under the Lease for such space, Tenant will pay to Landlord fifty (50%) percent of all of such excess rent and other excess consideration within ten (10) days following Tenant’s receipt of such excess rent and/or consideration by Tenant; or (iii) Sublease the Premises, (ii) Landlord shall have the right to use such portion or so much of the Premises subject as Tenant proposes to sublease, from Tenant upon the same terms and conditions as are contained in the proposed sublease or assignment; or (iv) Refuse to consent to the proposed assignment or sublease but allow Tenant to continue in the search for an assignee or sublessee that will be acceptable to Landlord’s election without the consent of Tenant, and (iii) which option will be deemed to be elected unless Landlord gives Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3notice providing otherwise.

Landlord’s Options. At Within ten (10) business of Landlord's receipt of any time Transfer Notice and all of the information and materials required by the first sentence in Section 14.2 above (including, without 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) 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, subject to the terms herein, or (c) terminate this Lease (or, as to a partial subletting or assignment, terminate this Lease as to the portion of the Premises proposed to be sublet or assigned if the term of any such sublease or partial assignment is coterminous with the remaining term of this Lease), effective as of the effective date of the Transfer Date, without the imposition of any termination fee to Tenant. If in 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 within ten (10) business days after Landlord’s its receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: of such termination, then (ai) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease shall cease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (iii) Tenant shall at pay to Landlord all times provide reasonable and appropriate access Rent accrued through the termination date relating to such portion of the Premises covered by the proposed Transfer, and use of any common facilities in the Premises, (iiiii) Landlord shall have the right and Tenant shall, within fifteen (15) days after Tenant's receipt of Landlord's written notice of termination, enter into an agreement amending this Lease to use reflect such partial termination (including, without limitation, Tenant's acknowledgment and agreement that Landlord may lease such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues prospective transferee [or to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3any other person] without liability to Tenant).

Landlord’s Options. At any time (a) If Tenant desires to sublet at least ninety-five percent (95%) of the rentable square footage of the Demised Premises or assign this Lease, Tenant shall give written notice thereof to Landlord and Landlord may terminate this Lease effective sixty (60) days after notification by Landlord to Tenant provided, however, that if Tenant notifies Landlord within ten (10) business days after receipt of Landlord’s 's notice that it is withdrawing its request to sublet the Demised Premises or assign this Lease, Landlord's notice of termination shall be of no force and effect. (b) If Tenant desires to sublet part of the Demised Premises for any period which includes any portion of the last thirty (30) days of the Term of this Lease, Tenant shall first offer in writing to sublet the space to Landlord at the rate of Rent (pro-rated based on square footage) and upon the other terms, covenants and conditions set forth in this Lease. Said writing shall also fully set forth the identity of the proposed third party subtenant and the rent, terms and conditions of such proposed sublease with the third party subtenant (collectively, the "Third Party Terms"). Landlord shall have thirty (30) days following receipt of Tenant's offer in which to (i) elect to (A) sublease said part of the Demised Premises, at the rate of Rent (pro-rated based on square footage) and upon the other terms, covenants and conditions set forth in this Lease or (B) terminate this Lease and (ii) notify Tenant in writing that Landlord is in concept willing to consent to an assignment or sublease, subject to the provisions of Paragraph 25.1(a) hereof; provided, however, that if Tenant notifies Landlord within ten (10) business days after receipt of Landlord's notice that Tenant is withdrawing its request to sublet the Demised Premises, Landlord's notice of termination or election to sublet, as the case may be, shall be of no force and effect. If Landlord accepts such sublease or terminates this Lease, Landlord may then freely sublet such space on any terms and conditions it selects. If Landlord shall fail to give notice of election to sublet the space or to terminate this Lease within the applicable time limit, Tenant may sublet such space 57 to the third party at a rent and upon such terms and conditions not more favorable to such third party than the Third Party Terms as contained in the writing submitted by Tenant to Landlord as aforesaid, provided however that any such sublease shall nonetheless be subject to the prior written consent of Landlord in accordance with the provisions of this Paragraph 25. In the event that Tenant requests Landlord to consent to a sublease for a portion of the Demised Premises which comprises at least ten thousand (10,000) square feet, or of all of the information required in the Transfer NoticeDemised Premises, or of an assignment of this Lease, Landlord shall approve, deny or provide Tenant with comments with respect to the proposed sublease or assignment and proposed subtenant or assignee, as applicable, within fifteen (15) business days following the date on which Tenant provides Landlord with a copy of the proposed sublease or assignment document, a copy of the proposed subtenant's or assignee's, as applicable, then current financial statement and a description of its business activities, and such other information as Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, orreasonably require. (c) terminate If Tenant subleases all or part of the Demised Premises or assigns this Lease as to the entire Transfer Space specified at a rent (or other charges) in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all excess of the remaining Term, with a proportionate abatement in sum of (i) the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been Rent payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph hereunder plus (cii) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified all reasonable expenses actually incurred by Tenant in connection with such subleasing or assignment for brokerage commissions, attorneys' fees (including, but not limited to, those payable pursuant to Paragraph 25.3 hereof), advertising and marketing expenses, moving allowances, the Transfer Notice, administrative fee payable to Landlord pursuant to Paragraph 25.3 hereof and improvement allowances in connection with such sublease or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlordassignment, Landlord shall be entitled to re-lease receive fifty percent (50%) of such excess, whether such excess is paid in the form of increased rent, a lump sum or sub-sublease any other form. Landlord, upon reasonable prior notice but not more often than twice per year, shall have the Transfer Space in Landlord’s discretionright to inspect Tenant's books and records with respect to any subleased space. If an audit reveals an underpayment to Landlord which is agreed to by Tenant or which is confirmed by a court of competent jurisdiction, Tenant shall, within thirty (30) days, pay Landlord the amount necessary to satisfy such deficiency. If any audit reveals an error of more than five percent (5%) of the total rent payable to Tenant from any subtenant which is agreed to by Tenant or which is confirmed by a court of competent jurisdiction, then Tenant shall promptly pay all reasonable costs and expenses of the audit. (d) In the event that Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect consents to a portion of the Premisesproposed sublease or assignment by Tenant, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to require Tenant to use Landlord's form of sublease or assignment document, as the case may be, to document such portion of transaction, provided the Premises subject same contains commercially reasonable terms and conditions. (e) In the event that Landlord consents to Landlord’s election without the consent of a proposed sublease by Tenant, and (iii) Landlord shall make available to such subtenant the services which are available to Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after Demised Premises, but such subtenant shall have no privity with Landlord and no right to proceed against Landlord directly in the Transfer Noticeevent of any failure or interruption of such services; rather, in the event of any such failure or interruption, subtenant's sole right shall be to request that Tenant shall, if pursue such rights as Tenant continues may have under this Lease with respect to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3any such failure or interruption of services.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request for substantially the remainder of the Term). Landlord shall notify Tenant within ten thirty (1030) business days after Landlord’s receipt of the subject Transfer Notice and all other documentation and information required to be provided pursuant to Section 41(b) above, whether Landlord elects to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; in such event, Landlord’s consent to a Transfer will not be unreasonably withheld. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the information required following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in more than five (5) occupants per 1,000 square feet of rentable area; (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Building a right to cancel or seek monetary or injunctive relieve under its lease; (vii) The term of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (1) occupies space in the Building at the time of the request for consent (unless Landlord has no available space in the Building with which to accommodate such Transferee), (2) is negotiating with Landlord to lease space in the Building at such time, or (3) has negotiated with Landlord during the three (3) month period immediately preceding the Transfer Notice, Landlord may by written notice to Tenant elect to:; (aix) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as The Transferee fails to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in execute Landlord’s discretion. In the event Landlord elects any reasonable standard form of the options set forth in Paragraphs (a), (b) and (c) above with respect consent to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3assignment or subleasing.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s receipt of all a Transfer Notice accompanied by the other information described in Section 12. 1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant’s Transfer of the information required 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. 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 NoticeNotice , Landlord may by written notice to Tenant elect to: and (aii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, 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 in form and substance satisfactory to Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect there to. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use Tenant’s parking allocation shall be readjusted proportionately according to the ratio that the number of any common facilities in square feet and the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant, and (iii) Tenant shall reimburse Landlord for ’s Premises during the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder Term of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublet.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s receipt of all a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to effectuate the requested Transfer; or (b) disapprove the Tenant’s requested Transfer and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event that any such Transfer is an assignment of the information required Lease or a sublet of fifty percent (50%) or more of the rentable square footage of the Premises, terminate the entire Lease or, at Landlord’s election with respect to a sublet, solely with respect to the portion of the Premises affected by such sublet 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 (“Landlord’s Recapture Right”). Notwithstanding anything contained herein to the contrary, any purported exercise by Landlord of its right hereunder to so take back the Premises shall be ineffective if, within five (5) business days after delivery of notice from Landlord that Landlord intends to exercise such Landlord’s Recapture Right, Tenant delivers written notice to Landlord withdrawing the proposed assignment or sublease. If Landlord approves of the proposed Transfer, 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, Transferee shall expressly assume all of Tenant’s obligations under this Lease. EAST\126610515.10 If Landlord exercises its option to terminate this Lease (or elects in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in sublease to terminate the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as with respect to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all sublet portion of the remaining TermPremises), with a proportionate abatement in Tenant shall surrender possession of such Premises on the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is date set forth in Section 14.5Landlord’s notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect terminated as to a portion of the PremisesPremises only, (i) Tenant Rent and Tenant’s parking allocation shall at all times provide reasonable be readjusted proportionately according to the ratio that the number of square feet and appropriate access to such the portion of the space surrendered compares to the floor area of Tenant’s Premises and use during the Term of the proposed sublet. The provisions of this Section 12.2 allowing Landlord to terminate the Lease by reason of any common facilities proposed Transfer shall not be applicable in the Premises, (ii) Landlord shall have the right to use such portion any case of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Permitted Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time 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 written notice (“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 which have been certified by a financial officer of such Transferee and or audited by a reputable independent accounting firm (if such is the normal practice of such 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 ten fifteen (1015) business days after Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease and recapture the Premises for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. Notwithstanding the foregoing, Landlord may only terminate the Lease and recapture the Premises in the event Tenant desires to effect a Transfer of the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease Premises for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any Term of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Lease.

Landlord’s Options. At If at any time within ten or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (1030) business days after Landlord’s receipt of all prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the information required in proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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, Landlord shall have the option, exercisable by written notice delivered to Tenant elect within thirty (30) days after Landlord's receipt of the Transfer Notice, such financial statements and other information requested by Landlord, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in this Lease prorate for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant’s Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant’s receipt of a proposed Assignment or Sublease Landlord’s notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant's request for all or substantially all Landlord’s approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of (x) any subleasing request pursuant to which the Subject Space, in the aggregate with space previously subleased by Tenant, exceeds forty percent (40%) of the then-applicable rentable area of the Premises, or (y) any Sublease which expires within ten the last twelve (1012) business months of the then-applicable Term). Landlord shall notify Tenant within twenty (20) days after Landlord’s receipt of the subject Transfer Notice and all other documentation and information required to be provided pursuant to Section 37(b) above, whether Landlord elects to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; in such event, Landlord’s consent to a Transfer will not be unreasonably withheld or conditioned. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect tofollowing apply: (ai) sublease itself The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer Space specified will result in the Transfer Notice, for the term proposedmore than five (5) occupants per 1,000 square feet of rentable area; (v) The Transferee, in the case of a proposed Sublease, (b) take an Assignment assignment of Tenant’s leasehold estate specified interest in this Lease, is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer Notice would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relieve under its lease; (vii) Except in the case of an assignment of Tenant’s interest in this Lease to an Affiliate or Permitted Transferee (as said terms are defined in, and subject to and in accordance with the terms of, Section 37(h) below), the terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant; (viii) The proposed Transferee is actively negotiating (described herein) with Landlord to lease space in the Building. As used herein, “actively negotiating” shall mean that Landlord and such proposed Transferee are, at a minimum, engaged in the active exchange of term sheets regarding a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified lease transaction and Landlord has space available in the Transfer NoticeBuilding for a term that meets the proposed Transferee’s requirements. However, in the case of if any proposed Transferee which is not then a proposed Assignment or Sublease for all or substantially all tenant of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment Building delivers written notice to Landlord in terminating its active negotiations with Landlord, from and after the same manner as is set forth in Section 14.5. If date Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share receives notice of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlordactive negotiations, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall not have the right to use withhold consent to a proposed sublease to such portion of transferee on the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options grounds set forth in this Section 14.3clause (viii).

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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, Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may such financial statements and other information requested by written notice to Tenant elect Landlord, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld, unconditioned or delayed; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant’s Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Premises and recapture the Premises, which termination shall be effective thirty (30) days after Tenant’s receipt of Landlord’s notice; provided, however, that the foregoing shall not apply to a Permitted Transfer Space specified in the or a Transfer Notice, in the case which does not require Landlord’s consent and Tenant may void such termination and recapture by withdrawing such request for assignment or encumbrance by notifying Landlord of a proposed Assignment or Sublease its irrevocable election to withdraw such request within ten (10) days after Tenant’s receipt of Landlord’s notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant’s request for all or substantially all Landlord’s approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of such space. Landlord may sub-sublease such space or lease the Premises to any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Noticeperson, Tenant shallincluding, if Tenant continues to contemplate a Transferwithout limitation, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Tenant’s proposed sublessee or assignee.

Landlord’s Options. At any time 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 written notice (“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 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 after Landlord’s receipt of all of the information required in the any Transfer Notice, Landlord may by written notice will notify Tenant of its election to Tenant elect to: do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use recapture all or such portion of any common facilities in the PremisesPremises for reletting by Landlord, (ii) Landlord which termination shall be effective as of the proposed Transfer Date; provided, however, Tenant shall have the right to use such withdraw its request for a Transfer by written notice to Landlord given within five (5) business days following notice of Landlord’s election to terminate this Lease. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises subject to following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space (and Tenant fails to timely withdraw its request), and (iii) Tenant Landlord shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all of a Transfer Notice accompanied by the other information required described in the Transfer NoticeSection 11.01, Landlord may by written notice to Tenant elect to: : (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) if the Tenant proposes to sublease itself more than fifty (50%) percent of the rentable square footage, terminate the Lease as to the portion of the Premises affected by the Transfer Space specified 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 Transfer Notice, for the term proposed, giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use 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 common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without a entity affiliated with and under the consent common control of Tenant, and Tenant (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3"Affiliated Entity").

Landlord’s Options. At any time (a) If Tenant desires to assign this Lease, Tenant shall give written notice thereof to Landlord and Landlord may terminate this Lease effective sixty (60) days after notification by Landlord to Tenant; provided, however, that if Tenant notifies Landlord within ten (10) business days after Landlord’s receipt of all Landlord's notice that it is withdrawing its request to assign this Lease, Landlord's notice of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case termination shall be of a proposed Sublease,no force and effect. (b) take If Tenant desires to sublet (i) all of the Demised Premises, or (ii) any portion of the Demised Premises consisting of an Assignment aggregate of more than 5,000 rentable square feet, Tenant shall first offer in writing ("Tenant's Proposal Notice") to sublet such space to Landlord at the rate of Rent (pro-rated based on square footage) and upon the other terms, covenants and conditions set forth in this Lease, and said Tenant's Proposal Notice shall set forth the approximate rentable square footage which Tenant proposes to sublease and the approximate term of such proposed sublease. Landlord shall have thirty (30) days following receipt of Tenant’s leasehold estate specified in the Transfer 's Proposal Notice in which to elect to sublease the case Demised Premises, or said part of a proposed Assignmentthe Demised Premises, or at the rate of Rent (cpro-rated based on square footage) terminate and upon the other terms, covenants and conditions set forth in this Lease as Lease. If Landlord accepts such sublease, Landlord shall notify Tenant, and Tenant may, within ten (10) days following the date of Landlord's notification to Tenant, withdraw its Tenant's Proposal Notice and the entire Transfer Space specified in the Transfer Noticeoffer contained therein, in the case event of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by which withdrawal Landlord shall be the rent that would have been payable no right to Tenant under sublease such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5space. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) abovesublease such space from Tenant, Landlord may then freely sublet such space on any terms and conditions it selects. If Landlord shall pay fail to Tenantgive notice of election to sublet the space within the applicable time limit, Tenant may sublet such space to a third party at a rent and upon such terms and conditions not more favorable to such third party than the same times and Third Party Terms as contained in the same amountswriting submitted by Tenant to Landlord as aforesaid, the share of Profits provided however that Tenant would have received from any such sublease shall be (a) for a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any portion of the options Demised Premises the rentable square footage of which is not more than twenty percent (20%) different from the number of rentable square feet set forth in Paragraphs (a)Tenant's Proposal Notice, (b) and for a term which is not more than six (6) months longer or shorter than the term contained in Tenant's Proposal Notice, (c) above, subject to the effective date prior written consent of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options as set forth in Paragraphs (a), (bParagraph 25.2(b) hereof as to the proposed sublessee and as to the form of such sublease and (cd) above with respect to a portion of executed by Tenant and the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space proposed sublessee within one hundred eighty (180) days after following the Transfer Noticeexpiration of Landlord's election period. (c) If Tenant subleases all or part of the Demised Premises or assigns this Lease at a rent (or other charges) in excess of the sum of (i) the Rent payable to Landlord hereunder plus (ii) all reasonable expenses actually incurred by Tenant in connection with such subleasing or assignment for marketing expenses, brokerage commissions, attorneys' fees and Tenant improvements, Landlord shall be entitled to receive fifty percent (50%) of such excess, whether such excess is paid in the form of increased rent, a lump sum or any other form. Landlord, upon reasonable prior notice but not more often than twice per year, shall have the right to inspect Tenant's books and records with respect to any subleased space. If an audit reveals an underpayment to Landlord, Tenant shall, if within three (3) days, pay Landlord the amount necessary to satisfy such deficiency. If any audit reveals an error of more than five percent (5%) of the total rent payable to Tenant continues from any subtenant, then Tenant shall promptly pay all costs and expenses of the audit. (d) In the event that Landlord consents to contemplate a Transferproposed sublease or assignment by Tenant, deliver a new Transfer Notice and Landlord shall again have the options set forth right to require Tenant to use Landlord's form of sublease or assignment document, as the case may be, to document such transaction, provided that any such form does not impose any obligations on Tenant or on the proposed subtenant or assignee that are not provided for in this Section 14.3Lease. (e) In the event that Landlord consents to a proposed sublease by Tenant, Landlord shall make available to such subtenant the services which are available to Tenant with respect to the Demised Premises, but such subtenant shall have no privity with Landlord and no right to proceed against Landlord directly in the event of any failure or interruption of such services; rather, in the event of any such failure or interruption, subtenant's sole right shall be to request that Tenant pursue such rights as Tenant may have under this Lease with respect to any such failure or interruption of services.

Landlord’s Options. At any time within ten (10) business Within fifteen days after Landlord’s of receipt of all of the information required in the a Transfer Notice, and any additional information reasonably requested by Landlord concerning the Transferee’s financial responsibility, Landlord will notify Tenant of its election to do one of the following: (i) consent to the proposed Transfer subject to such reasonable conditions as Landlord may by written notice to Tenant elect to: impose in providing such consent; (aii) sublease itself the Transfer Space specified in the Transfer Noticerefuse such consent, for the term proposed, in the case of a proposed Sublease, which refusal shall be on reasonable grounds; or (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (ciii) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such recapture that portion of the Premises subject for reletting by Landlord. Notwithstanding the above, should Landlord elect to recapture said Premises and the proposed Transfer is a sublease that individually or in the aggregate with all other existing subleases is for less than 51% of the square footage of the Premises and for less than the remaining Lease Term, Tenant shall have the right, exercisable within ten (10) days of Landlord’s election without the consent of Tenantelection, to retract its Transfer request and (iii) in which case Tenant shall reimburse be prohibited from such Transfer and the Lease shall remain in full force and effect. Tenant agrees that it is reasonable for Landlord for to deny consent to a proposed Transfer on any of the reasonable cost following grounds, which list is not exclusive: (a) The financial strength of the proposed Transferee is not reasonably adequate to meet such Transferee’s applicable obligations under this Lease or sublease if such Transfer is a sublease; (b) A proposed Transferee whose impact on the common facilities or the efficiency or effectiveness of any demising wall necessary to separate utility or telecommunication system serving the Transfer Space from the remainder Building or Complex, or other tenants of the Premises. If Complex would be adverse and significant; (c) A proposed Transferee whose occupation will require a variation in the terms of this Lease; (d) The existence of any uncured default by Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180provided Tenant has been given written notice of such default) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a under any provision of this Lease; (e) The proposed Transfer, deliver or Landlord’s consent thereto, would result in Landlord’s breach of an existing agreement with a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3third party.

Landlord’s Options. At any time within ten Within fifteen (1015) business days after of Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord concerning the proposed Transferee’s financial responsibility, Landlord will elect to do one of the following: (i) consent to the proposed 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 proposed assignment or subletting which would result in the assignment and/or subletting of thirty percent (30%) or more of the floor areas of the Premises in the aggregate, Landlord may also elect by written notice given within the time period set forth in this Paragraph 20.5, to Tenant elect to: (ai) sublease itself the Transfer Space specified in Premises (or the Transfer Noticeportion proposed to be subleased), for the term proposed, in the case of a proposed Sublease, (b) or take an Assignment assignment of Tenant’s leasehold estate specified interest in this Lease, upon the Transfer Notice in same terms as offered to the case proposed subtenant or assignee (excluding terms relating to the purchase of a proposed Assignmentpersonal property, or 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 (cii) terminate this Lease lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all portion of the remaining Term, Premises proposed to be subleased or assigned with a proportionate abatement in the rent payable hereunder. In under this Lease, effective on the event Landlord elects to Sublease date that the proposed sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that assignment would have been payable to Tenant under such proposed Transfer, with become effective. Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenantmay thereafter, at the same times and in the same amountsits option, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment assign or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease let any space so recaptured to any third party, including without limitation the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent proposed transferee of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3thereupon owe no further consideration to Tenant, whether under Paragraph 20.8 hereof or otherwise.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) 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 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 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 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 (a “Recapture”); provided, however, that 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 within ten (10) business days after Landlord’s of receipt of all the Recapture Notice (or if later, the receipt of such information). If Landlord approves of the information required 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, in the case of a proposed Sublease, (b) take an Assignment Transferee shall expressly assume all of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate obligations under this Lease as to (provided that, for a subtenant, the entire Transfer Space specified in rental obligations shall be governed by the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all terms of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5applicable sublease). If Landlord elects exercises its option to terminate this Lease as to the Transfer Space as described in Paragraph (c) provided above, then Landlord Tenant shall pay to Tenant, at surrender possession of the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space Premises on the terms provided in the Transfer Notice. In the event Landlord elects any of the options date set forth in Paragraphs (a)Landlord’s notice, (b) and (c) abovethereafter neither Landlord nor Tenant shall have any further liability with respect thereto, the effective date of the Assignment or Sublease by Tenant except with respect to Landlord (or, if applicable, those matters that expressly survive the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Lease.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all a Transfer Notice accompanied by the other information described in Section 12.01, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the information required 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. If Landlord approves of the proposed Transfer pursuant to Section 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 NoticeNotice , Landlord may by written notice to Tenant elect to: and (aii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, 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 in form and substance satisfactory to Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of any common facilities in square feet and the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant, and (iii) Tenant shall reimburse Landlord for 's Premises during the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder Term of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublet.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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 (including references) as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) days after Landlord’s receipt of the Transfer Notice, and such financial statements and other information requested by Landlord, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld, conditioned or delayed; or (b) recapture the space (“Subject Space”) that is the subject of the Transfer. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, 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, and 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. Notwithstanding any provision herein to the contrary, in the event that Landlord elects to recapture as provided in this Section 14.3(b). Tenant shall have five (5) days to rescind its Transfer Notice in which case such election to recapture shall no longer be effective and Tenant shall retain alt rights under this Lease. If Landlord does not respond to Tenant’s Transfer Notice within ten (10) business days of receiving such Transfer Notice (together with all required information provided above) and if such failure continues for an additional five (5) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or second (c2nd) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer submittal of such Transfer Space on the terms Notice (together with all required information provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (babove) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any then such election lack of response shall conclusively be deemed approval by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten twenty (1020) business days after Landlord’s receipt of all of the information required in the First Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself terminate the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice Lease in the case of a proposed Assignment, or (cb) in the case of a proposed Sublease, terminate this Lease as to the entire Transfer Space specified in the First Transfer Notice, in Notice for the case of a proposed Assignment or Sublease for all or substantially all term of the remaining Termproposed Sublease only, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, terminate the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amountsSpace, the share of Profits that Tenant would have received from a Transfer of such Lease shall terminate as to the entire Transfer Space on the terms provided proposed date that the Transfer would be effective as specified in the First Transfer Notice. In Notice (but such termination shall only be effective for the event Landlord elects any lease term of the options set forth in Paragraphs (aproposed Transfer if a Sublease), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options option set forth in Paragraphs (a), Paragraph (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises Transfer Space and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises Transfer Space subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the First Transfer Notice, Tenant shallNotice consummate a Transfer for the Transfer Space or is not in active negotiations concerning the Transfer Space and, if Tenant continues to contemplate a Transfer, Tenant shall deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of Landlord shall have the information required in the Transfer Noticeright, Landlord may to be exercised by written giving notice to Tenant elect to: within thirty (a30) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment days after receipt of Tenant’s leasehold estate specified in above-described notice and such further financial information as may be requested by Landlord, together with the Transfer Notice in the case of a proposed Assignmentlees required under Paragraph 12.7, or to (ci) terminate this Lease as and recapture the portion of the Premises described in Tenant’s notice, (ii) approve the transfer or sublease application, or (iii) reject the application for transfer or sublease. If notice of termination is given by Landlord, it shall serve to cancel and terminate this Lease with respect to such portion of the Premises; provided, however, that such termination shall be subject to the entire Transfer Space written consent of any mortgagee of Landlord. The effective date of such cancellation shall be as specified in Landlord’s notice of termination. If this Lease is canceled pursuant to the Transfer Notice, in the case of foregoing with respect to only a proposed Assignment or Sublease for all or substantially all portion of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) abovePremises, the rent payable by Landlord Rent required under this Lease shall be adjusted proportionately based on the rent that would have been payable square footage retained by Tenant and the square footage leased by Tenant hereunder immediately prior to Tenant under such proposed Transferrecapture and cancellation, with and Landlord and Tenant sharing shall thereupon execute an amendment of this Lease in accordance therewith. If Landlord so recaptures a portion of the ProfitsPremises, if anyit shall construct and erect as its sole cost such partitions as may be required to sever the space retained by Tenant from the space recaptured by Landlord. Landlord may, under such Sublease without limitation, lease the recaptured portion of the Premises to the proposed subtenant or Assignment transferee without liability to Landlord in the same manner as is set forth in Section 14.5Tenant. If Landlord elects to terminate this Lease as to and recapture the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities described in the Tenant’s notice (“Terminated Premises”), (ii) Landlord shall have also be granted by Tenant, without charge, such rights of access to the right ‘Terminated Premises as was proposed to use such portion be given to the proposed subtenant and as is reasonable and necessary to permit occupancy of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Terminated Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s Xxxxxxxx's receipt of all a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the information required 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, terminate the Lease as to the portion of the Premises affected by the sublease 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 (a "Recapture"). If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Ten ant may enter into the proposed 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form reasonably approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, Transferee shall expressly assume all of Tenant's obligations under this Lease. If Landlord exercises its option to terminate this Lease ( or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises) as provided above, (i) Tenant shall at all times provide reasonable surrender possession of the Premises or a portion of the Premises, as the case may be, on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to such 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 use Tenant's parking allocation shall be readjusted proportionately according to the ratio of any common facilities in the Premises, (ii) Landlord shall have number of square feet and the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant, and (iii) Tenant shall reimburse Landlord for 's Premises during the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder term of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3proposed sublet.

Landlord’s Options. At If at any time or from time to time during the Term, Tenant desires to effect a transfer, Tenant shall deliver to Landlord written notice ("Transfer Notice") setting forth the terms and provisions 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 for the Transferee and such other information as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within ten (10) business days after Landlord’s 's receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect such financial statements and other information, either to: (a) sublease itself approve or disapprove such transfer; or (b) terminate this Lease with respect to the Transfer Space specified in the Transfer Notice, for the term proposedentire Premises (or, in the case of a proposed sublease, only that portion of the Premises which the Tenant has requested to Sublease, ), which termination shall be effective thirty (30) days after Tenant's receipt of Landlord's notice; provided, however, that this clause (b) take an Assignment of Tenant’s leasehold estate specified shall not apply unless the proposed transfer (either by itself or when taken together with all prior transfers hereunder) would result in the Transfer Notice in transfer of 50% or more of the case of a proposed Assignment, or (c) Premises. Should Landlord attempt to exercise such right to terminate this Lease as provided for under this clause then Tenant shall have the right, exercisable within five (5) business days of receipt of landlords intent to terminate this Lease, to withdraw the entire Transfer Space specified in the Transfer Noticetransfer request, in the case which event Landlord's exercise of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunderits termination right under this clause shall be null and void. In the event that Landlord elects refuses to Sublease consent to a sublease, assignment or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) abovetransfer, then Landlord shall pay simultaneously provide Tenant with a reasonably detailed written explanation for such refusal. Landlord will provide to Tenant, at the same times subtenants and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms assignees all rights and services provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Lease.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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 (including references) as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may and such financial statements and other information requested by written notice to Tenant elect Landlord, either to: (a) sublease itself the Transfer Space specified in the Transfer Noticeapprove or disapprove such Transfer, for the term proposed, in the case of a proposed Sublease,which approval shall not be unreasonably withheld; or (b) take an Assignment recapture the space (“Subject Space”) that is the subject of Tenant’s leasehold estate specified the Transfer. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice in as the case effective date of a the proposed Assignment, or (c) terminate this Lease as to Transfer until the entire Transfer Space specified in last day of the term of the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In If this Lease shall be canceled with respect to less than the event Landlord elects any entire Premises, the Rent reserved herein shall be prorated on the basis of the options set forth in Paragraphs (a), (b) and (c) above, the effective date number of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified rentable square feet retained by Tenant in proportion to the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any number of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities rentable square feet contained in the Premises, (ii) Landlord and this Lease as so amended shall have continue thereafter in full force and effect, and upon request of either party, the right to use such portion parties shall execute written confirmation of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3same.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice ("Transfer Notice") setting forth the terms and provisions 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 financial statements for the preceding two (2) years of the Transferee, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within ten twenty (1020) business days after Landlord’s 's receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in the Transfer Notice, this Lease for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant's receipt of a proposed Assignment or Sublease Landlord's notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant's request for all or substantially all Landlord's approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all of a Transfer Notice accompanied by the other information required described in the Transfer NoticeSection 11.01, Landlord may by written notice to Tenant elect to: : (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) if the Tenant proposes to sublease itself more than fifty (50%) percent of the rentable square footage, terminate the Lease as to the portion of the Premises affected by the Transfer Space specified 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 Transfer Notice, for the term proposed, giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use 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 common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without an entity affiliated with and under the consent common control of Tenant, and Tenant (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3"Affiliated Entity").

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the information required 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 an assignment of this Lease or sublease of the Premises to an Affiliated Entity (hereinafter defined). 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; (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Notice, for form approved by Landlord) has been delivered to Landlord pursuant to which the term proposed, 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 in form and substance satisfactory to Landlord. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use Tenant's parking allocation shall be readjusted proportionately according to the ratio that the number of any common facilities in square feet and the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject space surrendered compares to Landlord’s election without the consent floor area of Tenant's Premises during the Term of the proposed sublet, and (iii) Tenant the Tenant’s Share shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3also be readjusted accordingly.

Landlord’s Options. At If at any time within ten or from time to time during the Term Tenant desires to effect a Transfer (10which Transfer shall in no event be for less than its entire interest in this Lease) business or to sublet the Premises or any portion thereof, Tenant shall deliver to Landlord written notice ("TRANSFER NOTICE") at least sixty (60) days after Landlord’s receipt of all prior to the proposed effective date of the information required Transfer setting forth: (a) the identity of the Transferee, (b) the nature of the Transferee's business to be carried on in the Premises, and (c) the terms and provisions of the proposed Transfer. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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 together with the proposed form of assignment or sublease. Landlord shall have the option, exercisable by written notice delivered to Tenant elect within thirty (30) days after Landlord's receipt of the Transfer Notice, such financial statements and other information as may be requested by Landlord, either to: (ai) sublease itself the approve or disapprove such Transfer Space specified or sublease; or (ii) in the Transfer Noticecase of any proposed subletting (for substantially the balance of the Term), for terminate this Lease as to that portion of the term proposedPremises proposed to be subleased, and, in the case of a any proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in the Transfer NoticePremises, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord which termination shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space effective on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion's notice of termination. In If this Lease is terminated by Landlord pursuant to the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above foregoing with respect to only a portion of the Premises, (i) the Rent required under this Lease, and including Tenant's Proportionate Share, shall be adjusted proportionately based on the square footage retained by Tenant and the square footage leased by Tenant hereunder immediately prior to such recapture and cancellation, and Landlord and Tenant shall at all times provide reasonable and appropriate access to such portion thereupon execute an amendment of the Premises and use of any common facilities this Lease in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3accordance therewith.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request). Landlord shall notify Tenant within ten thirty (1030) business days after Landlord’s receipt of the subject Transfer Notice (“Recapture Notice”) and all other documentation and information required to be provided pursuant to Section 43(b) above, whether Landlord intends to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; in such event, Landlord’s consent to a Transfer will not be unreasonably withheld, conditioned or delayed. Tenant may, no more than once in any twelve (12) month period, withdraw its request for consent by notice delivered to Landlord within five (5) business days after delivery of Landlord’s Recapture Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect tofollowing apply: (ai) sublease itself The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer Space specified will result in the Transfer Notice, for the term proposedmore than five (5) occupants per 1,000 square feet of rentable area; (v) The Transferee, in the case of a proposed Sublease, (b) take an Assignment assignment of Tenant’s leasehold estate specified interest in this Lease, is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer Notice would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relieve under its lease; (vii) Except in the case of a an assignment of Tenant’s interest in this Lease to an Affiliate or Permitted Transferee (as said terms are defined in, and subject to and in accordance with the terms of, Section 43(h) below), the terms of the proposed AssignmentTransfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) Landlord has comparable space for lease in the Building at the time and the proposed Transferee, (1) occupies space in the Building at the time of the request for consent, (2) is actively negotiating with Landlord (i.e., the parties are engaged in the exchange of term sheets) to lease space in the Building at such time, or (3) has so negotiated with Landlord during the two (2) month period immediately preceding the Transfer Notice; or (cix) terminate this Lease as The Transferee fails to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in execute Landlord’s discretion. In the event Landlord elects any reasonable standard form of the options set forth in Paragraphs (a), (b) and (c) above with respect consent to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3assignment or subleasing.

Landlord’s Options. At Upon the happening of any time within ten Event of Default, Landlord (10in addition to and not in limitation of any other remedy permitted by law or under this Lease) business days after Landlord’s receipt of all may, at its option, do any of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect tofollowing: (ai) sublease itself the Transfer Space specified in the Transfer Notice, for Landlord may terminate the term proposedof this Lease, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the which event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease recover from Tenant all sums due and payable by Tenant up to the Transfer Space in Landlord’s discretiondate of such termination together with any direct, but not consequential, damages which shall accrue by any reason of Tenant's default hereunder, which liability of Tenant shall survive any termination of this Lease. In the event Landlord elects Upon any termination of the options set forth term hereof, Tenant shall promptly vacate the Premises and surrender possession thereof to Landlord; and in Paragraphs (a)such event, (b) Landlord may enter upon the Premises and (c) above with respect to a portion of repossess the same, and may expel or remove Tenant and any others who may be occupying the Premises, (i) and may remove any and all property therefrom, using such force as may be necessary, without relinquishing Landlord's right to the rents due hereunder or any other damages or right given to Landlord hereunder or by operation of law. Except as herein expressly provided, Tenant shall at all times provide reasonable not be entitled to and appropriate access to such portion hereby waives service of any demand for possession of the Premises or for the performance of Tenant's obligations hereunder. (ii) Landlord may elect to terminate Tenant's right to possession of the Premises without terminating the term of this Lease, in which event Landlord, at its option, may enter upon the Premises and use remove Tenant's property and any other evidence of any common facilities tenancy and take and hold possession thereof, without releasing Tenant in whole or in part from its obligation to pay all rent herein provided for the full term of this Lease, and in such case Tenant shall continue to pay to Landlord the entire amount of the rent and other sums payable by Tenant hereunder for the remainder of the term hereof. After entry and possession by Landlord without terminating the term of this Lease, Landlord may relet the Premises, or any part thereof, for the account of Tenant, to such person or party, for such rent, for such time (iiwhich may be less than or exceed the remaining term of this Lease) and upon such terms as Landlord in its sole discretion may determine. If any rental collected by Landlord upon such reletting for Tenant's account is not sufficient to pay monthly the full amount of the rent provided for in this Lease and not theretofore paid by Tenant, Tenant shall pay any deficiency to Landlord. If any rental collected by Landlord upon such reletting for Tenant's account exceeds the amount of the rent provided for in the Lease, after consideration of the Landlord's costs, expenses of reletting and of any repairs or alterations or remodeling made in connection with any such reletting, Landlord shall, at the end of the stated term hereof, apply any surplus to the extent thereof to the discharge of any obligation of Tenant to Landlord under the terms of this Lease. Landlord shall have the right from time to use time to begin and maintain successive legal proceedings against Tenant for the recovery of such portion deficiency or damages or for a sum equal to any installment or installments of rent and any other sums required to be paid hereunder and to recover the Premises subject to Landlord’s election without the consent of same from Tenant, and (iii) which liability of Tenant shall reimburse Landlord for survive the reasonable cost institution of any demising wall necessary action to separate the Transfer Space from the remainder secure possession of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) 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 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 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 (a “Recapture”); provided, however, that 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 less than all of the Premises, the affected portion of the Premises) within ten (10) business days after Landlord’s of receipt of all the Recapture Notice (or if later, the receipt of such information). If Landlord approves of the information required 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, Landlord may by written notice to Tenant elect to: (a) sublease itself or other instrument effecting the Transfer Space specified (in the Transfer Noticeform approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (provided that, for a subtenant, the term proposed, 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 proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises) as provided above, (i) Tenant shall at all times provide reasonable and appropriate access to such surrender possession of the Premises or a portion of the Premises and use of any common facilities in the Premises, (ii) as the case may be, on the date set forth in Landlord’s notice, and thereafter neither Landlord nor Tenant shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenantany further liability with respect thereto, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer except with respect to those matters that expressly survive the Transfer Space within one hundred eighty (180) days after termination of the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3Lease.

Landlord’s Options. At If at any time within ten or from time to time during the term of this Lease, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (10"Transfer Notice") business days after Landlord’s receipt of all setting forth the terms and provisions of the information required in 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 financial statements for the preceding two (2) years of Transferee, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant elect within twenty (20) days after Landlord's receipt of the Transfer Notice, such financial statements and other information, either to: (a) Approve or disapprove such Transfer, which approval shall not be unreasonably withheld; provided however, Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to this Section 14.2(a) of the Lease shall be deemed reasonably withheld if the proposed Transfer would, in Landlord's sole and exclusive discretion result in a violation of the Master Lease; or (b) Sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in the Transfer Notice, this Lease for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant's receipt of a proposed Assignment or Sublease Landlord's notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant's request for all or substantially all Landlord's approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At If Tenant proposes a Transfer the term of which (considering any time within ten options to renew or extend) could be more than three (103) business days after Landlord’s receipt of all years or for more than fifty percent (50%) of the information required in remainder of the Transfer NoticeTerm hereunder (except under Section 8.1(b)), then Landlord may by written notice elect to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this -------------- Lease as pursuant to the entire Transfer Space specified in the Transfer Notice, in the case following paragraph as of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be 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 Noticeon 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 if elected by Landlord, up (c) deny the request to ninety Transfer the Lease. Landlord shall have a period - of twenty (9020) days thereafterfollowing any interview and receipt of such additional information as Landlord requests (or thirty (30) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to respond to Xxxxxx's request. After any If Landlord fails to notify Tenant in writing of such election by Landlordwithin said period, Landlord shall be entitled deemed to re-lease or sub-sublease have waived option (a) above and to have denied consent to the Transfer Space in Landlord’s discretionproposed Transfer. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect deciding whether to consent to a portion of proposed Transfer, Landlord may consider any factors that Landlord deems relevant, including but not limited to the Premises, following: (i) Tenant shall at all times provide reasonable and appropriate access to such portion whether the use of the Premises and use of any common facilities in by the Premises, proposed Transferee would be a Permitted Use; (ii) Landlord shall have whether the right proposed Transferee is of sound financial condition and has sufficient financial resources and business expertise, as determined by Landlord, to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in perform under this Section 14.3.Lease;

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice ("Transfer Notice.") setting forth terms and provisions 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 financial statements for the preceding two (2) years of the Transferee, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within ten twenty (1020) business days after Landlord’s 's receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval all not be unreasonably withheld; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in the Transfer Notice, this Lease for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant's receipt of a proposed Assignment or Sublease Landlord's notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant's request for all or substantially all Landlord's approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer (other than a “Permitted Transfer,” as defined in Section 13.6 below), Tenant shall deliver to Landlord written notice (“Transfer Notice”) setting forth the terms and provisions 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 financial statements for the preceding two (2) years of the Transferee (which have been certified or audited by an independent accounting firm, if such Transferee otherwise has obtained such a certification or audit and, if not, tax returns for the preceding two years and financial statements certified by the chief financial officer of the Transferee), and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Landlord will have the following options, which must be exercised, if at all, by notice given to Tenant within ten (10) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself Approve the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease,Transfer; (b) take an Assignment of Tenant’s leasehold estate specified in Disapprove the Transfer Notice in the case of a proposed Assignment, Proposed Transfer; or (c) Terminate this Lease, provided that Tenant may withdraw the Transfer Notice within ten (10) business days after receipt of Landlord’s notice to terminate this Lease as to the entire Transfer Space specified in the Transfer NoticeLease, in which case, Landlord’s termination notice shall be void and Tenant shall continue to lease the case of a proposed Assignment or Sublease for all or substantially Premises in accordance with all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) terms and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate conditions of this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the PremisesLease. If Tenant does not consummate a Transfer with respect elect to withdraw the Transfer Space Notice within one hundred eighty the above ten (18010) days after business-day period, this Lease will terminate on the Transfer Noticelast day of the month following the above ten (10) business-day period described herein, Tenant shalland Tenant, if Tenant continues to contemplate a Transferupon such termination, deliver a new Transfer Notice and Landlord shall again have the options set forth in will be released from any further liability under this Section 14.3Lease.

Landlord’s Options. At Upon any time request by Tenant for Landlord’s consent to a Transfer, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the Subject Space (in the event of a subleasing request). Landlord shall notify Tenant within thirty (30) days after Landlord’s receipt of the subject Transfer Notice and all other documentation and information required to be provided pursuant to Section 41(b) above, whether Landlord elects to exercise Landlord’s recapture right and, if not, whether Landlord consents to the requested Transfer; if Landlord does not elect to exercise its recapture right, Landlord’s consent to a Transfer will not be unreasonably withheld. If Landlord gives notice of its exercise of the recapture right, Tenant may, no more than once per calendar year, elect to rescind its Transfer Notice, by notice to Landlord within ten (10) business days after LandlordTenant’s receipt of all the Landlord’s notice of the information required election to recapture, in which event the Lease will continue in full force and effect without modification. If Landlord does elect to exercise its recapture right, and Tenant does not elect to rescind its Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall such recapture will be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafterfollowing Landlord’s notice of same. After any such election by LandlordWithout limiting the grounds upon which Landlord may reasonably withhold its consent, Landlord the parties hereby agree that it shall be entitled reasonable under this Lease and under any applicable Law for Landlord to re-withhold consent to any proposed Transfer where one or more of the following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in more than five (5) occupants per 1,000 square feet of rentable area; (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or sub-sublease agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relief under its lease; (vii) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant; (viii) The proposed Transferee (1) occupies space in the Building at the time of the request for consent, (2) is negotiating with Landlord to lease space in the Building at such time, or (3) has negotiated with Landlord during the twelve (12) month period immediately preceding the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs Notice; (a), (bix) and (c) above with With respect to a portion Transfer proposed to be entered into during the first year of the PremisesTerm of this Lease, the rent proposed to be paid by the Transferee is less than the Rent payable by Tenant under this Lease; or (ix) Tenant shall at all times provide reasonable and appropriate access The Transferee fails to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to execute Landlord’s election without the standard form of consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3assignment or subleasing.

Landlord’s Options. At Within twenty (20) days of Landlord's receipt of any time Transfer Notice and all of the information and materials required by the first sentence in Section 14.2 above (including, without 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) 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, subject to the terms herein, or (c) terminate this Lease (or, as to a partial subletting or assignment, terminate this Lease as to the portion of the Premises proposed to be sublet or assigned if the term of any such sublease or partial assignment is co-terminous with the remaining term of this Lease), effective as of the effective date of the Transfer Date. If Landlord terminates 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 within ten (10) business days after Landlord’s its receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: of such termination, then (ai) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease shall cease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (iii) Tenant shall at pay to Landlord all times provide reasonable Rent accrued through the termination date relating to the portion of the Premises covered by the proposed Transfer, and appropriate access (iii) Landlord and Tenant shall, within fifteen (15) days after Tenant's receipt of Landlord's written notice of termination, enter into an agreement amending this Lease to reflect such partial termination (including, without limitation, Tenant's acknowledgment and agreement that Landlord may lease such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues prospective transferee [or to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3any other person] without liability to Tenant).

Landlord’s Options. At If the Tenant desires to assign this Lease or sublet all or part of the Premises, Tenant will notify Landlord in writing at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or enter into such sublease, and Tenant will provide Landlord with a copy of the proposed assignment or sublease, and sufficient information concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed assignee or subtenant(s). Within thirty (30) days after Landlord's receipt of Tenant's proposed assignment or sublease and all required information concerning the proposed subtenant(s) or assignee, Landlord will have the option to: (i) Cancel this Lease as to all of the Premises on the effective or commencement date of such proposed assignment or subletting, if Tenant proposes to assign Tenant's interest in the Lease or sublet more than fifty percent (50%) of the Premises (or so much of the Premises which, when combined with those portions theretofore assigned or sublet by Tenant, results in fifty percent (50%) or more of the Premises having been so transferred), or cancel this Lease as to the portion of the Premises proposed to be sublet if Tenant proposes to sublet less than fifty percent (50%) of the Premises; or (ii) Consent to the proposed assignment or sublease, provided, however, if the rent due and payable by any time assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration for the assignment or sublease or any payment incident to the assignment or sublease) exceeds the rent payable under the Lease for such space, Tenant will pay to Landlord fifty percent (50%) of all such excess rent and other excess consideration, after deducting therefrom the amount of any reasonable expenses incurred by Tenant in connection with the procural of such assignment, sublease or other transfer, which payment shall be made by Tenant to Landlord within ten (10) business days after Landlord’s following Tenant's receipt of all of the information required in the Transfer Notice, Landlord may such excess rent and/or consideration by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, ; or (ciii) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion or so much of the Premises as Tenant proposes to sublease, from Tenant upon the same terms and use of any common facilities conditions as are contained in the Premises, proposed sublease or assignment; or (iiiv) Landlord shall have Refuse to consent to the right proposed assignment or sublease but allow Tenant to use such portion of continue in the Premises subject search for an assignee or sublessee that will be acceptable to Landlord’s election without the consent of Tenant, and (iii) which option will be deemed to be elected unless Landlord gives Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3notice providing otherwise.

Landlord’s Options. At any time within ten (10) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself If (i) the Transfer Space specified in the Transfer Notice, for the term proposedPremises, in the case sole opinion of a proposed Sublease,Landlord, are rendered substantially untenantable by reason of such fire or casualty, or twenty (20%) percent or more of the Premises is damaged by such fire or other casualty; and (ii) less than twelve (12) months would remain of the Lease Term or any renewal thereof upon completion of the repairs or reconstruction, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days from and after said occurrence, to elect not to reconstruct the Premises, and, in such event, this Lease and the tenancy hereby created shall cease as of the date of such occurrence, the Rent to be adjusted as of such date. (b) take an Assignment Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant acknowledges notice (i) that Landlord shall not obtain insurance of any kind on Tenant’s leasehold estate specified in 's furniture or furnishings, equipment, fixtures, alterations, improvements and additions unless the Transfer Notice in same have become the case property of a proposed Assignment, orLandlord pursuant to Section 3.01(d); (ii) that it is Tenant's obligation to obtain such insurance at Tenant's sole cost and expense; and (iii) that Landlord shall not be obligated to repair any damage thereto or replace the same. (c) terminate Any other provision of this Lease as to the entire Transfer Space specified in contrary notwithstanding, if insurance proceeds to be maintained by Tenant under the Transfer Notice, in terms of this Lease plus such additional funds as Tenant is willing to contribute are insufficient to cover the case of a proposed Assignment or Sublease for all or substantially all cost of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease repair or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any restoration of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlordtenant improvements, Landlord shall be entitled have no obligation to re-lease repair or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3restore same.

Landlord’s Options. At any time Except in the event of a Permitted Transfer (as hereinafter defined), Landlord shall have the option, exercisable by written notice delivered to Tenant within ten twenty (1020) business days after Landlord’s receipt of all of a Transfer Notice accompanied by the other information required described in the Transfer NoticeSection 18.1, Landlord may by written notice to Tenant elect to: (a) sublease itself approve the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, Transfer; or (b) take an Assignment reasonably disapprove the proposed Transfer (with a statement of Tenant’s leasehold estate specified the grounds therefor) and continue the Lease in the Transfer Notice in the case of a proposed Assignment, or full force and effect; or (c) terminate in the event of an assignment of this Lease as to or a sublease of more than fifty percent (50%) of the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease Premises for all or substantially all of the then-remaining Term, terminate the Lease with a proportionate abatement in respect to the rent payable hereunder. In portion of the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) abovePremises affected by the Transfer or, at Landlord’s option, the rent payable by entire Premises (it being specifically agreed that Landlord shall be may terminate the rent that would have been payable Lease with respect to the entire Premises even if Tenant under such proposed Transfer, with Landlord and Tenant sharing proposes to transfer only a portion of the Profits, if any, under such Sublease or Assignment to Landlord in Premises) as of the same manner as is date set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share Landlord’s notice of Profits that Tenant would have received from a Transfer exercise of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs option, which date shall not be less than thirty (a), (b30) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to days nor more than ninety (90) days thereafterfollowing the giving of such notice. After any If Landlord approves of the proposed Transfer pursuant to Section 18.1 above, Tenant may enter into the proposed Transfer with such election by Landlord, Landlord proposed Transferee subject to the following conditions: (i) the Transfer shall be entitled to re-lease or sub-sublease on the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options same terms set forth in Paragraphs the Transfer Notice; (a), (bii) no Transfer shall be valid and (c) above with respect to a portion of the Premises, (i) Tenant no Transferee shall at all times provide reasonable and appropriate access to such portion take possession of the Premises and use until an executed counterpart of any common facilities the assignment, sublease or other instrument effecting the Transfer (in the Premises, (iiform approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall have the right to use such portion of the Premises subject to Landlord’s election without the consent 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 in form and substance satisfactory to Landlord. In addition, Tenant agrees to reimburse Landlord for the its reasonable cost costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with Landlord’s review of any demising wall necessary to separate (x) proposed Transfer whether or not Landlord approves the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty same and (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.y)

Landlord’s Options. At If the Tenant desires to assign this Lease or sublet all or part of the Premises, Tenant will notify Landlord in writing at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or enter into such sublease, and Tenant will provide Landlord with a copy of the proposed assignment or sublease, and sufficient information concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed assignee or subtenant(s). Within fifteen (15) days after Landlord's receipt of Tenant's proposed assignment or sublease and all required information concerning the proposed subtenant(s) or assignee, Landlord will have the option to: (i) Cancel this Lease as to all of the Premises on the effective or commencement date of such proposed assignment or subletting, if Tenant proposes to assign Tenant's interest in the Lease or sublet more than seventy-five percent (75%) of the Premises (or so much of the Premises which, when combined with those portions theretofore assigned or sublet by Tenant, results in seventy-five percent (75%) or more of the Premises having been so transferred), or cancel this Lease as to the portion of the Premises proposed to be sublet if Tenant proposes to sublet less than seventy-five percent (75%) of the Premises; or (ii) Consent to the proposed assignment or sublease, provided, however, if the rent due and payable by any time assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration for the assignment or sublease or any payment incident to the assignment or sublease) exceeds the rent payable under the Lease for such space, Tenant will pay to Landlord fifty percent (50%) of all such excess rent and other excess consideration, after deducting therefrom the amount of any reasonable expenses incurred by Tenant in connection with the procural of such assignment, sublease or other transfer, which payment shall be made by Tenant to Landlord within ten (10) business days after Landlord’s following Tenant's receipt of all of the information required in the Transfer Notice, Landlord may such excess rent and/or consideration by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, ; or (ciii) terminate this Lease as Refuse to consent to the entire Transfer Space specified proposed assignment or sublease, if such refusal is reasonable, but allow Tenant to continue in the Transfer Notice, in the case of a proposed Assignment search for an assignee or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects sublessee that will be acceptable to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up which option will be deemed to ninety (90) days thereafter. After any such election by Landlord, be elected unless Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) gives Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3notice providing otherwise.

Landlord’s Options. At If at any time within ten or from time to time during the Term Tenant desires to effect a Transfer (10other than a Permitted Transfer), Tenant shall deliver to Landlord written notice ("Transfer Notice") business days after Landlord’s receipt of all setting forth the terms and provisions of the information required in 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 financial statements for the proceeding two (2) years of the Transferee (or other reasonable evidence of financial condition) which have been certified by a corporate officer of the Transferee 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, Landlord shall have the option, exercisable by written notice delivered to Tenant elect within twenty (20) days after Landlord's receipt of the Transfer Notice, such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or (b) if Tenant proposes to sublease itself more than 25% of the Transfer Space specified Premises, sublet from Tenant that portion of the Premises which Tenant has requested to sublease at the rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant's Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant's receipt of a proposed Assignment or Sublease Landlord's notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant's request for all or substantially all Landlord's approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten thirty (1030) business days after Landlord’s 's receipt of all of a Transfer Notice accompanied by the other information required described in the Transfer NoticeSection 12.01, Landlord may by written notice to Tenant elect to: : (a) permit Tenant to Transfer the Premises; or (b) disapprove the Tenant's Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises. (c) if the Tenant proposes to sublease itself more than fifty (50%) percent of the rentable square footage, terminate the Lease as to the portion of the Premises affected by the Transfer Space specified 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 Transfer Notice, for the term proposed, giving of such notice. If Landlord exercises its option to terminate this Lease (or in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as partial sublet to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from release Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises), (i) Tenant shall at all times provide reasonable surrender possession of such Premises on the date set forth in Landlord's notice, and appropriate access thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to such a portion of the Premises only, Rent and use 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 common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without an entity affiliated with and under the consent common control of Tenant, and Tenant (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3"Affiliated Entity").

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years of the Transferee (if available), and such other information concerning the business background and financial condition of the proposed Transferee (including references) as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within ten (10) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may and such financial statements and other information requested by written notice to Tenant elect Landlord, either to: (a) sublease itself the Transfer Space specified approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or (b) in the Transfer Notice, for the term proposed, case of an assignment or in the case of a proposed Sublease, sublease or subleases comprising (bin the aggregate) take an Assignment more than sixty percent (60%) of Tenant’s leasehold estate specified the Premises, recapture the space (“Subject Space”) that is the subject of the Transfer. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice in as the case effective date of a the proposed Assignment, or (c) terminate this Lease as to Transfer until the entire Transfer Space specified in last day of the term of the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In If this Lease shall be canceled with respect to less than the event Landlord elects any entire Premises, the Rent reserved herein shall be prorated on the basis of the options set forth in Paragraphs (a), (b) and (c) above, the effective date number of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified rentable square feet retained by Tenant in proportion to the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any number of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities rentable square feet contained in the Premises, (ii) and 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. Notwithstanding any provision herein to the contrary, in the event that Landlord elects to recapture as provided in this Section 14.3(b), Tenant shall have the right five (5) days to use rescind its Transfer Notice in which case such portion of the Premises subject election to Landlord’s election without the consent of Tenant, recapture shall no longer be effective and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premisesretain all rights under this Lease. If Tenant Landlord does not consummate a respond to Tenant’s Transfer Notice within ten (10) business days of receiving such Transfer Notice (together with respect to the Transfer Space within one hundred eighty all required information provided above) and if such failure continues for an additional three (1803) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Tenant’s second (2nd) submittal of such Transfer Notice and (together with all required information provided above) to Landlord, then such lack of response shall conclusively be deemed approval by Landlord shall again have the options set forth in this Section 14.3of such Transfer.

Landlord’s Options. At any time Landlord shall have the option, exercisable by written notice delivered to Tenant within ten fifteen (1015) business days after Landlord’s receipt of all of a Transfer Notice accompanied by the other information required described in the Transfer NoticeSection 18.1, Landlord may by written notice to Tenant elect to: (a) sublease itself approve the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, Transfer; or (b) take an Assignment of Tenant’s leasehold estate specified disapprove the proposed Transfer and continue the Lease in the Transfer Notice in the case of a proposed Assignment, or full force and effect; or (c) if the proposed Transfer is for a sublease of fifty percent (50%) or more of the rentable square footage of the Premises, terminate this the Lease as with respect to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all portion of the remaining Term, with a proportionate abatement in Premises affected as of the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is date set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share Landlord’s notice of Profits that Tenant would have received from a Transfer exercise of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs option, which date shall not be less than thirty (a), (b30) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to days nor more than ninety (90) days thereafter. After any following the giving of such election by Landlord, Landlord shall be entitled to re-lease notice; or sub-(d) if the proposed Transfer is for a sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of sixty percent (60%) or more of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion rentable square footage of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access terminate the Lease with respect to such the portion of the Premises and use 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 proposes to sublease only sixty percent (60%) of any common facilities the Premises) 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. If Landlord approves of the proposed Transfer pursuant to Section 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 Premises, Transfer Notice; (ii) Landlord no Transfer shall have the right to use such portion be valid and no Transferee shall take possession of the Premises subject 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’s election without Landlord pursuant to which the consent 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 in form and substance satisfactory to Landlord. In addition, Tenant agrees to reimburse Landlord for the its reasonable cost costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with Landlord’s review of any demising wall necessary to separate (x) proposed Transfer whether or not Landlord approves the same and (y) Permitted Transfer Space from the remainder of the Premises(as hereinafter defined); provided, however, that such costs and expenses shall not exceed $2,500.00 per Transfer request. If Tenant does not consummate a Transfer Landlord exercises its option to terminate this Lease in its entirety or with respect to the Transfer Space within one hundred eighty portion of the Premises affected (180) days after the Transfer Noticeas set forth above), Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have surrender possession of the options Premises or portion thereof on the date set forth in Landlord’s notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto. If this Lease shall be terminated as to a portion of the Premises 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 14.318.2 shall not apply to a Permitted Transfer.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “Transferee”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years 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 (including references) as Landlord may reasonably request. Landlord shall have the option, exercisable by written notice delivered to Tenant within thirty (30) days after Landlord’s receipt of the Transfer Notice, and such financial statements and other information requested by Landlord, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld, conditioned or delayed; or (b) recapture the space (“Subject Space”) that is the subject of the Transfer. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, 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, and 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. Notwithstanding any provision herein to the contrary, in the event that Landlord elects to recapture as provided in this Section 14.3(b), Tenant shall have five (5) days to rescind its Transfer Notice in which case such election to recapture shall no longer be effective and Tenant shall retain all rights under this Lease. If Landlord does not respond to Tenant’s Transfer Notice within ten (10) business days of receiving such Transfer Notice (together with all required information provided above) and if such failure continues for an additional five (5) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect to: (a) sublease itself the Transfer Space specified in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or second (c2nd) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer submittal of such Transfer Space on the terms Notice (together with all required information provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (babove) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any then such election lack of response shall conclusively be deemed approval by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (“Transfer Notice”) setting forth the terms and provisions 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 financial statements for the preceding two (2) years of the Transferee which have been certified by Transferee, or, if available, certified by an independent accounting firm 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, Landlord shall have the option, exercisable by written notice delivered to Tenant within ten fifteen (1015) business days after Landlord’s receipt of all of the information required in the Transfer Notice, Landlord may by written notice to Tenant elect such financial statements and other information, either to: (a) approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or (b) sublet from Tenant that portion of the Premises which Tenant has requested to sublease itself at the Transfer Space specified rental and on the other terms set forth in this Lease prorated for the Transfer Notice, portion of the Premises to be sublet and for the term proposedset forth in Tenant’s Notice, or, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentassignment or encumbrance, or (c) terminate this Lease as with respect to the entire Transfer Space specified in Premises and recapture the Transfer NoticePremises, in the case which termination shall be effective thirty (30) days after Tenant’s receipt of a proposed Assignment or Sublease Landlord’s notice. If Landlord exercises its option to sublease any such space from Tenant following Tenant’s request for all or substantially all Landlord’s approval of the remaining Termproposed sublease of such space, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (ai) and (b) above, the rent payable by Landlord shall be responsible for the rent that would have been payable construction of any partitions which Landlord reasonably deems necessary to Tenant under separate such proposed Transfer, with Landlord and Tenant sharing space from the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion remainder of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord and any sub-subtenant or assignee of Landlord with respect to such subleased space shall have the right to use such portion of in common with Tenant all lavatories, corridors and lobbies which are within the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord which are reasonably required for the reasonable cost use of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3such space.

Landlord’s Options. At any time To the extent Tenant contemplates (i) an assignment of Tenant’s interest in this Lease, or (ii) a sublease of all the Premises or (iii) a sublease of a portion of the Premises for the substantially remainder of the 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 contemplated 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 ten thirty (1030) business days after following Landlord’s receipt of all of the information required in the Transfer Tenant’s Recapture Opportunity Notice, to recapture the Subject Space, and, if not, whether Landlord may by written notice consents to Tenant elect to: (a) sublease itself the Transfer Space specified in requested Transfer. If such recapture right is exercised, the Transfer Notice, for the term proposed, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) recapture shall cancel and terminate this Lease as with respect to the entire Transfer Subject Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all effective as of the remaining Term, with a proportionate abatement in the rent payable hereunderContemplated Effective Date. In the event Landlord elects of a recapture by Landlord, if this Lease shall be canceled with respect to Sublease or take an Assignment from 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 described so amended shall continue thereafter in Paragraphs (a) full force and effect, and upon request of either party, the parties shall execute written confirmation of the same; and (biii) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing will share the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times cost and in the same amounts, the share expense of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any construction of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such demising wall separating that portion of the Premises and use of any common facilities in the Premises, (ii) recaptured by Landlord shall have the right to use such from that portion of the Premises subject 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 election without consent to a Transfer which meets the consent of specifications and parameters set forth in Tenant’s Recapture Opportunity Notice will not be unreasonably withheld, and (iii) delayed or conditioned; however, if Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does has not consummate 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 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 Space within one hundred eighty thirty (18030) days after receipt of the Transfer Notice, Tenant shall. 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 continues has submitted to contemplate Landlord a Transfer, deliver a new 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 submit a second written request for consent with a conspicuous notice stating that “Landlord’s failure to respond to Tenant’s request for consent to such Transfer within five (5) business days following Landlord’s receipt of such second (2nd) request shall again have be deemed consent by Landlord,” and if Landlord fails to respond to such second (2nd) request with its approval or objections to such proposed Transfer within the options set forth five (5) business day period following Tenant’s delivery of such second notice, then such proposed Transfer shall be deemed approved. Without limiting the grounds upon which Landlord may reasonably withhold its consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) The Transferee is engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in the occupancy of any portion of the Premises at a density greater than the Standard Density (unless the Transferee demonstrates to Landlord’s reasonable satisfaction that the Transferee will satisfy the conditions and requirements applicable to any use that exceeds the Standard Density); (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the sublease or assignment in question on the date consent is requested, as reasonably determined by Landlord; (vi) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel or seek monetary or injunctive relief under its lease; (vii) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant; (viii) Either the proposed Transferee, or any person or entity which directly or indirectly controls, is controlled by, or is under common control with, the proposed Transferee, (1) occupies space in the Building at the time of the request for consent, or (2) is actively negotiating with Landlord to lease space in the Building at such time, or (3) has negotiated with Landlord during the four (4) month period immediately preceding the Transfer Notice and, in each case, Landlord has (or reasonably believes, based on the scheduled expiration date of existing leases and/or Landlord’s rights to relocate existing tenants, that Landlord will have) space available in the Building that, in Landlord’s reasonable judgment, will meet such proposed Transferee’s leasing needs; (ix) With respect to a Transfer proposed to be entered into during the first year of the Term of this Section 14.3Lease, the rent proposed to be paid by the Transferee is less than the Rent payable by Tenant under this Lease; or (x) The Transferee fails to execute a commercially reasonable form of consent to assignment or subleasing.

Landlord’s Options. At any time within ten thirty (1030) business days after Landlord’s 's receipt of all of the information required specified in the Transfer Noticesubparagraph (c) above, Landlord may by written notice to Tenant elect to: (a1) to sublease itself the Transfer Space 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 said notice, on the Transfer Noticesame 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 the proposed subtenant or assignee, for the term proposed, in as the case of a proposed Sublease, may be; or (b2) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (c) to terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all portion (including all) of the remaining TermPremises so proposed to be subleased or assigned, with a proportionate abatement in the rent payable hereunder. In ; provided, however, that if the event 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 elects shall not be entitled to Sublease or take an Assignment from Tenant as described in Paragraphs exercise option (a) and (b2) above, the rent payable by but may exercise option (1). If Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is does not exercise any option set forth in Section 14.5. If this subparagraph (d) within said thirty (30) day period, Tenant may thereafter within ninety (90) days after the expiration of said thirty (30) day period enter into a valid assignment or sublease of the Premises or portion thereof, upon the terms and conditions set forth in the information furnished by Tenant to Landlord elects pursuant to terminate this Lease as to the Transfer Space as described in Paragraph subparagraph (c) above, then Landlord subject, however, in each instance, to Landlord's consent, which shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options not unreasonably be withheld as set forth in Paragraphs subparagraph (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten (10) business days after If Tenant requests Landlord’s receipt 's consent to an ------------------ assignment of the Lease or subletting of all or a part of the information required Building, it shall submit to Landlord in writing at least sixty (60) days in advance of the Transfer Noticedate on which Tenant desires to make such assignment or sublease, the name of the proposed assignee or subtenant. Landlord may by shall have the option (to be exercised within thirty (30) days from submission of Tenant's written notice to Tenant elect to: request), (a) to permit Tenant's to assign or sublet such space, provided, however, that if the rental rate agreed upon by and between Tenant and the proposed subtenant under any proposed sublease itself of the Transfer Space specified Premises (or any part thereof) is greater than the rental rate being currently paid by Tenant to Landlord, Tenant must pay Landlord hereunder for that portion of the Premises that is subject to such proposed sublease, or if any consideration shall be received by Tenant in connection with such proposed assignment or sublease (in addition to rental as provided in such proposed sublease), then fifty percent (50%) of such excess rental or such consideration, as the Transfer Noticecase may be (or both), for the term proposedshall be considered additional rent owed by Tenant to Landlord, and shall be paid by Tenant to Landlord, in the case of a proposed Sublease, (b) take an Assignment of Tenant’s leasehold estate specified excess rentals, in the Transfer Notice in the case of a proposed Assignment, or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Noticesame manner that Tenant pays Monthly Rent and, in the case of any other consideration, immediately upon receipt thereof by Tenant; or (b) to refuse to consent to Tenant's assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within such thirty (30) day period, Landlord shall be deemed to have elected option (b) above. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to an assignment of lease or a proposed Assignment or Sublease for subletting by Tenant of all or substantially all a portion of the remaining Term, with a proportionate abatement in the rent payable hereunderBuilding. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) of the transfer and (b) above, the rent payable assignment by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord of its' interest in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to and the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by LandlordPremises, Landlord shall be entitled released from any further (but not then accrued) obligation hereunder and Tenant agrees to re-lease or sub-sublease the Transfer Space look solely to such successor in Landlord’s discretion. In the event Landlord elects any interest of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord for the reasonable cost performance of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days such further obligations that may arise after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice date of such transfer and Landlord shall again have the options set forth in this Section 14.3assignment.

Landlord’s Options. At any time If Tenant desires to effect a Transfer, then at least twenty (20) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall deliver to Landlord written notice (“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 which have been certified or audited by a reputable independent accounting firm reasonably 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 fifteen (1015) business days after Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) if for an assignment or sublease for seventy-five percent (75%) or more of the remainder of the Term, terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use recapture such portion of the Premises subject for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space, and (iii) Tenant Landlord shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time 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 written notice (“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 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 fifteen (1015) business days after Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use recapture all or such portion of any common facilities the Premises for reletting by Landlord effective as of the proposed Transfer Date, which termination must be effected by a written Termination Notice (“Termination Notice”) delivered to Tenant at least five (5) business days prior to the Transfer Date, in the Premises, (ii) Landlord which event Tenant shall have the right to use such revoke the Transfer Notice by delivery to Landlord of a written revocation notice within three (3) business days of delivery of the Termination Notice by which action the Termination Notice shall be revoked for all purposes of this Lease effective as of the date it was given and shall be void. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises subject to following Tenant’s request for Landlord’s election without approval of the consent proposed sublease of Tenantsuch space, and (iii) Tenant Landlord shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time If Tenant desires to effect a Transfer, then at least fifteen (15) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall deliver to Landlord written notice (“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, 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 fifteen (1015) business days after of Landlord’s receipt of all of the information required in the any Transfer Notice, and any additional information requested by Landlord may by written notice pursuant to this Section 20.2, Landlord will notify Tenant elect to: of its election to do one of the following: (a) sublease itself consent to the proposed Transfer Space specified subject to such reasonable conditions as Landlord may impose in the Transfer Notice, for the term proposed, in the case of a proposed Sublease, providing such consent; (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignmentrefuse such consent, or which refusal shall be on reasonable grounds; or (c) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all such portion of the remaining TermPremises which is proposed to be sublet or assigned by Tenant and recapture all or such portion of the Premises which is proposed to be sublet or assigned by Tenant for reletting by Landlord, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord which termination shall be effective as of the rent that would have been payable to Tenant under such proposed TransferTransfer Date provided, with Landlord and Tenant sharing the Profitshowever, if any, under Landlord refuses to grant such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord consent and elects to terminate this the Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable have the right within fifteen (15) days after notice of Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and appropriate access remain in possession of the Premises under the terms and conditions hereof. If Landlord exercises its option to such terminate the Lease with respect to only a portion of the Premises following Tenant’s request for Landlord’s approval of the proposed sublease of such space (and use of any common facilities in the PremisesTenant has not withdrawn such request for consent), (ii) Landlord shall have the right to use such portion of the Premises subject to Landlord’s election without the consent of Tenant, and (iii) Tenant shall reimburse Landlord be responsible for the reasonable cost construction of any demising wall which Landlord reasonably deems necessary to separate the Transfer Space such space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a Transfer, deliver a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3.

Landlord’s Options. At any time within ten (10) business Within fifteen days after Landlord’s of receipt of all a Transfer ------------------ Notice, and any additional information reasonably requested by Landlord concerning the Transferee's financial responsibility, Landlord will notify Tenant of its election to do one of the information required in following: (i) consent to the proposed Transfer Notice, subject to such reasonable conditions as Landlord may by written notice to Tenant elect to: impose in providing such consent; (aii) sublease itself the Transfer Space specified in the Transfer Noticerefuse such consent, for the term proposed, in the case of a proposed Sublease, which refusal shall be on reasonable grounds; or (b) take an Assignment of Tenant’s leasehold estate specified in the Transfer Notice in the case of a proposed Assignment, or (ciii) terminate this Lease as to the entire Transfer Space specified in the Transfer Notice, in the case of a proposed Assignment or Sublease for all or substantially all of the remaining Term, with a proportionate abatement in the rent payable hereunder. In the event Landlord elects to Sublease or take an Assignment from Tenant as described in Paragraphs (a) and (b) above, the rent payable by Landlord shall be the rent that would have been payable to Tenant under such proposed Transfer, with Landlord and Tenant sharing the Profits, if any, under such Sublease or Assignment to Landlord in the same manner as is set forth in Section 14.5. If Landlord elects to terminate this Lease as to the Transfer Space as described in Paragraph (c) above, then Landlord shall pay to Tenant, at the same times and in the same amounts, the share of Profits that Tenant would have received from a Transfer of such Transfer Space on the terms provided in the Transfer Notice. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above, the effective date of the Assignment or Sublease by Tenant to Landlord (or, if applicable, the termination of the Lease by Landlord) shall be the date specified by Tenant in the Transfer Notice, or if elected by Landlord, up to ninety (90) days thereafter. After any such election by Landlord, Landlord shall be entitled to re-lease or sub-sublease the Transfer Space in Landlord’s discretion. In the event Landlord elects any of the options set forth in Paragraphs (a), (b) and (c) above with respect to a portion of the Premises, (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises which is proposed to be sublet or assigned and use of any common facilities in the Premises, (ii) Landlord shall have the right to use such recapture that portion of the Premises for reletting by Landlord. Tenant agrees that it is reasonable for Landlord to deny consent to a proposed Transfer on any of the following grounds, which list is not exclusive: (a) The financial strength of the proposed Transferee is not comparable to that of Tenant at the time of execution of this Lease; (b) A proposed Transferee whose occupation of the Premises would cause a diminution in the reputation of the Complex or the other businesses located therein; (c) A proposed Transferee whose impact on the common facilities or the efficiency or effectiveness of any utility or telecommunication system serving the Building or the Complex or other tenants of the Complex would be adverse, disadvantageous or require improvements or changes in any utility or telecommunication capacity currently serving the Building or the Complex; (d) A proposed Transferee whose use presents any risk of violation of Article 16; (e) A proposed Transferee whose occupancy will require a variation in the terms of this Lease (e.g., a variation in the use clause) or which otherwise adversely affects any interest of Landlord; (f) The existence of any default by Tenant under any provision of this Lease; (g) A proposed Transferee who is or is likely to be, or whose business is or is likely to be, subject to Landlord’s election without the consent of compliance with additional laws or other governmental requirements beyond those to which Tenant or Tenant, and 's business is subject; or (iiih) Tenant shall reimburse Landlord for the reasonable cost of any demising wall necessary to separate the Transfer Space from the remainder of the Premises. If Tenant does not consummate a Transfer with respect to the Transfer Space within one hundred eighty (180) days after the Transfer Notice, Tenant shall, if Tenant continues to contemplate a The proposed Transfer, deliver or Landlord's consent thereto, would result in Landlord's breach of an existing agreement with a new Transfer Notice and Landlord shall again have the options set forth in this Section 14.3third party.