Common use of Recapture of Premises Clause in Contracts

Recapture of Premises. Tenant's request of Landlord's consent to an assignment of this Lease or a subletting of all or any part of the Premises shall contain a written offer to Landlord to recapture the Premises (or the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the option, to be exercised within thirty (30) days following receipt of such offer, to accept the offer to recapture in accordance with this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date the option is exercised, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or sublease. If Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premises.

Recapture of Premises. Tenant's request The provisions of Landlordthis Section -------------- --------------------- 13.07 shall not apply to a sublease which, together with all then current subleases, results in Lessee subleasing less than 50% of the total floor space of Premises initially leased to Lessee under this Lease for less than the full balance of the term, but shall apply to all assignments, and to any sublease which, together with all other subleases then in effect, results in Lessee subleasing 50% or more of the total floor space of Premises initially leased to Lessee under this Lease for the full balance of the term. Any purported assignment of less than all of the Lease shall be deemed a sublease for purposes of this Lease. In the event Lessee requests Lessor's consent to an a proposed sublease or assignment pursuant to this Article XIII, then in lieu of this giving or denying such consent within the twenty (20) day period of time specified in Section 13.03 therefor, Lessor may instead elect to terminate the Lease or a subletting of all or any part with respect to the portion of the Premises shall contain a written offer Lessee has requested Lessor's consent to Landlord sublease, or in the event of an assignment then with respect to recapture the entire Premises (collectively, the "Recapture Space"). Such election shall be made, if at all, by written notice to Lessee thereof within said twenty (20) day period. Such termination shall be effective on the date such sublease would otherwise have been effective, or if no such date is specified in Lessee's request for Lessor's consent to such sublease, then on the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the option, to be exercised within date which is thirty (30) days following receipt after Lessor's election to terminate. From and after the date of such offertermination, to accept (i) the offer to recapture in accordance with this Section. If such offer is accepted by Landlord, Tenant Recapture Space shall execute an assignment no longer be deemed part of the Premises, (ii) the amount of rent payable and Lessee's share of common area expenses, insurance, and taxes under this Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having shall be reduced proportionately based on the right to sublease the portion proportionate reduction of square footage of the Premises affected resulting from such recapture, and (iii) Landlord at Landlord's sole cost shall erect a demising wall if there is no pre-existing demising wall segregating such Recapture Space from the balance of the Premises. If separate access to others without areas outside the Premises is not already available to the Recapture Space, then Lessee at no cost or liability to Lessor, shall make access from such outside areas available for any requirement and all occupants of obtaining Tenantthe Recapture Space through Lessee's consent thereforeremaining Premises as reasonably determined by Landlord. Except as hereafter providedLessor may, Tenant but shall not be relieved of its liability under this Lease. If Landlord exercises its option obligated to, lease the Recapture Space to recapture and any entity to whom Lessee requested Lessor's consent to sublease or assign the assignment or sublease from Tenant provides for a rental rate equal to same, at the rental rate in effect as of the date the option is exercisedsame rent, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or sublease. If Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premiseshigher or lower rent, as was proposed by Lessee in connection with its proposed sublease or assignment.

Recapture of Premises. Tenant's request of Landlord's consent to If Tenant proposes either (i) an assignment of this Lease assignment, Sublease or a subletting of all or any part other Transfer of the Premises entire Premises, or (ii) a Sublease of any portion (but less than all) of the Premises, then Landlord shall contain a written offer to Landlord to recapture have the Premises additional option, at its sole election, either (or the portion thereof proposed to be sublet, A) in the case of a subletting)proposed assignment, at Sublease or other Transfer of the lesser of (i) the then current rental entire Premises, to terminate this Lease in effect under this Lease; its entirety, or (iiB) in the rental Tenant proposes to obtain as case of a result proposed Sublease of a portion (but less than all) of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the optionPremises, to terminate this Lease as to the portion of the Premises proposed to be exercised so Subleased. If Landlord elects in a written notice given to Tenant within thirty (30) days following after receipt of such offer, written notice from Tenant to accept the offer terminate this Lease in whole or in part pursuant to recapture in accordance with this Section. If such offer is accepted , then this Lease shall so terminate in whole or in part (as so elected by Landlord, Tenant shall execute an assignment of ) on the Lease or a sublease to date specified by Landlord in a form acceptable such written notice to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the (which date the option is exercised, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or sublease. If Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within less than thirty (30) days from after the date of Tenant's request at a rental rate equal such notice), and all of the provisions of this Lease applicable to the rental rate specified expiration of the Term shall apply to such space. If Landlord notifies Tenant in the request. In the event Tenant writing within such 30-day period that Landlord elects not to exercise its termination right pursuant to this Section, or if Landlord fails to execute and deliver any assignment or sublease provide written notice to Tenant within thirty such 30-day period that it elects to exercise its termination right pursuant to this Section (30) days from the date which shall be deemed a waiver by Landlord of Tenant's requestits right to terminate pursuant to this Section), then Tenant shall again then comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or Article applicable to a Transfer. Landlord shall have the right to separate any portion of the PremisesPremises recaptured pursuant to this Section 12.04 from the remainder of the Premises by constructing demising walls and other improvements necessary to convert the applicable portion of the Premises and Building to multi-tenant use at Landlord’s sole cost and expense.

Recapture of Premises. Tenant's request of Landlord's consent In the event Tenant proposes to enter into a Transfer, other than a Transfer with to an assignment Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to more than forty nine percent (49%) of this Lease or a subletting of all or any part the rentable square feet of the Premises shall contain a written offer to Landlord to recapture (the Premises (or “Subject Space”) and is for the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the entire then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result remaining balance of the assignment Term, or subleasesubstantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the “Availability Notice”) if Tenant wishes to Transfer the Subject Space. Upon receipt of such written offer, Landlord shall have the option, by written notice to be exercised Tenant (the “Recapture Notice”) within thirty ten (3010) days following receipt of such offerafter receiving any Availability Notice, to accept recapture the offer to recapture in accordance with Subject Space as described below. A timely Recapture Notice terminates this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date sixty (60) days after Landlord delivers the option is exercisedRecapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this Section 13.06 to the Subject Space unless Tenant fails to Transfer the Subject Space within one hundred fifty (150) days after Landlord receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord recaptures the Subject Space, the original Base Rent under the Lease shall be released multiplied by a fraction, the numerator of all further liability under this Lease as which is the square feet of the effective date of the assignment or sublease with respect to that portion Rentable Area of the Premises subject retained by Tenant after Landlord’s recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord’s recapture. The Additional Rent, to the assignment or sublease. If Landlord does not exercise its option extent that it is calculated on the basis of the square feet of Rentable Area within the time herein specified and consents in writing Premises, shall be reduced to reflect Tenant's request ’s proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture. Notwithstanding the foregoing, Landlord’s right to assign or sublease, Tenant shall, in recapture the Premises pursuant to this Section 13.06 shall not apply to a form acceptable to Transfer during the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty initial five (305) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions year term of this Section before assigning this Lease or subletting all or any portion of the PremisesLease.

Recapture of Premises. Tenant's request of Landlord's consent to an assignment of this Lease If Tenant abandons or a subletting of all or any part of vacates the Premises shall contain a written offer or fails to Landlord to recapture continuously operate in the Premises (or the portion thereof proposed to be sublet, in the case for a period of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer30 consecutive days, Landlord shall have the optionright to market the Premises for lease, and upon obtaining a tenant for the Premises, recapture the Premises and terminate this Lease as to be exercised within thirty (30) days the Premises by written notice to Tenant. If Landlord terminates this Lease, Tenant, on a monthly basis following receipt of any invoice from Landlord, shall pay Landlord an amount equal to the difference between the Rent that was payable under this Lease for the Premises through the remainder of the Term that was in effect immediately prior to termination (including any exercised renewal options but excluding any unexercised renewal options) and the rent actually received by Landlord for the remainder of such offerTerm from any third party tenant of the Premises. In addition, to accept Tenant, within 30 days after receipt of demand from Landlord, shall reimburse Landlord for all of Landlord’s reasonable costs of reletting the offer Premises. If Landlord elects to recapture in accordance with this Section. If such offer is accepted by Landlordthe Premises and terminate the Lease as to the Premises, Tenant shall execute an assignment remove all personal property (and any improvements that Tenant is required to remove pursuant to the provisions of this Lease) from the Premises within 15 days of Landlord’s election, failing which Landlord shall have the right (in addition to Landlord’s other rights under this Lease or a sublease Laws), but not the obligation, to: (a) provide for the storage of such property at Tenant’s expense, or (b) take title to such property, which title shall pass to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date the option is exercised, Tenant shall be released of all further liability under this Lease as a bill of the effective date of the assignment sale, without additional payments or sublease with respect to that portion of the Premises subject to the assignment or sublease. If credit from Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premises.

Recapture of Premises. Tenant's request In the event Tenant proposes to enter into a Transfer (other than a Transfer with an Affiliate Transferee), which Transfer, when taken together with all previous transfers, relates to more than forty nine percent (49%) of Landlord's consent to an assignment of this Lease or a subletting of all or any part the rentable square feet of the Premises shall contain a written offer to Landlord to recapture (the Premises (or "Subject Space") and is for the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the entire then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result remaining balance of the assignment Term, or subleasesubstantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the "Availability Notice") if Tenant wishes to Transfer the Subject Space. Upon receipt of such written offer, Landlord shall have the option, by written notice to be exercised Tenant (the "Recapture Notice") within thirty ten (3010) days following receipt of such offerafter receiving any Availability Notice, to accept recapture the offer to recapture in accordance with Subject Space as described below. A timely Recapture Notice terminates this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment Lease and Tenant's obligations regarding the Subject Space for the remaining term of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date sixty (60) days after Landlord delivers the option is exercisedRecapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this Section 13.06 to the Subject Space unless Tenant fails to Transfer the Subject Space within one hundred fifty (150) days after Landlord receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord recaptures the Subject Space, the original Base Rent under the Lease shall be released multiplied by a fraction, the numerator of all further liability under this Lease as which is the square feet of the effective date of the assignment or sublease with respect to that portion Rentable Area of the Premises subject retained by Tenant after Landlord's recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord's recapture. The Additional Rent, to the assignment or sublease. If Landlord does not exercise its option extent that it is calculated on the basis of the square feet of Rentable Area within the time herein specified and consents in writing Premises, shall be reduced to reflect Tenant's request to assign or sublease, Tenant shall, in a form acceptable to proportionate share based upon the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date square feet of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion Rentable Area of the PremisesPremises retained by Tenant after Landlord's recapture.

Recapture of Premises. Tenant's request of Landlord's consent In the event Tenant proposes to enter into a Transfer, other than a Transfer with to an assignment Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to more than forty nine percent (49%) of this Lease or a subletting of all or any part the rentable square feet of the Premises shall contain a written offer to Landlord to recapture (the Premises (or "Subject Space") and is for the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the entire then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result remaining balance of the assignment Term, or subleasesubstantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the "Availability Notice") if Tenant wishes to Transfer the Subject Space. Upon receipt of such written offer, Landlord shall have the option, by written notice to be exercised Tenant (the "Recapture Notice") within thirty ten (3010) days following receipt of such offerafter receiving any Availability Notice, to accept recapture the offer to recapture in accordance with Subject Space as described below. A timely Recapture Notice terminates this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment Lease and Tenant's obligations regarding the Subject Space for the remaining term of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date sixty (60) days after Landlord delivers the option is exercisedRecapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this Section 13.06 to the Subject Space unless Tenant fails to Transfer the Subject Space within one hundred fifty (150) days after Landlord receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord recaptures the Subject Space, the original Base Rent under the Lease shall be released multiplied by a fraction, the numerator of all further liability under this Lease as which is the square feet of the effective date of the assignment or sublease with respect to that portion Rentable Area of the Premises subject retained by Tenant after Landlord's recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord's recapture. The Additional Rent, to the assignment or sublease. If Landlord does not exercise its option extent that it is calculated on the basis of the square feet of Rentable Area within the time herein specified and consents in writing Premises, shall be reduced to reflect Tenant's request proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord's recapture. Notwithstanding the foregoing, Landlord's right to assign or sublease, Tenant shall, in recapture the Premises pursuant to this Section 13.06 shall not apply to a form acceptable to Transfer during the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty initial five (305) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions year term of this Section before assigning this Lease or subletting all or any portion of the PremisesLease.

Recapture of Premises. Tenant's request of Landlord's consent In the event Tenant proposes to an assignment of assign its interest in this Lease or a subletting of all or any part sublet more than fifty percent (50%) of the Premises Premises, it shall contain a written offer first give notice thereof (the “Assignment/Subletting Notice”) to Landlord together with all other information requested by Landlord with respect to the subject assignment or subletting. Within twenty-one (21) days after Landlord’s receipt of an Assignment/Subletting Notice and such required and/or requested information from Tenant, and provided that the subject assignment or sublease is not one permitted without the prior consent of Landlord, Landlord may elect by notice (the “Recapture Termination Notice”) in writing to Tenant to terminate this Lease and recapture the Premises Premises, in which event this Lease shall automatically terminate on the ninetieth (or 90th) day (the portion thereof proposed “Termination Date”) following Tenant’s receipt of the Termination Notice with the same force and effect as if said Termination Date had been designated as the expiration date of this Lease, and Landlord and Tenant shall upon such Termination Date be released from any and all liabilities thereafter accruing hereunder. All Minimum Rent and Additional Rent payable by Tenant hereunder shall be apportioned as of the Termination Date and Tenant shall promptly pay to Landlord any amounts so determined to be subletdue and owing by Tenant to Landlord, in and conversely Landlord shall promptly reimburse Tenant for any amounts prepaid by Tenant for periods subsequent to the case of a subletting)Termination Date. Notwithstanding any Termination Notice given to Tenant by Landlord within the aforesaid twenty-one (21) day period, at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the option, to be exercised right within thirty ten (3010) days following after its receipt of such offer, the Termination Notice to accept give Landlord notice (the offer to recapture in accordance with this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment “Rescission Notice”) of its rescission of the Lease or a sublease to Landlord in a form acceptable to Assignment/Subletting Notice, and upon Landlord, with Landlord having the right to sublease the portion ’s receipt of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter providedRescission Notice the Termination Notice previously given by Landlord shall be deemed null and void; in such event, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date the option is exercised, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or sublease. If Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all sublet the Premises as proposed in its Assignment/Subletting Notice. The above recapture rights shall not apply to an assignment or any portion of the Premisessublet permitted under Section 12.1(b) above.

Recapture of Premises. Tenant's request The provisions of Landlord's this Section 13.07 shall not apply to a sublease which, together with all prior subleases, results in Lessee subleasing less than 50% of the total floor space of Premises initially leased to Lessee under this Lease for less than the full balance of the term, but shall apply to all assignments, and to any sublease which, together with all other subleases then in effect, results in Lessee subleasing 50% or more of the total floor space of Premises initially leased to Lessee under this Lease for the full balance of the term. Any purported assignment of less than all of the Lease shall be deemed a sublease for purposes of this Lease. In the event Lessee requests Lessor’s consent to an a proposed sublease or assignment pursuant to this Article XIII, then in lieu of this giving or denying such consent within the twenty (20) day period of time specified in Section 13.03 therefor, Lessor may instead elect to terminate the Lease or a subletting of all or any part with respect to the portion of the Premises shall contain a written offer Lessee has requested Lessor’s consent to Landlord sublease, or in the event of an assignment then with respect to recapture the entire Premises (collectively, the “Recapture Space”). Such election shall be made, if at all, by written notice to Lessee thereof within said twenty (20) day period. Such termination shall be effective on the date such sublease would otherwise have been effective, or if no such date is specified in Lessee’s request for Lessor’s consent to such sublease, then on the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the option, to be exercised within date which is thirty (30) days following receipt after Lessor’s election to terminate. From and after the date of such offertermination, to accept (i) the offer to recapture in accordance with this Section. If such offer is accepted by Landlord, Tenant Recapture Space shall execute an assignment no longer be deemed part of the Premises, (ii) the amount of rent payable and Lessee’s share of common area expenses, insurance, and taxes under this Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having shall be reduced proportionately based on the right to sublease the portion proportionate reduction of square footage of the Premises affected resulting from such recapture, and (iii) Landlord at Landlord’s sole cost shall erect a demising wall if there is no pre-existing demising wall segregating such Recapture Space from the balance of the Premises. If separate access to others without areas outside the Premises is not already available to the Recapture Space, then Lessee at no cost or liability to Lessor, shall make access from such outside areas available for any requirement and all occupants of obtaining Tenant's consent thereforethe Recapture Space through Lessee’s remaining Premises as reasonably determined by Landlord. Except as hereafter providedLessor may, Tenant but shall not be relieved of its liability under this Lease. If Landlord exercises its option obligated to, lease the Recapture Space to recapture and any entity to whom Lessee requested Lessor’s consent to sublease or assign the assignment or sublease from Tenant provides for a rental rate equal to same, at the rental rate in effect as of the date the option is exercisedsame rent, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or sublease. If Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premiseshigher or lower rent, as was proposed by Lessee in connection with its proposed sublease or assignment.

Recapture of Premises. Tenant's request of Landlord's consent Excepting transactions covered under Section 9.01 B., any proposal by Lessee either to an assignment of (a) assign this Lease or a subletting of all any interest in it or (b) sublet any part more than 33% of the Premises floor area of the Premises, shall contain a written constitute, without further action being required, Lessee's implied offer to Landlord Lessor to recapture the Premises either this Lease (or the portion thereof proposed to be sublet, in the case of a any assignment or mortgaging) or the portion of Premises proposed to be sublet (in the case of any subletting), at the lesser of . Within fourteen (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, Landlord shall have the option, to be exercised within thirty (3014) days following receipt by Lessor of such offer, to accept the offer to recapture in accordance with this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment all of the Lease or documentation, information and funds required to be submitted by Lessee under Section 9.01, Lessor shall notify Lessee whether Lessor will recapture. In the case of recapture based upon a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the proposed assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date the option is exercisedmortgaging, Tenant this Lease shall terminate and Lessee shall be released of all further from liability under this Lease accruing after the effective recapture date. In the case of a recapture based upon a proposed subletting, then and as of the effective date of the assignment or sublease with respect to recapture date, that portion of the Premises subject being recaptured and Lessee's obligations therefor accruing thereafter shall be deemed excluded from and no longer an obligation of Lessee under the Lease, and Rent for the Premises remaining after the recapture shall be reduced proportionately to a sum equal to the assignment or subleasesaid Rent immediately prior to recapture multiplied by a fraction, the numerator of which is the rentable area of the Premises immediately prior to recapture minus the rentable area of that portion recaptured, and the denominator of which is the rentable area of the Premises immediately prior to recapture. Lessee agrees to execute promptly any modifications to this Lease resulting therefrom. If Landlord Lessor does not exercise its option to recapture within the time herein specified and fourteen (14) day period, Lessee may, provided Lessor consents thereto in writing pursuant to Tenant's request Section 9.01, consummate the assignment or subletting but ONLY as submitted to assign or subleaseLessor, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request and within thirty ninety (3090) days from the date of TenantLessee's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premisessubmittal.

Recapture of Premises. Tenant's request of Landlord's consent In the event Tenant proposes to enter into a Transfer other than a Transfer to an assignment Affiliate Transferee, which Transfer, when taken together with all previous transfers, relates to more than fifty percent (50%) of this Lease or a subletting of all or any part the rentable square feet of the Premises shall contain a written offer to Landlord to recapture (the Premises (or “Subject Space”) and is for the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the entire then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result remaining balance of the assignment Term, or subleasesubstantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the “Availability Notice”) if Tenant wishes to Transfer the Subject Space. Upon receipt of such written offer, Landlord shall have the option, by written notice to be exercised Tenant (the “Recapture Notice”) within thirty ten (3010) days following receipt of such offerafter receiving any Availability Notice, to accept recapture the offer to recapture in accordance with Subject Space as described below. A timely Recapture Notice terminates this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date sixty (60) days after Landlord delivers the option is exercisedRecapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this Section 13.06 to the Subject Space unless Tenant fails to Transfer the Subject Space within one hundred fifty (150) days after Landlord receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord recaptures the Subject Space, the original Base Rent under the Lease shall be released multiplied by a fraction, the numerator of all further liability under this Lease as which is the square feet of the effective date of the assignment or sublease with respect to that portion Rentable Area of the Premises subject retained by Tenant after Landlord’s recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord’s recapture. The Additional Rent, to the assignment or sublease. If Landlord does not exercise its option extent that it is calculated on the basis of the square feet of Rentable Area within the time herein specified and consents in writing Premises, shall be reduced to reflect Tenant's request to assign or sublease, Tenant shall, in a form acceptable to ’s proportionate share based upon the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date square feet of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion Rentable Area of the Premises.Premises retained by Tenant after Landlord’s recapture. Verus Lease v06 -30- February 2, 2005 (8:51 pm)

Recapture of Premises. Tenant's request of Landlord's consent to an assignment of this Lease or If at any time during the Term, --------------------- Tenant shall have received a subletting of all or any part bona fide offer from a prospective sub-tenant of the Premises with respect to proposed occupancy as sub-tenant of FIFTY PERCENT (50%) more of the original Premises, Tenant shall contain furnish a written copy of such offer to Landlord Landlord. In addition to recapture the Premises (or right to exercise reasonable consent with respect to the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offer, sub-tenancy Landlord shall have the optionright, by written notice given to be exercised Tenant within thirty ten (3010) days following of Landlord's receipt of the copy of such offer, to agree to accept the offer proposed sub-tenant as a direct tenant of Landlord. In the event that (i) Landlord shall have given timely notice as aforesaid to recapture in accordance with this Section. If Tenant, (ii) Landlord and the prospective sub-tenant shall have entered into a written agreement for direct tenancy by such offer is accepted by Landlordsub-tenant, Tenant and (iii) such sub-tenant shall execute an assignment have entered into occupancy of the Lease or a sublease to Landlord in a form acceptable Premises and commenced direct payment of rent to Landlord, with then automatically upon the occurrence of all three such events, Landlord having and Tenant hereunder shall be and become released from any further obligation under the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter providedLease, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Lease between Landlord and Tenant provides for a hereunder shall be deemed terminated and of no further force and effect (rental rate equal to the rental rate in effect be adjusted as of the date of termination). If Landlord shall not have given notice to Tenant within the option said ten (10) day period, Landlord shall be deemed to have waived its right to effect a direct tenancy with the proposed sub-tenant. It is exercised, Tenant understood and agreed that neither party hereto shall be released of all further liability under this Lease from its obligations to the other party unless and until Landlord shall have entered into an agreement in writing as of aforesaid with the effective date of the assignment or sublease with respect to that portion proposed sub-tenant and such sub-tenant shall have entered into occupancy of the Premises subject and commenced direct payment of rent to Landlord. Unless and until the assignment or sublease. If said events shall have occurred by virtue of which Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all have been released from their obligations under the provisions Lease, the Lease shall remain in full force and conditions of this Section before assigning this Lease or subletting all or any portion of the Premiseseffect and shall continue to be binding upon Landlord and Tenant.

Recapture of Premises. Tenant's request If at any time during the Term, Tenant shall have received a bona fide offer from a prospective sub-tenant of Landlord's consent the Premises with respect to an assignment of this Lease or a subletting proposed occupancy as sub-tenant of all or any part a portion of the Premises Premises, Tenant shall contain furnish a written copy of such offer to Landlord Landlord. In addition to recapture the Premises (or right to exercise reasonable consent with respect to the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offersub-tenancy, Landlord shall have the optionright, by written notice given to be exercised Tenant within thirty ten (3010) days following of Landlord's receipt of the copy of such offer, to agree to accept the offer proposed sub-tenant as a direct tenant of Landlord. In the event that (I) Landlord shall have given timely notice as aforesaid to recapture in accordance with this Section. If Tenant, (ii) Landlord and the prospective sub-tenant shall have entered into a written agreement for direct tenancy by such offer is accepted by Landlord, Tenant sub-tenant and (iii) such sub-tenant shall execute an assignment have entered into occupancy of the Lease or a sublease to Landlord in a form acceptable Premises and commenced direct payment of rent to Landlord, with then automatically upon the occurrence of all three such events, Landlord having and Tenant hereunder shall be and become released from any further obligation under the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except Lease as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date the option is exercised, Tenant shall be released of all further liability under this Lease as of the effective date of the assignment or sublease with respect to that portion of the Premises subject to the assignment or subleasesublet (if the sublet is for less than the entire Premises), and the Lease between Landlord and Tenant hereunder shall be deemed terminated and of no further force and effect (rental to be adjusted a of the date of termination) as to space. If Landlord does shall not exercise its option have given notice to Tenant within the time herein specified said ten (10) day period, Landlord shall be deemed to have waived is right to effect a direct tenancy with the proposed sub-tenant. It is understood and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable agreed that neither party hereto shall be released from its obligations to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute other party unless and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion of the Premises.until

Recapture of Premises. Tenant's request of Landlord's consent In the event Tenant proposes to enter into a Transfer other than a Transfer to an assignment Affiliate Transferee, which Transfer, when taken together with all previous transfers, relates to more than fifty percent (50%) of this Lease or a subletting of all or any part the rentable square feet of the Premises shall contain a written offer to Landlord to recapture (the Premises (or “Subject Space”) and is for the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the entire then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result remaining balance of the assignment Term, or subleasesubstantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the “Availability Notice”) if Tenant wishes to Transfer the Subject Space. Upon receipt of such written offer, Landlord shall have the option, by written notice to be exercised Tenant (the “Recapture Notice”) within thirty ten (3010) days following receipt of such offerafter receiving any Availability Notice, to accept recapture the offer to recapture in accordance with Subject Space as described below. A timely Recapture Notice terminates this Section. If such offer is accepted by Landlord, Tenant shall execute an assignment Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease or a sublease to Landlord in a form acceptable to Landlord, with Landlord having the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter provided, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Tenant provides for a rental rate equal to the rental rate in effect as of the date sixty (60) days after Landlord delivers the option is exercisedRecapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right under this Section 13.06 to the Subject Space unless Tenant fails to Transfer the Subject Space within one hundred fifty (150) days after Landlord receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord recaptures the Subject Space, the original Base Rent under the Lease shall be released multiplied by a fraction, the numerator of all further liability under this Lease as which is the square feet of the effective date of the assignment or sublease with respect to that portion Rentable Area of the Premises subject retained by Tenant after Landlord’s recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord’s recapture. The Additional Rent, to the assignment or sublease. If Landlord does not exercise its option extent that it is calculated on the basis of the square feet of Rentable Area within the time herein specified and consents in writing Premises, shall be reduced to reflect Tenant's request to assign or sublease, Tenant shall, in a form acceptable to ’s proportionate share based upon the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date square feet of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease or subletting all or any portion Rentable Area of the Premises.Premises retained by Tenant after Landlord’s recapture. Verus Lease v06 -30- February 2, 2005 (8:51 pm) 14. HAZARDOUS MATERIALS

Recapture of Premises. Tenant's request If at any time during the Term, --------------------- Tenant shall have received a bona fide offer from a prospective sub-tenant of Landlord's consent the Premises with respect to an assignment of this Lease or a subletting proposed occupancy as sub-tenant of all or any part a portion of the Premises Premises, Tenant shall contain furnish a written copy of such offer to Landlord Landlord. In addition to recapture the Premises (or right to exercise reasonable consent with respect to the portion thereof proposed to be sublet, in the case of a subletting), at the lesser of (i) the then current rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain as a result of the assignment or sublease. Upon receipt of such written offersub-tenancy, Landlord shall have the optionright, by written notice given to be exercised Tenant within thirty ten (3010) days following of Landlord's receipt of the copy of such offer, to agree to accept the offer proposed sub-tenant as a direct tenant of Landlord. In the event that (I) Landlord shall have given timely notice as aforesaid to recapture in accordance with this Section. If Tenant, (ii) Landlord and the prospective sub-tenant shall have entered into a written agreement for direct tenancy by such offer is accepted by Landlordsub-tenant, Tenant and (iii) such sub-tenant shall execute an assignment have entered into occupancy of the Lease or a sublease to Landlord in a form acceptable Premises and commenced direct payment of rent to Landlord, with then automatically upon the occurrence of all three such events, Landlord having and Tenant hereunder shall be and become released from any further obligation under the right to sublease the portion of the Premises affected to others without any requirement of obtaining Tenant's consent therefore. Except as hereafter providedLease, Tenant shall not be relieved of its liability under this Lease. If Landlord exercises its option to recapture and the assignment or sublease from Lease between Landlord and Tenant provides for a hereunder shall be deemed terminated and of no further force and effect (rental rate equal to the rental rate in effect be adjusted as of the date of termination). If Landlord shall not have given notice to Tenant within the option said ten (10) day period, Landlord shall be deemed to have waived its right to effect a direct tenancy with the proposed sub-tenant. It is exercised, Tenant understood and agreed that neither party hereto shall be released of all further liability under this Lease from its obligations to the other party unless and until Landlord shall have entered into the agreement in writing as of aforesaid with the effective date of the assignment or sublease with respect to that portion proposed sub-tenant and such sub-tenant shall have entered into occupancy of the Premises subject and commenced direct payment of rent to Landlord. Unless and until the assignment or sublease. If said events shall have occurred by virtue of which Landlord does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or sublease, Tenant shall, in a form acceptable to the Landlord, assign or sublease to the assignee or subtenant named in Tenant's request within thirty (30) days from the date of Tenant's request at a rental rate equal to the rental rate specified in the request. In the event Tenant fails to execute and deliver any assignment or sublease within thirty (30) days from the date of Tenant's request, then Tenant shall again comply with all have been released from their obligations under the provisions Lease, the Lease shall remain in full force and conditions of this Section before assigning this Lease or subletting all or any portion of the Premiseseffect and shall continue to be binding upon Landlord and Tenant.