Common use of Recapture of Premises Clause in Contracts

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, other than a Transfer with to an 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 the rentable square feet of the Premises (the “Subject Space”) and is for the entire then remaining balance of the Term, or substantially 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. Landlord shall have the option, by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.

Recapture of Premises. In the event If Tenant proposes to enter into either (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Transfer, other Sublease of any portion (but less than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to more than forty nine percent (49%all) of the rentable square feet Premises, then Landlord shall have the additional option, at its sole election, either (A) in the case of a proposed assignment, Sublease or other Transfer of the entire Premises, to terminate this Lease in its entirety, or (B) in the case of a proposed Sublease of a portion (but less than all) of the Premises, to terminate this Lease as to the portion of the Premises proposed to be so Subleased. If Landlord elects in a written notice given to Tenant within thirty (30) days after receipt of such written notice from Tenant to terminate this Lease in whole or in part pursuant to this Section, then this Lease shall so terminate in whole or in part (as so elected by Landlord) on the “Subject Space”date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty (30) days after the date of such notice), and is for the entire then remaining balance of the Term, or substantially all of the remaining balance provisions of this Lease applicable to the expiration of the TermTerm shall apply to such space. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects not to exercise its termination right pursuant to this Section, then or if Landlord fails to provide written notice to Tenant within such 30-day period that it elects to exercise its termination right pursuant to this Section (which shall be deemed a waiver by Landlord of its right to terminate pursuant to this Section), Tenant shall notify Landlord in writing (then comply with the “Availability Notice”) if Tenant wishes provisions of this Article applicable to Transfer the Subject Spacea Transfer. Landlord shall have the option, by written notice right to Tenant (the “Recapture Notice”) within ten (10) days after receiving separate any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area portion of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises recaptured pursuant to this Section 13.06 shall not apply 12.04 from the remainder of the Premises by constructing demising walls and other improvements necessary to a Transfer during convert the initial five (5) year term applicable portion of this Leasethe Premises and Building to multi-tenant use at Landlord’s sole cost and expense.

Recapture of Premises. The provisions of this 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 Tenant proposes Lessee requests Lessor's consent to enter into a Transferproposed sublease or assignment pursuant to this Article XIII, other than a Transfer then in lieu of 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 with respect to an 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 the rentable square feet portion of the Premises (Lessee has requested Lessor's consent to sublease, or in the “Subject Space”) and is for event of an assignment then with respect to the entire then remaining balance of Premises (collectively, the Term"Recapture Space"). Such election shall be made, or substantially 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. Landlord shall have the optionat all, by written notice to Tenant Lessee thereof within said twenty (20) day period. Such termination shall be effective on the “Recapture Notice”) within ten 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 date which is thirty (1030) days after receiving any Availability NoticeLessor's election to terminate. From and after the date of such termination, to recapture (i) the Subject Recapture Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term shall no longer be deemed part of the Lease Premises, (ii) the amount of rent payable and as Lessee's share of the date sixty (60) days after Landlord delivers the Recapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Spacecommon area expenses, Landlord shall have no further right insurance, and taxes 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 multiplied by a fraction, reduced proportionately based on the numerator proportionate reduction of which is the square feet of Rentable Area footage of the Premises retained by Tenant after resulting from such recapture, and (iii) Landlord at Landlord’s recapture and 's sole cost shall erect a demising wall if there is no pre-existing demising wall segregating such Recapture Space from the denominator of which is the total square feet of Rentable Area balance of the Premises. If separate access to areas outside the Premises before Landlord’s recapture. The Additional Rent, is not already available to the extent that it is calculated on the basis Recapture Space, then Lessee at no cost or liability to Lessor, shall make access from such outside areas available for any and all occupants of the square feet of Rentable Area within the PremisesRecapture Space through Lessee's remaining Premises as reasonably determined by Landlord. Lessor may, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 but shall not apply be obligated to, lease the Recapture Space to a Transfer during any entity to whom Lessee requested Lessor's consent to sublease or assign the initial five (5) year term of this Leasesame, at the same rent, or any higher or lower rent, as was proposed by Lessee in connection with its proposed sublease or assignment.

Recapture of Premises. In Tenant's request of Landlord's consent to an assignment of this Lease or a subletting of all or any part of the event 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 enter into obtain as a Transfer, other than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to more than forty nine percent (49%) result of the rentable square feet assignment or sublease. Upon receipt of the Premises (the “Subject Space”) and is for the entire then remaining balance of the Termsuch written offer, or substantially 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. Landlord shall have the option, by written notice to Tenant be exercised within thirty (the “Recapture Notice”) within ten (1030) days after receiving any Availability Noticefollowing receipt of such offer, to accept the offer to recapture the Subject Space as described belowin accordance with this Section. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term 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 sixty (60) days after Landlord delivers the Recapture Notice 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 Tenantthat portion of the Premises subject to the assignment or sublease. If Landlord declines does not exercise its option within the time herein specified and consents in writing to Tenant's request to assign or fails timely to elect to recapture the Subject Spacesublease, Landlord shall have no further right under this Section 13.06 Tenant shall, in a form acceptable to the Subject Space unless 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 Transfer the Subject Space execute and deliver any assignment or sublease within one hundred fifty thirty (15030) days after Landlord receives from the Availability Notice date of Tenant's request, then Tenant shall again comply with all the provisions and conditions of this Section before assigning this Lease 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area subletting all or any portion of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, Transfer (other than a Transfer with to an Affiliate Transferee), which Transfer, when taken together with all previous transfers other than to Affiliate Transfereestransfers, relates to more than forty nine percent (49%) of the rentable square feet of the Premises (the “"Subject Space”") and is for the entire then remaining balance of the Term, or substantially 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. Landlord shall have the option, by written notice to Tenant (the “"Recapture Notice”") within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s 's obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s 's recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord’s 's recapture. The Additional Rent, to the extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’s 's proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s 's recapture. Notwithstanding the foregoing, Landlord’s right to recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.

Recapture of Premises. In If at any time during the event Term, --------------------- Tenant proposes to enter into shall have received a Transfer, other than bona fide offer from a Transfer with to an 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 the rentable square feet prospective sub-tenant of the Premises (the “Subject Space”) and is for the entire then remaining balance with respect to proposed occupancy as sub-tenant of all or a portion of the TermPremises, or substantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (furnish a copy of such offer to Landlord. In addition to the “Availability Notice”) if Tenant wishes right to Transfer exercise reasonable consent with respect to the Subject Space. proposed sub-tenancy, Landlord shall have the optionright, by written notice given to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Noticeof Landlord's receipt of the copy of such offer, to recapture agree to accept the Subject Space proposed sub-tenant as described belowa direct tenant of Landlord. A In the event that (I) Landlord shall have given timely Recapture Notice terminates this Lease notice as aforesaid to Tenant, (ii) Landlord and Tenant’s obligations regarding the Subject Space prospective sub-tenant shall have entered into a written agreement for the remaining term direct tenancy by such sub-tenant, and (iii) such sub-tenant shall have entered into occupancy of the Premises and commenced direct payment of rent to Landlord, then automatically upon the occurrence of all three such events, Landlord and Tenant hereunder shall be and become released from any further obligation under the Lease, and the Lease between Landlord and Tenant hereunder shall be deemed terminated and of no further force and effect (rental to be adjusted as of the date sixty (60) days after Landlord delivers the Recapture Notice to Tenantof termination). If Landlord declines shall not have given notice to or fails timely to elect to recapture Tenant within the Subject Spacesaid ten (10) day period, Landlord shall be deemed to have no further waived its right under this Section 13.06 to effect a direct tenancy with the proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to the Subject Space other party unless and until Landlord shall have entered into the agreement in writing as aforesaid with the proposed sub-tenant and such sub-tenant shall have entered into occupancy of the Premises and commenced direct payment of rent to Landlord. Unless and until the said events shall have occurred by virtue of which Landlord and 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 shall have been released from their obligations under the Lease if Landlord recaptures the Subject SpaceLease, the original Base Rent under the Lease shall remain in full force and effect and shall continue to be multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture binding upon Landlord 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, other than a Transfer with to an 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 the rentable square feet of the Premises (the “"Subject Space”") and is for the entire then remaining balance of the Term, or substantially 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. Landlord shall have the option, by written notice to Tenant (the “"Recapture Notice”") within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s 's obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s 's recapture and the denominator of which is the total square feet of Rentable Area of the Premises before Landlord’s 's recapture. The Additional Rent, to the extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’s 's proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s 's recapture. Notwithstanding the foregoing, Landlord’s 's right to recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.

Recapture of Premises. In If at any time during the event Term, Tenant proposes to enter into shall have received a Transfer, other than bona fide offer from a Transfer with to an 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 the rentable square feet prospective sub-tenant of the Premises (the “Subject Space”) and is for the entire then remaining balance with respect to proposed occupancy as sub-tenant of all or a portion of the TermPremises, or substantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (furnish a copy of such offer to Landlord. In addition to the “Availability Notice”) if Tenant wishes right to Transfer exercise reasonable consent with respect to the Subject Space. proposed sub-tenancy, Landlord shall have the optionright, by written notice given to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Noticeof Landlord's receipt of the copy of such offer, to recapture agree to accept the Subject Space proposed sub-tenant as described belowa direct tenant of Landlord. A In the event that (I) Landlord shall have given timely Recapture Notice terminates this Lease notice as aforesaid to Tenant, (ii) Landlord and Tenant’s obligations regarding the Subject Space prospective sub-tenant shall have entered into a written agreement for the remaining term direct tenancy by such sub-tenant and (iii) such sub-tenant shall have entered into occupancy of the Premises and commenced direct payment of rent to Landlord, then automatically upon the occurrence of all three such events, Landlord and Tenant hereunder shall be and become released from any further obligation under the Lease as to the portion of the Premises subject to the sublet (if the sublet is for less than the entire Premises), and as 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 sixty (60of termination) days after Landlord delivers the Recapture Notice as to Tenantspace. If Landlord declines shall not have given notice to or fails timely to elect to recapture Tenant within the Subject Spacesaid ten (10) day period, Landlord shall be deemed to have no further waived is right under this Section 13.06 to effect a direct tenancy with the proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to the Subject Space other party 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.until

Recapture of Premises. In the event Tenant proposes Excepting transactions covered under Section 9.01 B., any proposal by Lessee either to enter into a Transfer, other than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to (a) assign this Lease or any interest in it or (b) sublet any more than forty nine percent (49%) 33% of the rentable square feet floor area of the Premises, shall constitute, without further action being required, Lessee's implied offer to Lessor to recapture either this Lease (in the case of any assignment or mortgaging) or the portion of Premises proposed to be sublet (in the “Subject Space”case of any subletting). Within fourteen (14) and is for the entire then remaining balance days following receipt by Lessor of the Term, or substantially all of the remaining balance 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 proposed assignment or mortgaging, this Lease shall terminate and Lessee shall be released from liability under this Lease accruing after the Termeffective recapture date. In the case of a recapture based upon a proposed subletting, then Tenant shall notify Landlord in writing (the “Availability Notice”) if Tenant wishes to Transfer the Subject Space. Landlord shall have the option, by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days effective recapture date, that portion of the Premises 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 Landlord delivers the Recapture Notice recapture shall be reduced proportionately to Tenant. If Landlord declines a sum equal to or fails timely to elect the said Rent immediately prior 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area rentable area of the Premises retained by Tenant after Landlord’s immediately prior to recapture minus the rentable area of that portion recaptured, and the denominator of which is the total square feet of Rentable Area rentable area of the Premises before Landlord’s immediately prior to recapture. The Additional Rent, Lessee agrees to the extent that it is calculated on the basis of the square feet of Rentable Area execute promptly any modifications to this Lease resulting therefrom. If Lessor does not exercise its option to recapture within the Premisesfourteen (14) day period, shall be reduced to reflect Tenant’s proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture. Notwithstanding the foregoingLessee may, Landlord’s right to recapture the Premises provided Lessor consents thereto in writing pursuant to this Section 13.06 shall not apply 9.01, consummate the assignment or subletting but ONLY as submitted to a Transfer during Lessor, and within ninety (90) days from the initial five (5) year term date of this LeaseLessee's submittal.

Recapture of Premises. In (a) For a period of thirty (30) days after Lessee has given written notice to Lessor requesting consent to an assignment of this Lease or a sublease of all or a portion of the event Tenant Premises, which notice shall identify the proposed assignee or subtenant and specify the terms of the proposed assignment or sublease, Lessor shall have the right, exercisable by Lessor by giving written notice ("Lessor's Termination Notice") to Lessee, to terminate this Lease as to that portion of the Premises that Lessee proposes to assign or sublease effective ninety (90) days following the date of Lessor's Termination Notice to Lessee. If Lessor elects to terminate this Lease as to such portion of the Premises, Lessee shall, on or before the effective termination date in Lessor's Termination Notice, vacate and deliver to Lessor possession of that portion of the Premises subject to Lessor's Termination Notice. (b) Upon termination by Lessor of this Lease with respect to any portion of the Premises, Lessor may, at Lessor's option, enter into a Transfer, other than a Transfer with to an 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 the rentable square feet new lease covering such portion of the Premises (to be vacated by Lessee with the “Subject Space”) intended assignee, subtenant or others on such terms as Lessor and is for the entire then remaining balance other party may agree. In such event, Lessee shall not be entitled to any portion of the Termprofit, or substantially all if any, which Lessor may realize on account of such termination and reletting. From and after the remaining balance date of the Termsuch termination of this Lease, then Tenant shall notify Landlord in writing (the “Availability Notice”) if Tenant wishes to Transfer the Subject Space. Landlord neither Lessor nor Lessee shall have the option, by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 obligation to the Subject Space unless Tenant fails other with respect 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area portion of the Premises 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 Rentsubjected to such termination, except for matters occurring or obligations arising prior to the extent that it is calculated on the basis effective date of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Leasesuch termination.

Recapture of Premises. In the event If Tenant proposes to enter into a Transfer, other than a Transfer with to an 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 the rentable square feet of abandons or vacates the Premises (or fails to continuously operate in the “Subject Space”) and is Premises for the entire then remaining balance a period of the Term30 consecutive days, or substantially 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. 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 the Premises by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture Notice to Tenant. If Landlord declines terminates this Lease, Tenant, on a monthly basis following receipt of any invoice from Landlord, shall pay Landlord an amount equal to or fails timely to elect to recapture the Subject Space, Landlord shall have no further right difference between the Rent that was payable under this Section 13.06 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 Subject Space unless Tenant fails to Transfer rent actually received by Landlord for the Subject Space remainder of such Term from any third party tenant of the Premises. In addition, Tenant, within one hundred fifty (150) 30 days after receipt of demand from Landlord, shall reimburse 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 multiplied by a fraction, the numerator for all of which is the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture and the denominator reasonable costs of which is the total square feet of Rentable Area of the Premises before Landlord’s recapture. The Additional Rent, to the extent that it is calculated on the basis of the square feet of Rentable Area within reletting the Premises, shall be reduced to reflect Tenant’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 If Landlord elects to recapture the Premises and terminate the Lease as to the Premises, Tenant shall remove all personal property (and any improvements that Tenant is required to remove pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term 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 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 under this Lease as a bill of sale, without additional payments or credit from Landlord to Tenant.

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, other than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transferees, relates to assign its interest in this Lease or sublet more than forty nine fifty percent (4950%) of the rentable square feet of the Premises Premises, it shall first give notice thereof (the “Subject Space”) and is for the entire then remaining balance of the Term, or substantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (the “Availability Assignment/Subletting Notice”) if Tenant wishes to Transfer Landlord together with all other information requested by Landlord with respect to the Subject Spacesubject 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 shall have the option, may elect by written notice to Tenant (the “Recapture Termination Notice”) in writing to Tenant to terminate this Lease and recapture the Premises, in which event this Lease shall automatically terminate on the ninetieth (90th) day (the “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 due and owing by Tenant to Landlord, and conversely Landlord shall promptly reimburse Tenant for any amounts prepaid by Tenant for periods subsequent to the Termination Date. Notwithstanding any Termination Notice given to Tenant by Landlord within the aforesaid twenty-one (21) day period, Tenant shall have the right within ten (10) days after receiving any Availability its receipt of the Termination Notice to give Landlord notice (the “Rescission Notice”) of its rescission of the Assignment/Subletting Notice, to recapture and upon Landlord’s receipt of the Subject Space as described below. A timely Recapture Rescission Notice terminates the Termination Notice previously given by Landlord shall be deemed null and void; in such event, Tenant shall not assign this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of sublet the Premises 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 recaptureas proposed in its Assignment/Subletting Notice. The Additional Rent, to the extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 above recapture the Premises pursuant to this Section 13.06 rights shall not apply to a Transfer during the initial five (5an assignment or sublet permitted under Section 12.1(b) year term of this Leaseabove.

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, Transfer other than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transfereestransfers, relates to more than forty nine fifty percent (4950%) of the rentable square feet of the Premises (the “Subject Space”) and is for the entire then remaining balance of the Term, or substantially 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. Landlord shall have the option, by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’s proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture. Notwithstanding the foregoingVerus Lease v06 -30- February 2, Landlord’s right to recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five 2005 (58:51 pm) year term of this Lease.14. HAZARDOUS MATERIALS

Recapture of Premises. In the event Tenant proposes to enter into a Transfer, Transfer other than a Transfer with to an Affiliate Transferee, which Transfer, when taken together with all previous transfers other than to Affiliate Transfereestransfers, relates to more than forty nine fifty percent (4950%) of the rentable square feet of the Premises (the “Subject Space”) and is for the entire then remaining balance of the Term, or substantially 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. Landlord shall have the option, by written notice to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Notice, to recapture the Subject Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term of the Lease and as of the date sixty (60) days after Landlord delivers the Recapture 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 multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’s proportionate share based upon the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture. Notwithstanding the foregoingVerus Lease v06 -30- February 2, Landlord’s right to recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five 2005 (5) year term of this Lease.8:51 pm) 14. HAZARDOUS MATERIALS

Recapture of Premises. The provisions of 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 Tenant proposes Lessee requests Lessor’s consent to enter into a Transferproposed sublease or assignment pursuant to this Article XIII, other than a Transfer then in lieu of 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 with respect to an 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 the rentable square feet portion of the Premises Lessee has requested Lessor’s consent to sublease, or in the event of an assignment then with respect to the entire Premises (collectively, the “Subject Recapture Space”) and is for the entire then remaining balance of the Term). Such election shall be made, or substantially 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. Landlord shall have the optionat all, by written notice to Tenant Lessee thereof within said twenty (20) day period. Such termination shall be effective on the “Recapture Notice”) within ten 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 date which is thirty (1030) days after receiving any Availability NoticeLessor’s election to terminate. From and after the date of such termination, to recapture (i) the Subject Recapture Space as described below. A timely Recapture Notice terminates this Lease and Tenant’s obligations regarding the Subject Space for the remaining term shall no longer be deemed part of the Lease Premises, (ii) the amount of rent payable and as Lessee’s share of the date sixty (60) days after Landlord delivers the Recapture Notice to Tenant. If Landlord declines to or fails timely to elect to recapture the Subject Spacecommon area expenses, Landlord shall have no further right insurance, and taxes 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 multiplied by a fraction, reduced proportionately based on the numerator proportionate reduction of which is the square feet of Rentable Area footage of the Premises retained by Tenant after resulting from such recapture, and (iii) Landlord at Landlord’s recapture and sole cost shall erect a demising wall if there is no pre-existing demising wall segregating such Recapture Space from the denominator of which is the total square feet of Rentable Area balance of the Premises. If separate access to areas outside the Premises before Landlord’s recapture. The Additional Rent, is not already available to the extent that it is calculated on the basis Recapture Space, then Lessee at no cost or liability to Lessor, shall make access from such outside areas available for any and all occupants of the square feet of Rentable Area within the PremisesRecapture Space through Lessee’s remaining Premises as reasonably determined by Landlord. Lessor may, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 but shall not apply be obligated to, lease the Recapture Space to a Transfer during any entity to whom Lessee requested Lessor’s consent to sublease or assign the initial five (5) year term of this Leasesame, at the same rent, or any higher or lower rent, as was proposed by Lessee in connection with its proposed sublease or assignment.

Recapture of Premises. In If at any time during the event Term, --------------------- Tenant proposes to enter into shall have received a Transfer, other than bona fide offer from a Transfer with to an 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 the rentable square feet prospective sub-tenant of the Premises with respect to proposed occupancy as sub-tenant of FIFTY PERCENT (the “Subject Space”50%) and is for the entire then remaining balance more of the Termoriginal Premises, or substantially all of the remaining balance of the Term, then Tenant shall notify Landlord in writing (furnish a copy of such offer to Landlord. In addition to the “Availability Notice”) if Tenant wishes right to Transfer exercise reasonable consent with respect to the Subject Space. proposed sub-tenancy Landlord shall have the optionright, by written notice given to Tenant (the “Recapture Notice”) within ten (10) days after receiving any Availability Noticeof Landlord's receipt of the copy of such offer, to recapture agree to accept the Subject Space proposed sub-tenant as described belowa direct tenant of Landlord. A In the event that (i) Landlord shall have given timely Recapture Notice terminates this Lease notice as aforesaid to Tenant, (ii) Landlord and Tenant’s obligations regarding the Subject Space prospective sub-tenant shall have entered into a written agreement for the remaining term direct tenancy by such sub-tenant, and (iii) such sub-tenant shall have entered into occupancy of the Premises and commenced direct payment of rent to Landlord, then automatically upon the occurrence of all three such events, Landlord and Tenant hereunder shall be and become released from any further obligation under the Lease, and the Lease between Landlord and Tenant hereunder shall be deemed terminated and of no further force and effect (rental to be adjusted as of the date sixty (60) days after Landlord delivers the Recapture Notice to Tenantof termination). If Landlord declines shall not have given notice to or fails timely to elect to recapture Tenant within the Subject Spacesaid ten (10) day period, Landlord shall be deemed to have no further waived its right under this Section 13.06 to effect a direct tenancy with the proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to the Subject Space other party unless and until Landlord shall have entered into an agreement in writing as aforesaid with the proposed sub-tenant and such sub-tenant shall have entered into occupancy of the Premises and commenced direct payment of rent to Landlord. Unless and until the said events shall have occurred by virtue of which Landlord and 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 shall have been released from their obligations under the Lease if Landlord recaptures the Subject SpaceLease, the original Base Rent under the Lease shall remain in full force and effect and shall continue to be multiplied by a fraction, the numerator of which is the square feet of Rentable Area of the Premises retained by Tenant after Landlord’s recapture binding upon Landlord 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 extent that it is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to reflect Tenant’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 recapture the Premises pursuant to this Section 13.06 shall not apply to a Transfer during the initial five (5) year term of this Lease.