Common use of Landlord’s Recapture Right Clause in Contracts

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22Article 10, in the event that if Tenant contemplates a Transfer, then Tenant shall give Landlord written notice (the “Intention to Transfer Notice”) of such contemplated Transfer, which Intention to Transfer Notice (a) may also serve as the Transfer Notice required to be delivered by Tenant pursuant to Section 10.1 above, and (b) may be delivered by Tenant to Landlord under this Section 10.3 regardless of whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to the terms of this Paragraph 22.5 in order Section 10.3 to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of term set forth in the Lease TermIntention to Transfer Notice. Thereafter, Landlord shall have the option, in connection with such contemplated Transfer, by giving written notice to Tenant (the “Landlord’s Recapture Notice”) within thirty fifteen (3015) days after Landlord’s receipt of any the Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt Space for a period to commence on the Contemplated Effective Date and to continue until the last day of the term of the contemplated Transfer as set forth in the Intention to Transfer Notice (the “Recapture Notice to withdraw the Contemplated Transfer Space which triggered Term”), and during the Recapture Notice. Should the Contemplated Transfer Space be withdrawnTerm, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease shall terminate with respect to the Contemplated Transfer Space as Space; Notwithstanding the foregoing provisions of this Section 10.3 to the contrary: (i) the recapture right set forth herein shall only apply with respect to any proposed assignment of this Lease (other than to an Affiliate pursuant to Section 10.5 below) or any proposed sublease (other than to an Affiliate pursuant to Section 10.5 below), which sublease, when aggregated with all subleases then in effect to non-Affiliates, pertains to more than twenty-five percent (25%) of the Contemplated Effective DatePremises; and (ii) if Tenant notifies Landlord within ten (10) days after Tenant’s receipt of Landlord’s Recapture Notice that Tenant revokes Tenant’s Intention to Transfer Notice, such recapture and termination by Landlord in Landlord’s Recapture Notice shall be ineffective, but Tenant shall not be entitled to proceed with the contemplated Transfer which was the subject of Tenant’s original Intention to Transfer Notice, and Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect to any contemplated Transfer, as provided above in this Section 10.3. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereofforegoing provisions of this Section 10.3, (ii) if this Lease is terminated 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 (iii) this Lease Lease, as so amended amended, shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, manner to recapture the Contemplated Transfer Space under this Paragraph 22.5Section 10.3 within such fifteen (15) day period set forth hereinabove, then, subject provided Landlord has consented to the other terms of this Paragraph 22proposed Transfer, for a period of six (6) months (Tenant shall be entitled to proceed to transfer the “Six Month Period”) commencing on Contemplated Transfer Space to the last day of such thirty (30) day periodproposed Transferee, and Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made thereof consummated during the six (6) month period of time (the “Six Month Period”) which commences on the expiration of such fifteen (15) day period; provided provided, however, that any such Transfer shall be subject to all of the remaining other terms of this Paragraph 22Article 10. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect to any contemplated Transfer, as provided above in this Paragraph 22.5Section 10.3.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to to, (Aa) a Transfer sublease of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Termentire Premises, or (Bb) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space Premises for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty fifteen (3015) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer SpacePremises. Tenant shall have fifteen ten (1510) Business Days days after receipt of the Recapture Notice to withdraw the Contemplated Intention to Transfer Space Notice which triggered the Recapture Notice. Should the Contemplated Intention to Transfer Space Notice be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space Premises as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space Premises under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty fifteen (3015) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space Premises with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space the Premises consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22Article 7, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “"Intention to Transfer Notice”") of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to to, (Aa) a Transfer sublease of up to the entirety less than fifty percent (50%) of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) Premises for less than substantially the remainder of the Term, or (Bb) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “"Contemplated Transfer Space”"), the contemplated date of commencement of the Contemplated Transfer (the “"Contemplated Effective Date”"), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 Section 7.7 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “"Recapture Notice”") within thirty ten (3010) days Business Days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 Section 7.7 shall cancel and 37 terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5Section 7.7, then, subject to the other terms of this Paragraph 22Article 7, for a period of six (6) months (the “"Six Month Period”") commencing on the last day of such thirty ten (3010) day Business Days period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22Article 7. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Article 7. The provisions of this Section 7.7 shall not apply to a Permitted Transfer.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22Article 7, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to, (a) any sublease so long as (i) following such sublease, the Transferee together with all other prior Transferees (other than any Transferees pursuant to a Permitted Transfer) do not occupy more than fifty percent (A50%) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two Premises and (2ii) full floors) such sublease is for less than substantially the remainder of the Term, or (Bb) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 Section 7.7 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 Section 7.7 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord Landlord, at its cost, shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5Section 7.7, then, subject to the other terms of this Paragraph 22Article 7, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22Article 7. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Article 7.

Landlord’s Recapture Right. Notwithstanding anything Any assignment of this Lease or subtennancy shall be subject to Landlord’s Recapture Right (as defined below). If Tenant elects to transfer or assign this Lease, or to sublease any portion of the contrary contained in this Paragraph 22, in the event that Tenant contemplates a TransferPremises, Tenant shall give first provide Landlord with written notice (the “Intention to Transfer Assignment Notice”) of such contemplated Transfer (whether or not outlining the contemplated Transferee or the material terms of such contemplated Transfer have been determinedthe proposed transaction and designating the portion(s) of the Premises that will be affected (“Recapture Space”); provided, however, that . Landlord hereby acknowledges and agrees that Tenant shall have no obligation ten (10) business days following receipt of any Assignment Notice to deliver an Intention elect, in Landlord’s sole discretion, to Transfer Notice hereunderexercise Landlord’s recapture right “Recapture Right” with respect to the Recapture Space. If the Recapture Space is the entire Premises, and Landlord shall have no right elects to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”)exercise its Recapture Right, the contemplated Lease shall terminate on the date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt following the date of the Assignment Notice (“Recapture Date”). If the Recapture Space is less than the entire Premises, and Landlord elects to exercise its Recapture Rights,: (i) the Lease shall terminate with respect to the Recapture Space only on the Recapture Date; (ii) Tenant shall reimburse Landlord, as Additional Rent, for the cost of installing a demising wall between the Recapture Space and the remaining balance of the Premises; (iii) the Rent payable under this Lease shall be proportionately reduced based on the square footage of the Recapture Space; and (iv) Landlord and Tenant will enter into an amendment to the Lease properly evidencing the space reduction. If Landlord fails to exercise the Recapture Right within the required timeframe, the Lease shall not terminate with respect to the Recapture Space and Tenant shall be free to proceed with the proposed transaction, subject to the restrictions and requirements otherwise set forth in Paragraph 8(a), above. Landlord may lease the recaptured portion of the Premises to the proposed assignee or subtenant without liability to Tenant. Upon any Intention to Transfer Noticerecapture (or partial recapture) as provided under this Paragraph 8(d), to recapture the Contemplated Transfer Space. Landlord and Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice no further obligations or liabilities to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture each other under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space Recapture Space, except with respect to obligations or liabilities which accrue or have accrued as of the Contemplated Effective Date. In date of such termination or those obligations or liabilities which expressly survive the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms termination of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Lease.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in RIGHT OF RECAPTURE Despite any other provision of this Paragraph 22, in the event that Tenant contemplates a TransferLease, Tenant shall notify Landlord in writing (Availability Notice) if Tenant wishes to transfer the Premises or any portion thereof (Subject Space). If Tenant does not give Landlord notice (the “Intention to Availability Notice before delivering a Transfer Notice”) of such contemplated Transfer (whether or not , the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify also be the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Availability Notice. Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have has the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receiving any Availability Notice, to recapture the Subject Space as described in the next section. A timely Recapture Notice terminates this Lease as to the Subject Space and Tenant’s obligations regarding the remaining term of this Lease (or, at Landlord’s election, for a shorter period specified in the Availability Notice as the term of the Transfer) and as of the date specified in the Availability Notice. The Recapture Notice shall be void, however, if Tenant notifies Landlord, within thirty (30) days after receipt of any Intention to the Recapture Notice, that Tenant withdraws the Availability Notice or Transfer Notice, . If Landlord declines or fails timely to elect to recapture the Contemplated Transfer Subject Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any no further right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject under this section to the remaining terms of this Paragraph 22. If such a Subject Space unless it becomes available again after Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5by Tenant.

Landlord’s Recapture Right. Notwithstanding anything any provision herein to the contrary contained in contrary, but subject to the terms and provisions hereinbelow, whether or not Landlord’s consent is required therefor, Landlord shall have the right to terminate this Paragraph 22, Lease (in the event of a proposed assignment) or recapture that Tenant contemplates portion of the Premises to be subleased (in the event of a Transfer, Tenant shall give Landlord proposed sublease) by giving written notice (the “Intention to Transfer Notice”) of such contemplated Transfer election within forty-five (whether 45) days after written notice from Tenant advising Landlord of its desire to enter into an assignment or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space sublease with respect to this Lease or requesting Landlord’s consent thereto. If Landlord exercises its right to terminate this Lease pursuant to this Section 8.9, then such termination shall be effective as of the date which is sixty (A60) days after the date of Landlord’s election as if such date were the last day of the Term of this Lease. If Landlord exercises its recapture rights pursuant to this Section 8.9 in connection with a Transfer of up proposed sublease, this Lease shall be deemed amended to the entirety of two (2) full floors (except any such Transfer eliminate, for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or the proposed sublease premises from the Premises as of the date which is sixty (B60) a Permitted Transfer. The Intention days after the date of Landlord’s election to Transfer Notice recapture, and thereafter all Rent shall specify be appropriately prorated to reflect the portion of and amount of rentable square feet reduction of the Premises which as of said date. With respect to any such recapture, Tenant intends shall pay all costs reasonably necessary to Transfer (demise the “Contemplated Transfer Space”)recaptured space from the remaining Premises in a manner reasonably acceptable to Landlord. Notwithstanding the foregoing to the contrary, the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”)when, and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to the terms and provisions of this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. ThereafterSection 8.9, Landlord shall have the optionright to terminate this Lease or recapture space, Tenant shall have the right to request an advisory opinion from Landlord as to whether a proposed assignee or subtenant (collectively, a “Proposed Subtenant”) will be acceptable to Landlord, or whether Landlord will exercise its right to terminate this Lease or recapture the space proposed to be subleased. If Tenant shall submit to Landlord a request for an advisory opinion under the provisions of this Section 8.9, Landlord shall respond to Tenant in writing within a reasonable time as to whether the Proposed Subtenant (a) will be acceptable and Tenant shall receive Landlord’s consent for such assignment or subletting or (b) is not acceptable (and the reasons why the Proposed Subtenant is not acceptable, with reasonable specificity) in consequence of which Landlord intends to exercise its termination or recapture rights. After receiving Landlord’s response, Tenant shall have the right (but not the obligation), exercisable by giving written notice to Tenant Landlord given within ten (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (1510) Business Days after following Tenant’s receipt of such response from Landlord, to decline to go forward with the Recapture Notice proposed assignment or sublet, and in such case(s) Landlord will have no right to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease or recapture the space with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5applicable Proposed Subtenant.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereaftercontrary, Landlord shall have the right, to be exercised in writing within fifteen (15) days after receiving the completed Tenant's Application, to terminate this Lease in the case of an assignment of the Lease or to recapture the portion of the Premises subject to the proposed Transfer. Such termination or recapture shall be effective as of the date specified in Landlord's notice exercising such option, by giving written notice to Tenant (the “Recapture Notice”) within which effective date of termination or recapture shall not be less than thirty (30) nor more than ninety (90) days after following the receipt of any Intention such notice. Notwithstanding the foregoing, Landlord's recapture right shall not apply to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt subleases of the Recapture Notice to withdraw Premises (a) during the Contemplated Transfer Space which triggered first three (3) years of the Recapture Notice. Should Initial Term, provided no more than fifty percent (50%) of the Contemplated Transfer Space be withdrawnrentable area of the Premises is subleased at any one time during such period (or, if Tenant leases the entire Branxxx Xxxlding from Landlord, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate more than two (or suspend if not for the remainder 2) floors of the Lease TermPremises are subleased at any one time during such period) this Lease with respect to the Contemplated Transfer Space as and (b) at any time thereafter, provided no more than one-third (1/3) of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) the Rent reserved herein shall be prorated on the basis rentable area of the number of rentable square feet retained by Tenant Premises is subleased at any one time thereafter. If the area subleased exceeds those areas specified in proportion to the number of rentable square feet contained in the Premises; and clauses (iiia) 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 or (b) of the sameimmediately preceding sentence, Landlord may, at any time, terminate or recapture any and all spaces sublet. If Landlord declinesexercises any cancellation or recapture rights hereunder, or fails to elect Tenant and any subtenants shall surrender possession of the Premises on the date specified in a timely manner, to recapture such notice and in accordance with the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms provisions of this Paragraph 22, for a period Lease relating to surrender of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon Premises at the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Term.

Landlord’s Recapture Right. Notwithstanding anything If the Tenant fails to commence construction of the Hotel or any of the Residential Buildings within fifteen years following the Commencement Date, the Landlord shall have the right to recapture that portion of the Premises attributable to that component of the Private Facilities pursuant to this Section. Landlord shall exercise its recapture right by providing a six-month written notice to the contrary contained in this Paragraph 22, Tenant of its intent to recapture that portion of the Premises identified in the event that notice and allowing the Tenant contemplates to commence construction which shall be evidenced by the initiation of site work. If Tenant fails to commence construction within the six-month period, Landlord shall exercise its right of recapture by payment to the Tenant in the amount of $10,428,125 (as adjusted by CPI from the Commencement Date) for each of the components of the Private Facilities for which Landlord elects to recapture. Upon such election and payment (a) Landlord, at Landlord’s expense, shall engage a Transfer, Florida licensed professional land surveyor reasonably approved by Tenant shall give Landlord notice to depict and legally describe the portion of the Premises being recaptured by the City (the “Intention to Transfer NoticeRecapture Parcel”) in a survey meeting the Standards of such contemplated Transfer Practice for land surveying in the State of Florida, as amended; and (whether or not b) the contemplated Transferee or Parties shall amend this Lease to release the Recapture Parcel from the terms, conditions and provisions of this Lease pursuant to an amendment in a form mutually acceptable to Landlord and Tenant, consistent with the terms herein. Thereafter, Recapture Parcel shall be excluded from the Property, Premises, Improvements and Project for all purposes of such contemplated Transfer have been determined)this Lease; provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to so long as the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 Leasehold Interest remains in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have cause, suffer, or authorize the Recapture Parcel to be used in any right to recapture manner that materially diminishes the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms value of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Tenant’s Leasehold Interest.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer period of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after from receipt of any Intention Tenant’s Initial Notice within which to Transfer notify Tenant in writing that Landlord elects to terminate this Lease as to the space in the Leased Premises so affected as of the commencement date set forth in Tenant’s Initial Notice (which commencement date shall not be earlier than ninety days after the date Tenant’s Initial Notice is given) and only for the period specified by Tenant in its Initial Notice, in which event Tenant will be relieved of all further obligations hereunder as to recapture such space from and after such commencement date and for the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice period Landlord has not returned such recaptured space to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawnTenant, no recapture shall occur and Landlord and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder each pay one-half of the Lease Termcost of constructing any required demising walls and (unless Tenant’s Initial Notice specified that the internal stair openings not be filled in) this Lease with respect filling in internal stair openings necessary to separate Tenant’s remaining space from such recaptured space. If Tenant’s Initial Notice specified a range of commencement dates, durations, or spaces under Section 4.06(b), Landlord’s recapture right may specify any combination of terms that are within the Contemplated Transfer Space as permitted ranges or permitted combinations of terms specified in Tenant’s Initial Notice. (For example, if Tenant’s Initial Notice set forth the Contemplated Effective Date. In ranges of proposed commencement dates, durations, and spaces set forth at the event end of Section 4.06(b) above, Landlord’s notice of recapture notice could, among other combinations, specify a recapture by Landlord, (iof one floor commencing in nine months for a term of four years.) If Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant should fail to the terms hereof, (ii) the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by notify Tenant in proportion to the number of rentable square feet contained in the Premises; and (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected not have to exercise its recapture right under this Section 4.06(c) for the space in question. If Landlord terminates this Lease as to a portion of the Leased Premises for the period and other terms provided in this Section 4.06(c) above, Landlord and Tenant shall enter into a modification of this Lease (in a form satisfactory to both parties) so as to equitably reflect the recapture of such space. If Landlord exercises its recapture right under this Section 4.06(c), Landlord may relet the recaptured space to any right party (including any party identified by Tenant). If Landlord elects to recapture space under this Section 4.06(c) for a period that covers less than the Contemplated Transfer Space remainder of the Term of this Lease, in connection with respect the delivery of such space to Tenant at the end of such recapture period, Landlord shall (a) remove any improvements made to such space by or for its occupant during the recapture period to the extent the same are required to be removed pursuant to any Transfer made during the Six Month Period; provided however, that special restriction on alterations set forth in Tenant’s Initial Notice (and otherwise comply with any such Transfer shall be subject special restrictions as to the remaining terms condition of this Paragraph 22the space set forth in Tenant’s Initial Notice) and (b) remove any internal stairs installed by such occupant connecting the recaptured space to other space leased by such occupant. If such a Transfer is not so consummated within occupant holds over in such space after the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer end of such Contemplated Transfer Space consummated within recapture period, Landlord shall not be liable to Tenant for any delay in delivering such Six Month Period)recaptured space to Tenant, provided that Landlord shall use reasonable efforts (including legal process, if appropriate) to cause such space to be delivered to Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5free and clear of such occupant.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright (the “Recapture Right”), from time to time during the 5251 California Term, in Landlord’s sole and absolute discretion, to terminate this Lease as to any one or more of the Suites compromising the 5251 California Premises (the “Recapture Suite(s)”), as such Recapture Suite(s) are designated by giving Landlord in written notice notice(s) delivered to Tenant exercising such Recapture Right (each, a “Recapture Notice”), which termination shall be effective as of the date which is sixty (60) days after Landlord’s delivery of the applicable Recapture Notice to Tenant (the “Recapture NoticeDate”) within thirty (30) days after receipt ). Upon each exercise of any Intention to Transfer NoticeLandlord’s Recapture Right, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15vacate and surrender the Recapture Suite(s) Business Days after receipt designated by Landlord in the condition required by the provisions of Section 15.4 of the Lease no later than the Recapture Date, and the Lease shall be terminated with respect to such Recapture Suite(s) as of the Recapture Notice Date, subject to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder holdover provisions of Section 15.1 of the Lease Termif Tenant fails to vacate the Recapture Suite(s) this in the condition required by the Lease with respect on the Recapture Date. Subject to Tenant’s holdover rent obligations for its failure to timely surrender the Contemplated Transfer Space one or more of the Recapture Suite(s), as of the Contemplated Effective Recapture Date. In the event of a recapture by Landlord, : (i) Landlord Basic Rent for the 5251 California Premises preceding the Recapture Date shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture be reduced by Landlord pursuant an amount equal to the terms hereof, Floor Area of the Recapture Suite(s) (as such amounts are set forth in II.RECITALS) multiplied by $1.40 per rentable square foot; and (ii) the Rent reserved herein Tenant’s parking rights shall be prorated on reduced at a the basis rate of the number of 3.5 parking spaces per 1,000 rentable square feet retained by Tenant in proportion to of the number Floor Area of rentable square feet contained in the PremisesRecapture Suite(s); and (iii) Tenant’s Share of Operating Expenses shall be reduced to reflect the remaining Floor Area of the 5251 California Premises. Landlord and Tenant shall document any recapture of the Suites of the 5251 California Premises in an amendment to the Lease within 30 days following the Recapture Date. Landlord’s right to recapture one or more of the Suites during the 5251 California Term is part of the consideration for Landlord’s agreement to enter into this Lease as so amended shall continue thereafter in full force and effectAmendment, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord pay or reimburse Tenant for the cost of relocation or any bonus value associated with respect Tenant’s leasehold interest in the Recapture Suite(s) following the Recapture Date, nor any contemplated Transfer, as provided above other consideration whatsoever for its exercise of the Recapture Right. Landlord’s Recapture Right shall not modify or delay any earlier exercise by Tenant of its termination rights set forth in this Paragraph 22.5Section III.L below.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “"Intention to Transfer Notice”") of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to to, (Aa) a Transfer sublease of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Termentire Premises, or (Bb) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “"Contemplated Effective Date”"), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space Premises for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “"Recapture Notice”") within thirty fifteen (3015) days Business Days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possessionPremises. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space Premises as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space Premises under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “"Six Month Period”") commencing on the last day of such thirty fifteen (3015) day Business Day period, Landlord shall not have any right to recapture the Contemplated Transfer Space Premises with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space the Premises consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Landlord’s Recapture Right. Notwithstanding anything to the any contrary contained in provision of this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. ThereafterLease, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) 30 days after receipt of any Intention to Transfer Notice, to (a) recapture the Contemplated Transfer Space. Tenant shall have fifteen Subject Space or (15b) Business Days after receipt take an assignment or sublease of the Recapture Notice to withdraw the Contemplated Transfer Subject Space which triggered the Recapture Noticefrom Tenant. Should the Contemplated Transfer Space be withdrawn, no Such recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 notice shall cancel and terminate (this Lease, or suspend if not for create a sublease or assignment, as the remainder of the Lease Term) this Lease case may be, with respect to the Contemplated Transfer Subject Space as of the Contemplated Effective Datedate 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. In If this Lease is canceled with respect to less than the event of a recapture by Landlordentire Premises, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If the Subject Space is assigned or subleased by Tenant to Landlord, the rent for the Subject Space payable by Landlord to Tenant shall be the effective rent (taking into account all concessions made by Tenant to the Transferee) set forth in the Transfer Notice, and all other provisions of this Lease shall remain in full force and effect, and upon request of either party, the parties shall execute a written confirmation of the same. If Landlord declines, or fails to elect in a timely mannermanner to recapture, to recapture sublease or take an assignment of the Contemplated Transfer Subject Space under this Paragraph 22.5Section then, thenprovided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to the other terms provisions of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22Article. If such a Transfer is not so consummated within Landlord sublets the Six Month Period (or if a Transfer is so consummatedSubject Space from Tenant, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required it may sublet same to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5others without Tenant’s consent.

Landlord’s Recapture Right. Notwithstanding anything herein to the contrary contained in this Paragraph 22-------------------------- contrary, except as set forth in the event that Tenant contemplates a Transferlast sentence of this Section, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer any proposed assignment of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, this Lease or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet sublease of the Premises or any portion thereof which Tenant intends requires the consent of Landlord hereunder, other than an assignment to Transfer an entity described in Section 5.2 (the “Contemplated Transfer Space”i) or (ii), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Noticeright, to recapture the Contemplated Transfer Space. Tenant shall have be exercised in writing within fifteen (15) Business Days days after receipt written notice from Tenant seeking Landlord's consent to assign this Lease or sublease all or any portion of the Recapture Notice Premises, to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In (in the event of a proposed assignment) or recapture by Landlord, that portion of the Premises to be subleased (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result in the event of a recapture proposed sublease) by Landlord pursuant written notice thereof to the terms hereof, (ii) 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 (iii) 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 sameTenant. If Landlord declinesshall give notice of its election to terminate this Lease (or recapture a portion of the Premises, or fails in the event of a proposed sublease), then this Lease shall terminate sixty (60) days after the date of Landlord's termination notice or, in the case of a proposed sublease, this Lease shall be deemed amended to elect in a timely manner, eliminate the proposed sublease premises from the Premises and thereafter all Base Rent and Additional rent shall be appropriately prorated to recapture reflect the Contemplated Transfer Space under this Paragraph 22.5, then, subject to reduction of the other terms Premises as of the sixtieth (60th) day following the date of Landlord's notice thereof. The provisions of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord Section 5.5 shall not have any right to recapture the Contemplated Transfer Space with respect apply to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms proposed sublease of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration less than 40% of the term Premises, provided that the proposed sublease together with all other subleases of any Transfer portions of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above the Premises which require Landlord's consent do not comprise more than 40% of the rentable area of the Premises in this Paragraph 22.5the aggregate.

Landlord’s Recapture Right. Notwithstanding anything Prior to marketing this Lease for assignment (other than pursuant to a Permitted Transfer) or for sublease of more than the contrary contained in this Paragraph 22, in greater of 50,000 rentable square feet of the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether Premises or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors in the aggregate (except other than a Permitted Transfer or a Permitted Sublease Space, as hereinafter defined) for a term of more than five (5) years (including any extensions or renewals), Tenant shall give Landlord written notice (“Tenant’s Recapture Notice”) of such Transfer for rentable square footage that when combined intention along with the rentable square footage proposed effective date of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, such assignment or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”)sublease, the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), Affected Portion to be sublet and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Termsublease. Thereafter, Landlord shall have the right at its sole option, by giving written notice to Tenant (the “Recapture Notice”) be exercised within thirty (30) days after receipt of any Intention to Transfer NoticeTenant’s Recapture Notice (the “Acceptance Period”), to recapture the Contemplated Transfer Space. Tenant shall have fifteen terminate this Lease (15i) Business Days after receipt with respect to any sublease of more than 50,000 rentable square feet of the Recapture Notice to withdraw Premises in the Contemplated aggregate (other than a Permitted Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawnor a Permitted Sublease Space, no recapture shall occur as hereinafter defined) for a sublease term of more than five (5) years (including any extensions or renewals), and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Termii) this Lease with respect to the Contemplated Transfer Space entire Premises in the case of a proposed assignment, as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days after Landlord’s notice to Tenant; provided, however, that upon the Contemplated Effective Datetermination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, that Landlord shall not have exercise its termination rights as aforesaid, or shall fail to give any right or timely notice pursuant to recapture this Section the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided howeverprovisions of Sections 12.4, that any such Transfer 12.6 and 12.7 shall be subject applicable. This Section 12.3 shall not be applicable to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (an assignment or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required sublease pursuant to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Section 12.5 or Section 12.9.

Landlord’s Recapture Right. Notwithstanding anything herein to the contrary contained in this Paragraph 22contrary, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention addition to Transfer Notice”) of such contemplated Transfer (whether withholding or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space granting consent with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted proposed Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright, by giving written notice to Tenant (the “Recapture Notice”) be exercised in writing within thirty (30) days after receipt of any Intention to a Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In (in the event of a proposed assignment) or recapture by Landlordthat portion of the Premises to be subleased (in the event of a proposed sublease). In the case of a proposed assignment, this Lease shall terminate as of the date (the “Recapture Date”) which is the later of (i) Landlord shall installsixty (60) days after the date of Landlord’s election, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, and (ii) the Rent reserved herein shall be prorated on proposed effective date of such Transfer, as if such date were the basis last day of the number Term of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and (iii) 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 sameLease. If Landlord declinesexercises the rights under this Section 6.5 in connection with a proposed sublease, or fails this Lease shall be deemed amended to elect eliminate the proposed sublease premises from the Premises as of the Recapture Date, and thereafter all Basic Rent and Escalation Charges shall be appropriately prorated to reflect the reduction of the Premises as of the Recapture Date provided, however, that in the case of a proposed sublease of less than thirty percent (30%) of the Premises, Tenant shall have five (5) days following such exercise by Landlord of its rights under this Section 6.5 to give notice to Landlord rescinding its Transfer Notice, and if Tenant rescinds its Transfer Notice in a timely manner, Landlord’s recapture of the proposed sublease premises shall be deemed to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject have been rescinded as to the other terms of this Paragraph 22, for a period of six Transfer Notice in question (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall but not have any right to recapture the Contemplated Transfer Space with respect as to any subsequent Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month PeriodNotice), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Landlord’s Recapture Right. Notwithstanding anything Except with respect to the contrary contained in this Paragraph 22Permitted Transfers, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice at any time desires to assign this Lease or to sublet any portion of the Premises and if such sublease would cause more than fifty percent (the “Intention to Transfer Notice”50%) of such contemplated Transfer (whether the Premises to be subject to subleases for all or not the contemplated Transferee or the terms substantially all of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright, to be exercised by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer NoticeTenant’s notice requesting Landlord’s exercise or waiver of such right, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice space then proposed to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawnassigned or sublet as described in Tenant’s notice and such recapture notice shall, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall if given, cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space space therein described as of the Contemplated Effective Dateeffective date of such assignment or sublease as stated in Tenant’s notice, provided that Tenant may rescind its request within five (5) business days of receipt of Landlord’s notice in which event Landlord’s option to recapture the space shall not be operative. In the event of a recapture by LandlordTenant’s notice may be given prior to Tenant locating an assignee or subtenant. If Landlord fails to so notify Tenant with such 30-day period, (i) Landlord shall installbe deemed to have elected not to exercise such recapture right and Tenant may, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant after obtaining Landlord’s approval thereof to the terms hereofextent required in Section 20(B), enter into an assignment or sublease as specified in Tenant’s notice not later than nine (ii9) months after the Rent reserved herein giving of Tenant’s notice or, if Tenant fails to do so, such recapture right shall be prorated reinstated. If Tenant’s notice shall cover all of the Premises, and Landlord shall have exercised its foregoing recapture right, the Term of this Lease shall expire and end on the basis date stated in Tenant’s notice as fully and completely as if the date had been herein definitely fixed for the expiration of the number Term. If, however, this Lease shall be cancelled with respect to less than the entire Premises, Base Rent and Tenant’s Pro Rata Share shall be adjusted to reflect only those portions of rentable square feet the Premises retained by Tenant as described in proportion to the number of rentable square feet contained in the Premises; this Lease, and (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Landlord’s Recapture Right. Notwithstanding anything Except with respect to the contrary contained in this Paragraph 22Permitted Transfers, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice at any time desires to assign this Lease or to sublet any portion of the Premises and if such sublease would cause more than fifty percent (the “Intention to Transfer Notice”50%) of such contemplated Transfer (whether the Premises to be subject to subleases for all or not the contemplated Transferee or the terms substantially all of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright, to be exercised by giving written notice to Tenant within fifteen (the “Recapture Notice”15) within thirty (30) business days after receipt of any Intention to Transfer NoticeTenant’s notice requesting Landlord’s exercise or waiver of such right, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice space then proposed to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawnassigned or sublet as described in Tenant’s notice and such recapture notice shall, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall if given, cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space space therein described as of the Contemplated Effective Dateeffective date of such assignment or sublease as stated in Tenant’s notice. In the event of a recapture by LandlordTenant’s notice may be given prior to Tenant locating an assignee or subtenant. If Landlord fails to so notify Tenant within such 15 business-day period, (i) Landlord shall installbe deemed to have elected not to exercise such recapture right and Tenant may, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant after obtaining Landlord’s approval thereof to the terms hereofextent required in Section 20(B), enter into an assignment or sublease as specified in Tenant’s notice not later than nine (ii9) months after the Rent reserved herein giving of Tenant’s notice or, if Tenant fails to do so, such recapture right shall be prorated reinstated. If Tenant’s notice shall cover all of the Premises, and Landlord shall have exercised its foregoing recapture right, the Term of this Lease shall expire and end on the basis date stated in Tenant’s notice as fully and completely as if the date had been herein definitely fixed for the expiration of the number Term. If, however, this Lease shall be cancelled with respect to less than the entire Premises, Base Rent and Tenant’s Pro Rata Share shall be adjusted to reflect only those portions of rentable square feet the Premises retained by Tenant as described in proportion to the number of rentable square feet contained in the Premises; this Lease, and (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject Notwithstanding anything to the other terms contrary contained in this subsection E., if Landlord delivers written notice to Tenant exercising its right of this Paragraph 22recapture and Tenant delivers written notice to Landlord within five (5) business days after Tenant’s receipt of Landlord’s recapture notice withdrawing Tenant’s request for assignment or sublease, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to then Landlord’s recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer notice shall be subject to the remaining terms deemed null and void and of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (no further force or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5effect.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. ThereafterArticle 15, Landlord shall have the option, by giving written notice to Tenant (the “"Landlord's Recapture Notice”") within thirty twenty (3020) days after Landlord's receipt of any Intention a request for consent to Transfer Noticea proposed Transfer, to recapture terminate this Lease as to the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt portion of the Premises that is the subject of the proposed Transfer (hereinafter, the "Recapture Notice to withdraw the Contemplated Transfer Space which triggered Space"); provided that the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder consists of at least a full floor of the Lease Term) Building. If this Lease is so terminated with respect to less than the Contemplated Transfer Space as of entire Premises, the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) the Base Rent reserved herein and Tenant's Proportionate Share shall be prorated based on the basis of the number of rentable square feet retained by Tenant in proportion as compared to the total number of rentable square feet previously contained in the Premises; , and (iii) this Lease as so amended shall continue thereafter in full force and effect, and upon the request of either party, the parties shall execute written confirmation of the same. If Tenant shall reimburse Landlord declinesfor all commercially reasonable costs incurred by Landlord in connection with separately demising the Recapture Space separate and apart from the remainder of the Premises, including, without limitation, all ductwork, systems work, demising wall installation, encapsulation or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms capping off of this Paragraph 22, any internal stairwells and compliance with governmental requirements relating thereto ("Landlord's Recapture Costs"). Tenant shall reimburse Landlord for a period Landlord's Recapture Costs within three (3) business days following written demand therefor from Landlord. The effective date of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer termination shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above set forth in this Paragraph 22.5Landlord's Recapture Notice.

Landlord’s Recapture Right. Notwithstanding anything herein to the contrary contained contrary, in this Paragraph 22addition to withholding or granting consent with respect to any proposed Transfer, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice the Transfer request relates to fifty percent (50%) or more of the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not Premises for the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder balance of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright, by giving written notice to Tenant (the “Recapture Notice”) be exercised in writing within thirty (30) days after receipt of any Intention to a Transfer Notice, to recapture terminate this Lease (in the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt event of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not a proposed assignment for the remainder of the Lease Term) or terminate that portion of the Premises to be subleased (in the event ACTIVE/91437610.6 of a proposed sublease); provided, however, Tenant shall have the right to rescind any request for sublease consent if Landlord exercises its right to recapture in accordance with the terms and conditions of this Section 6.5, by providing written notice to Landlord within five (5) Business Days of Tenant’s receipt of Landlord’s notice of its intent to recapture such subleased portion of the Premises. In the case of a proposed assignment, this Lease shall terminate as of the date (the “Recapture Date”) which is the later of (a) sixty (60) days after receipt of Landlord’s written notice of such election, and (b)the proposed effective date of such Transfer, as if such date were the last day of the Term of this Lease. In either event, if requested by Tenant, Landlord shall provide not less than ninety (90) days from the Recapture Date to allow Tenant to vacate and surrender the Premises, including to comply with the requirements of Section 5.5. If Landlord exercises the rights under this Section 6.5 in connection with a proposed sublease, this Lease shall be deemed amended to eliminate the proposed sublease premises from the Premises as of the Recapture Date, and thereafter all Basic Rent and Expense Charges shall be appropriately prorated to reflect the reduction of the Premises as of the Recapture Date. If Landlord recaptures Tenant’s sublease space which is less than all of the Premises, as a condition to Landlord’s recapture, Landlord shall agree, at its cost, to separately demise the recapture space from the balance of the Premises and otherwise adjust all mechanical systems and utilities to provide the same level of service to the retained Premises as had existed prior to Landlord exercising its recapture right. In the event that Landlord exercises its termination right herein, Tenant shall be relieved and discharged from any further obligations under the Lease with respect to that portion of the Contemplated Transfer Space Premises terminated by Landlord (but not any obligations accruing prior to such termination date) as of the Contemplated Effective Date. In termination date or such later date as Tenant fully vacates and surrenders the event of a recapture by Landlord, (i) space to Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to in accordance with the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms conditions of this Paragraph 22Lease, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day periodincluding, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided howeverwithout limitation, that any such Transfer shall be subject to the remaining terms Section 5.5 of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Lease.

Landlord’s Recapture Right. Notwithstanding anything (a) Subject to the contrary contained Section 13.7 below, Tenant shall, prior to making an assignment of Tenant’s interest in this Paragraph 22, in Lease or offering or advertising either (i) fifty percent (50%) or more of the event that Tenant contemplates Premises or (ii) the entire second (2nd) floor of the Building for a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated or accepting an offer for a Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to either (Ai) a Transfer of up to the entirety of two fifty percent (250%) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet more of the Premises which Tenant intends to Transfer or (ii) the “Contemplated Transfer Space”), the contemplated date of commencement entire second (2nd) floor of the Contemplated Transfer (the “Contemplated Effective Date”)Building, and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving give a written notice to Tenant (the “Recapture Notice”) to Landlord which: (a) states that Tenant desires to make a Transfer with respect to either (i) fifty percent (50%) or more of the Premises or (ii) the entire second (2nd) floor of the Building, as applicable, (b) identifies the affected portion of the Premises (the “Recapture Premises”), or indicates that Tenant proposes to assign its interest in this Lease (for purposes of clarity, a Transfer to an Affiliated Entity or Successor as described in Section 13.7 below or a Transfer with respect to less than fifty percent (50%) of the Premises, provided such Transfer is not with respect to the entire second (2nd) floor of the Building, shall not require a Recapture Notice nor give Landlord any right to recapture the Premises (or any portion thereof)), and (c) offers to Landlord to terminate this Lease with respect to the Recapture Premises. Landlord shall have fifteen (15) business days within which to respond to the Recapture Notice. In the event Landlord fails to respond to such Recapture Notice within such fifteen (15) business day period, Landlord shall be deemed to have waived its right to recapture the Recapture Premises with respect to such particular Transfer. However, in the event Landlord elects to accept the offer set forth in the Recapture Notice, Landlord and Tenant shall enter into an amendment of this Lease documenting such recapture within thirty (30) days after receipt following Landlord’s exercise of any Intention to Transfer Notice, to such recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, thenright, subject to Section 13.2(c) below. For the other terms purposes of this Paragraph 22Section 13.2, for a period of six (6) months (the “Six Month Period”) commencing business days shall exclude those days occurring on the last day of such thirty (30) day period, Landlord shall not have or between December 23 and January 1 in any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5calendar year.

Landlord’s Recapture Right. Notwithstanding anything herein to the contrary contained contrary, in this Paragraph 22addition to withholding or granting consent with respect to any proposed Transfer, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice the Transfer request relates to fifty percent (50%) or more of the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not Premises for the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder balance of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the optionright, by giving written notice to Tenant (the “Recapture Notice”) be exercised in writing within thirty (30) days after receipt of any Intention to a Transfer Notice, to recapture terminate this Lease (in the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt event of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not a proposed assignment for the remainder of the Lease Term) or terminate that portion of the Premises to be subleased (in the event of a proposed sublease); provided, however, Tenant shall have the right to rescind any request for sublease consent if Landlord exercises its right to recapture in accordance with the terms and conditions of this Section 6.5, by providing written notice to Landlord within five (5) Business Days of Tenant’s receipt of Landlord’s notice of its intent to recapture such subleased portion of the Premises. In the case of a proposed assignment, this Lease shall terminate as of the date (the “Recapture Date”) which is the later of (a) sixty (60) days after receipt of Landlord’s written notice of such election, and (b) the proposed effective date of such Transfer, as if such date were the last day of the Term of this Lease. In either event, if requested by Tenant, Landlord shall provide not less than ninety (90) days from the Recapture Date to allow Tenant to vacate and surrender the Premises, including to comply with the requirements of Section 5.5. If Landlord exercises the rights under this Section 6.5 in connection with a proposed sublease, this Lease shall be deemed amended to eliminate the proposed sublease premises from the Premises as of the Recapture Date, and thereafter all Basic Rent and Expense Charges shall be appropriately prorated to reflect the reduction of the Premises as of the Recapture Date. If Landlord recaptures Tenant’s sublease space which is less than all of the Premises, as a condition to Landlord’s recapture, Landlord shall agree, at its cost, to separately demise the recapture space from the balance of the Premises and otherwise adjust all mechanical systems and utilities to provide the same level of service to the retained Premises as had existed prior to Landlord exercising its recapture right. In the event that Landlord exercises its termination right herein, Tenant shall be relieved and discharged from any further obligations under the Lease with respect to that portion of the Contemplated Transfer Space Premises terminated by Landlord (but not any obligations accruing prior to such termination date) as of the Contemplated Effective Date. In termination date or such later date as Tenant fully vacates and surrenders the event of a recapture by Landlord, (i) space to Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to in accordance with the terms hereof, (ii) 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 (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms conditions of this Paragraph 22Lease, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day periodincluding, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided howeverwithout limitation, that any such Transfer shall be subject to the remaining terms Section 5.5 of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5Lease.

Landlord’s Recapture Right. Notwithstanding anything herein to the contrary contained in this Paragraph 22contrary, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention addition to Transfer Notice”) of such contemplated Transfer (whether withholding or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space granting consent with respect to (A) any proposed assignment of this Lease or proposed sublease of all or a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder portion of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. ThereafterPremises, Landlord shall have the option, by giving written notice to Tenant right (the “"Recapture Right") to be exercised in writing (a "Recapture Notice”") within thirty (30) days after receipt written notice from Tenant seeking Landlord's consent to assign this Lease or sublease all or any portion of the Premises (a "Consent Request"), to terminate this Lease (in the event of a proposed assignment) or recapture that portion of the Premises to be subleased (in the event of a proposed sublease). In any Intention to Transfer case where Landlord shall give Tenant a Recapture Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen the right, exercisable by Tenant by written notice to Landlord (15a "Revocation Notice") within five (5) Business Days after Tenant's receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur rescind and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease revoke Tenant's Consent Request with respect to the Contemplated Transfer Space as of the Contemplated Effective Dateapplicable transaction. In the event Tenant shall give Landlord a Revocation Notice within the time and manner hereinabove set forth, time being of the essence, Tenant shall be deemed to have rescinded and revoked its Consent Request and Landlord's exercise of the Recapture Right with respect to the proposed transaction shall be deemed cancelled and Tenant shall not enter into nor effect the proposed assignment or subletting. In the case of a recapture by Landlord, (i) proposed assignment where Landlord shall installgive Tenant a Recapture Notice and Tenant shall not give Landlord a Revocation Notice within the time and manner provided hereunder, on a commercially reasonable basistime being of the essence, any corridor and/or demising wall this Lease shall terminate as of the date (the "Recapture Date") which is required as a result the later of a recapture by Landlord pursuant to (a) sixty (60) days after the terms hereofdate of Landlord' s election, and (iib) the Rent reserved herein shall be prorated on the basis proposed effective date of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and (iii) this Lease such assignment or sublease, 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on if such date were the last day of such thirty (30) day period, the Term of this Lease. If Landlord gives Tenant a Recapture Notice exercising Landlord's rights under this Section in connection with a proposed sublease and Tenant shall not have any right give Landlord a Revocation Notice within the time and manner herein provided, time being of the essence, this Lease shall be deemed amended to recapture eliminate the Contemplated Transfer Space proposed sublease premises from the Premises as of the Recapture Date, and thereafter all Basic Rent and Additional Rent and, provided that no Default of Tenant shall then exist and be continuing, the amount of the Security Deposit shall each be appropriately prorated to reflect the reduction of the Premises as of the Recapture Date (or, in the case of a proposed subletting of the entire Premises, this Lease shall expire on the Recapture Date as if such date were the last date of the Term of this Lease). In the event Landlord gives Tenant a Recapture Notice exercising Landlord's Recapture Right with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such only a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration portion of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period)Premises, Tenant shall again be required to submit a new Intention to Transfer Notice to responsible for all costs and expenses sustained by Landlord in connection with respect any contemplated Transferseparately demising the space which is the subject of the Recapture Right from the then remaining balance of the Premises (including, as provided above in this Paragraph 22.5without limitation, demising walls, means of access, utility services and HVAC separation).

Landlord’s Recapture Right. Notwithstanding anything It is agreed that in lieu of withholding or granting its consent to the contrary contained in this Paragraph 22any assignment or sublease hereunder Landlord may, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after of receipt of any Intention a request for consent from Tenant, cancel this Lease as to Transfer Noticethe entire Premises in the event of a request for consent to an assignment of this Lease or as to so much of the Premises as Tenant has proposed to sublease in the event of a request of Tenant to sublet. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, it shall give Tenant written notice of its election, which notice shall set forth a “termination date” which shall be not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of Tenant’s request to recapture the Contemplated Transfer Space. assign or sublet, and on that “termination date” Tenant shall have fifteen (15) Business Days after receipt surrender the Premises or portion thereof for which this Lease has been canceled, in accordance with the provisions of this Lease relating to the surrender of the Recapture Notice to withdraw Premises at the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (expiration or suspend if not for the remainder termination of the Lease Term. If the cancellation shall be as to a portion of the Premises only, then the Rent and Additional Rent shall be adjusted proportionately to reflect said cancellation. Notwithstanding the foregoing, Tenant may rescind its request for an assignment upon written notice to Landlord delivered within ten (10) days after Tenant’s receipt of notice from Landlord exercising Landlord’s option to cancel this Lease. Upon such rescission, Landlord’s exercise of its option to cancel this Lease on account of such request for assignment shall be of no further force or effect with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) 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 (iii) this Lease as so amended shall continue thereafter in full force and effect, and upon rescinded request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5assignment.

Landlord’s Recapture Right. Notwithstanding anything Tenant's assignment and -------------------------- sublease rights hereunder (and any other provision herein to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to (A) a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or (B) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”contrary), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 except in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafterconnection with Affiliated Transfers, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Noticeright, to recapture the Contemplated Transfer Space. Tenant shall have be exercised in writing within fifteen (15) Business Days after receipt written notice from Tenant advising Landlord of its intent to enter into an assignment of this Lease or a sublease (or subleases) of more than 20% of the Recapture Notice Building in the aggregate, or requesting Landlord's consent thereto, to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In (in the event of a proposed assignment) or recapture by Landlord, that portion of the Premises to be subleased (i) Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result in the event of a proposed sublease). If Landlord so exercises its right to terminate this Lease or recapture by Landlord pursuant (as to all or a portion of the terms hereofPremises), such termination or recapture (iias to all or a portion of the Premises) shall be effective as of the following date (the "Recapture Date"): the later of (a) the Rent reserved herein shall be prorated on the basis proposed effective date of the number of rentable square feet retained such assignment or sublease, as specified by Tenant in proportion its notice to Landlord (b) or, if Tenant specifies no such date, as of the number date which is sixty (60) days after the date of rentable square feet contained in Landlord's notice to Tenant exercising such right to terminate this Lease or recapture (as to all or any portion of the Premises; and (iii) 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. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on if such date were the last day of the Term of this Lease. With respect to any such thirty recapture, Tenant shall pay all costs reasonably necessary to demise the recaptured space from the remaining Premises in a manner reasonably acceptable to Landlord. If Landlord exercises the rights under this Section 7.6 in connection with a proposed sublease, this Lease shall be deemed amended to eliminate the proposed sublease premises from the Premises as of the Recapture Date, and thereafter all Rent shall be appropriately prorated (30based on Tenant's Share and the fractions of the Tax Year and Operating Year falling before and after the Recapture Date) day periodto reflect the reduction of the Premises as of the Recapture Date. With respect to the 20% threshold relating to subleases, the following is an example of its application: if Tenant has previously obtained Landlord's consent to a sublease of 15% of the Building and Tenant then requests consent to a sublease of an additional 10% of the Building, because the aggregate of the Building which would then be subleased would exceed 20%, Landlord shall may recapture the 10% which is proposed to be subleased. Similarly, if Landlord chooses not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided howeversame, that any such Transfer shall each future sublease would similarly be subject to recapture because the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.520% threshold has been exceeded.