Common use of Recapture of Premises Clause in Contracts

Recapture of Premises. If Tenant proposes either (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all) of the 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 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 all of the provisions of this Lease applicable to the expiration of the Term 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, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion of the Premises 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. If Tenant proposes either (i) an assignmentThe provisions of this Section -------------- --------------------- 13.07 shall not apply to a sublease which, Sublease or other Transfer together with all then current subleases, results in Lessee subleasing less than 50% of the entire Premises, or (ii) a Sublease total floor space of any portion (but Premises initially leased to Lessee under this Lease for less than all) the full balance of the Premisesterm, 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 a proposed sublease or assignment pursuant to this Article XIII, then Landlord shall have in lieu of giving or denying such consent within the additional optiontwenty (20) day period of time specified in Section 13.03 therefor, at its sole election, either (A) in the case of a proposed assignment, Sublease or other Transfer of the entire Premises, Lessor may instead elect to terminate this the 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 with respect to the portion of the Premises proposed Lessee has requested Lessor's consent to sublease, or in the event of an assignment then with respect to the entire Premises (collectively, the "Recapture Space"). Such election shall be so Subleased. If Landlord elects in a made, if at all, by written notice given to Tenant 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 date which is thirty (30) days after receipt of such written notice from Tenant Lessor's election 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty (30) days terminate. From and after the date of such notice)termination, (i) the Recapture Space shall no longer be deemed part of the Premises, (ii) the amount of rent payable and Lessee's share of common area expenses, insurance, and all of the provisions of taxes under this Lease applicable to the expiration of the Term 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, 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 reduced proportionately based on the proportionate reduction of its right to terminate pursuant to this Section), Tenant shall then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion square footage of the Premises recaptured pursuant to this Section 12.04 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 remainder balance of the Premises. If separate access to areas outside the Premises by constructing demising walls 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 and other improvements necessary to convert the applicable portion all occupants of the Recapture Space through Lessee's remaining Premises and Building as reasonably determined by Landlord. Lessor may, but shall not be obligated to, lease the Recapture Space to multi-tenant use any entity to whom Lessee requested Lessor's consent to sublease or assign the same, at Landlord’s sole cost and expensethe same rent, or any higher or lower rent, as was proposed by Lessee in connection with its proposed sublease or assignment.

Recapture of Premises. If Tenant proposes either (i) Tenant's request of Landlord's consent to an assignment, Sublease assignment of this Lease or other Transfer a subletting of all or any part of the entire PremisesPremises shall contain a written offer to Landlord to recapture the Premises (or the portion thereof proposed to be sublet, or (ii) a Sublease of any portion (but less than all) of the Premises, then Landlord shall have the additional option, at its sole election, either (A) in the case of a proposed assignmentsubletting), Sublease at the lesser of (i) the then current rental in effect under this Lease; or other Transfer (ii) the rental Tenant proposes to obtain as a result of the entire Premisesassignment or sublease. Upon receipt of such written offer, Landlord shall have the option, 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 exercised within thirty (30) days after following receipt of such written notice 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 terminate 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 whole writing to Tenant's request to assign or sublease, Tenant shall, in part pursuant a form acceptable to this Sectionthe Landlord, then this Lease shall so terminate assign or sublease to the assignee or subtenant named in whole or in part (as so elected by Landlord) on the date specified by Landlord in such written notice to Tenant (which date shall be not less than Tenant's request within thirty (30) days after from the date of such notice)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, and then Tenant shall again comply with all of the provisions and conditions of this Section before assigning this Lease applicable to the expiration of the Term 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, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate subletting all or any portion of the Premises 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 expensePremises.

Recapture of Premises. If In the event Tenant proposes 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 more than forty nine percent (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all49%) of the Premisesrentable 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 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty the “Recapture Notice”) within ten (3010) 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 of such notice), and all of sixty (60) days after Landlord delivers the provisions of this Lease applicable Recapture Notice to the expiration of the Term shall apply to such spaceTenant. If Landlord notifies 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 in writing fails to Transfer the Subject Space within such 30-day period that one hundred fifty (150) days after Landlord elects not to exercise its termination right pursuant to this Section, receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord fails 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 provide written notice to Tenant within such 30-day period the extent that it elects is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to exercise its termination 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 (which shall be deemed a waiver by Landlord of its right to terminate pursuant to this Section), Tenant shall then comply with the provisions 5) year term of this Article applicable to a Transfer. Landlord shall have the right to separate any portion of the Premises 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 expenseLease.

Recapture of Premises. If at any time during the Term, Tenant proposes either (i) an assignment, Sublease or other Transfer shall have received a bona fide offer from a prospective sub-tenant of the entire Premises, Premises with respect to proposed occupancy as sub-tenant of all or (ii) a Sublease of any portion (but less than all) of the Premises, then Tenant shall furnish a copy of such offer to Landlord. In addition to the right to exercise reasonable consent with respect to the proposed sub-tenancy, Landlord shall have the additional optionright, at its sole election, either by written notice given to Tenant within ten (A10) in the case days of a proposed assignment, Sublease or other Transfer Landlord's receipt of the entire Premisescopy of such offer, to terminate this Lease in its entiretyagree to accept the proposed sub-tenant as a direct tenant of Landlord. In the event that (I) Landlord shall have given timely notice as aforesaid to Tenant, or (Bii) in Landlord and the case of prospective sub-tenant shall have entered into a proposed Sublease of a portion written agreement for direct tenancy by such sub-tenant and (but less than alliii) such sub-tenant shall have entered into occupancy of the PremisesPremises and commenced direct payment of rent to Landlord, to terminate this 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 proposed subject to the sublet (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 so Subleased. If Landlord elects in adjusted 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 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 all of the provisions of this Lease applicable termination) as to the expiration of the Term shall apply to such space. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects shall not to exercise its termination right pursuant to this Section, or if Landlord fails to provide written have given notice to Tenant within such 30-the said ten (10) day period that it elects to exercise its termination right pursuant to this Section (which period, Landlord shall be deemed a waiver by Landlord of its to have waived is right to terminate pursuant to this Section), Tenant shall then comply effect a direct tenancy with the provisions of this Article applicable proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to a Transfer. Landlord shall have the right to separate any portion of the Premises recaptured pursuant to this Section 12.04 from the remainder of the Premises by constructing demising walls other party unless 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.until

Recapture of Premises. If Tenant proposes either (ia) For a period of thirty (30) days after Lessee has given written notice to Lessor requesting consent to an assignment, Sublease assignment of this Lease or other Transfer a sublease of the entire Premises, all or (ii) a Sublease of any portion (but less than all) of the Premises, then Landlord which notice shall identify the proposed assignee or subtenant and specify the terms of the proposed assignment or sublease, Lessor shall have the additional optionright, at its sole election, either exercisable by Lessor by giving written notice (A"Lessor's Termination Notice") 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 PremisesLessee, 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 new lease covering such portion of the Premises to be vacated by Lessee with the intended assignee, subtenant or others on such terms as Lessor and the other party may agree. In such event, Lessee shall not be entitled to any portion of the profit, if any, which Lessor may realize on account of such termination and reletting. From and after the date of such termination of this Lease, neither Lessor nor Lessee shall have any further obligation to the other with respect to the portion of the Premises proposed subjected to be so Subleased. If Landlord elects in a written notice given such termination, except for matters occurring or obligations arising prior 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty (30) days after the effective date of such notice), and all of the provisions of this Lease applicable to the expiration of the Term 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, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion of the Premises 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 expensetermination.

Recapture of Premises. If In the event Tenant proposes 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 more than forty nine percent (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all49%) of the Premisesrentable 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 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty the "Recapture Notice") within ten (3010) 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 of such notice), and all of sixty (60) days after Landlord delivers the provisions of this Lease applicable Recapture Notice to the expiration of the Term shall apply to such spaceTenant. If Landlord notifies 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 in writing fails to Transfer the Subject Space within such 30-day period that one hundred fifty (150) days after Landlord elects not to exercise its termination right pursuant to this Section, receives the Availability Notice or it becomes available again after Transfer by Tenant. To determine the new Base Rent under the Lease if Landlord fails 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 provide written notice to Tenant within such 30-day period the extent that it elects is calculated on the basis of the square feet of Rentable Area within the Premises, shall be reduced to exercise its termination 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 (which shall be deemed a waiver by Landlord of its right to terminate pursuant to this Section), Tenant shall then comply with the provisions 5) year term of this Article applicable to a Transfer. Landlord shall have the right to separate any portion of the Premises 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 expenseLease.

Recapture of Premises. If at any time during the Term, --------------------- Tenant proposes either (i) an assignment, Sublease or other Transfer shall have received a bona fide offer from a prospective sub-tenant of the entire Premises with respect to proposed occupancy as sub-tenant of FIFTY PERCENT (50%) more of the original Premises, or (ii) Tenant shall furnish a Sublease copy of any portion (but less than all) of such offer to Landlord. In addition to the Premises, then right to exercise reasonable consent with respect to the proposed sub-tenancy Landlord shall have the additional optionright, 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 by written notice given to Tenant within thirty ten (3010) days after of Landlord's receipt of the copy of such offer, to agree to accept the proposed sub-tenant as a direct tenant of Landlord. In the event that (i) Landlord shall have given timely notice as aforesaid to Tenant, (ii) Landlord and the prospective sub-tenant shall have entered into a written notice from Tenant agreement for 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 terminate this Lease in whole or in part pursuant to this SectionLandlord, then this Lease shall so terminate in whole or in part (as so elected by Landlord) on automatically upon the date specified by occurrence of all three such events, Landlord in such written notice to and Tenant (which date hereunder shall be not less than thirty 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 (30) days after rental to be adjusted as of the date of such noticetermination), and all of the provisions of this Lease applicable to the expiration of the Term shall apply to such space. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects shall not to exercise its termination right pursuant to this Section, or if Landlord fails to provide written have given notice to Tenant within such 30-the said ten (10) day period that it elects to exercise its termination right pursuant to this Section (which period, Landlord shall be deemed a waiver by Landlord of to have waived its right to terminate pursuant to this Section), Tenant shall then comply effect a direct tenancy with the provisions of this Article applicable proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to a Transfer. the other party unless and until Landlord shall have entered into an agreement in writing as aforesaid with the right to separate any portion of the Premises recaptured pursuant to this Section 12.04 from the remainder of the Premises by constructing demising walls proposed sub-tenant and other improvements necessary to convert the applicable portion such sub-tenant shall have entered into occupancy of the Premises and Building commenced direct payment of rent to multi-tenant use at Landlord’s sole cost . Unless and expenseuntil the said events shall have occurred by virtue of which Landlord and Tenant shall have been released from their obligations under the Lease, the Lease shall remain in full force and effect and shall continue to be binding upon Landlord and Tenant.

Recapture of Premises. If In the event Tenant proposes either to enter into a Transfer other than a Transfer to an Affiliate Transferee, which Transfer, when taken together with all previous transfers, relates to more than fifty percent (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all50%) of the Premisesrentable 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 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty the “Recapture Notice”) within ten (3010) 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 of such notice), and all of sixty (60) days after Landlord delivers the provisions of this Lease applicable Recapture Notice to the expiration of the Term shall apply to such spaceTenant. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects not declines to exercise its termination right pursuant or fails timely to this Sectionelect to recapture the Subject Space, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have no further right under this Section 13.06 to the right Subject Space unless Tenant fails to separate any portion 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 recaptured pursuant to this Section 12.04 from retained by Tenant after Landlord’s recapture and the remainder denominator of which is the total square feet of Rentable Area of the Premises by constructing demising walls and other improvements necessary before Landlord’s recapture. The Additional Rent, to convert the applicable portion 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 and Building to multi-tenant use at retained by Tenant after Landlord’s sole cost and expense.recapture. Verus Lease v06 -30- February 2, 2005 (8:51 pm) 14. HAZARDOUS MATERIALS

Recapture of Premises. If In the event Tenant proposes either to assign its interest in this Lease or sublet more than fifty percent (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all50%) of the Premises, then it shall first give notice thereof (the “Assignment/Subletting Notice”) to Landlord shall have the additional option, at its sole election, either (A) in the case of a proposed assignment, Sublease or together with all 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 information requested by Landlord with respect to the portion of the Premises proposed to be so Subleasedsubject assignment or subletting. If Landlord elects in a written notice given to Tenant within thirty Within twenty-one (3021) days after Landlord’s receipt of an Assignment/Subletting Notice and such written 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 from (the “Recapture Termination Notice”) in writing to Tenant to terminate this Lease and recapture the Premises, in whole or in part pursuant to this Section, then which event this Lease shall so automatically terminate in whole or in part (as so elected by Landlord) 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 specified 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 in such written notice to Tenant within the aforesaid twenty-one (which date shall be not less than thirty (3021) days after the date of such notice), and all of the provisions of this Lease applicable to the expiration of the Term 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, 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)period, Tenant shall then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion within ten (10) days after its receipt of the Premises recaptured pursuant Termination Notice to this Section 12.04 from give Landlord notice (the remainder “Rescission Notice”) of its rescission of the Premises by constructing demising walls Assignment/Subletting Notice, and other improvements necessary to convert the applicable portion upon Landlord’s receipt of the Rescission Notice the Termination Notice previously given by Landlord shall be deemed null and void; in such event, Tenant shall not assign this Lease or sublet the Premises and Building as proposed in its Assignment/Subletting Notice. The above recapture rights shall not apply to multi-tenant use at Landlord’s sole cost and expensean assignment or sublet permitted under Section 12.1(b) above.

Recapture of Premises. If In the event Tenant proposes either to enter into a Transfer (i) other than a Transfer with an assignmentAffiliate Transferee), Sublease or other Transfer of the entire Premiseswhich Transfer, or when taken together with all previous transfers, relates to more than forty nine percent (ii) a Sublease of any portion (but less than all49%) of the Premisesrentable 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 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty the "Recapture Notice") within ten (3010) 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 of such notice), and all of sixty (60) days after Landlord delivers the provisions of this Lease applicable Recapture Notice to the expiration of the Term shall apply to such spaceTenant. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects not declines to exercise its termination right pursuant or fails timely to this Sectionelect to recapture the Subject Space, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have no further right under this Section 13.06 to the right Subject Space unless Tenant fails to separate any portion 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 recaptured pursuant to this Section 12.04 from retained by Tenant after Landlord's recapture and the remainder denominator of which is the total square feet of Rentable Area of the Premises by constructing demising walls and other improvements necessary before Landlord's recapture. The Additional Rent, to convert the applicable portion 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 and Building to multi-tenant use at retained by Tenant after Landlord’s sole cost and expense's recapture.

Recapture of Premises. If Tenant proposes 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 pursuant to Article XIII to either (i) an assignment, Sublease or a proposed sublease (other Transfer than to a sublessee pursuant to a Permitted Transfer) of more than fifty percent (50%) of the entire Premisessquare footage of the Premises and for a term substantially equal to the remaining term of this Lease, or (ii) a Sublease proposed assignment of any portion this Lease (other than to an assignee pursuant to a Permitted 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 (but less than all) of the Premises, then Landlord shall have the additional option, at its sole election, either (A) in the case event of a proposed assignmentsublease, 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 only for that portion of the Premises proposed to so subleased). Such election shall be so Subleased. If Landlord elects in a made, if at all, by written notice given to Tenant Lessee thereof within said twenty (20) day period. Such termination shall be effective on the date such sublease or assignment would otherwise have been effective, or if no such date is specified in Lessee’s request for Lessor’s consent to such sublease or assignment, then on the date which is thirty (30) days after receipt of such written notice from Tenant Lessor’s election to terminate this Lease in whole or in part pursuant to this Sectionterminate. Lessor may, then this Lease but shall so terminate in whole or in part (as so elected by Landlord) on the date specified by Landlord in such written notice to Tenant (which date shall not be not less than thirty (30) days after the date of such notice)obligated to, and all of the provisions of this Lease applicable to the expiration of the Term 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, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion of lease the Premises so recaptured pursuant by Lessor to this Section 12.04 from the remainder of the Premises by constructing demising walls and other improvements necessary any entity to convert the applicable portion of the Premises and Building whom Lessee requested Lessor’s consent to multi-tenant use at Landlord’s sole cost and expense.sublease

Recapture of Premises. If In the event Tenant proposes either to enter into a Transfer other than a Transfer to an Affiliate Transferee, which Transfer, when taken together with all previous transfers, relates to more than fifty percent (i) an assignment, Sublease or other Transfer of the entire Premises, or (ii) a Sublease of any portion (but less than all50%) of the Premisesrentable 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 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty the “Recapture Notice”) within ten (3010) 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 of such notice), and all of sixty (60) days after Landlord delivers the provisions of this Lease applicable Recapture Notice to the expiration of the Term shall apply to such spaceTenant. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects not declines to exercise its termination right pursuant or fails timely to this Sectionelect to recapture the Subject Space, 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 then comply with the provisions of this Article applicable to a Transfer. Landlord shall have no further right under this Section 13.06 to the right Subject Space unless Tenant fails to separate any portion 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 recaptured pursuant to this Section 12.04 from retained by Tenant after Landlord’s recapture and the remainder denominator of which is the total square feet of Rentable Area of the Premises by constructing demising walls and other improvements necessary before Landlord’s recapture. The Additional Rent, to convert the applicable portion 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 and Building to multi-tenant use at retained by Tenant after Landlord’s sole cost and expense.recapture. Verus Lease v06 -30- February 2, 2005 (8:51 pm) 14. HAZARDOUS MATERIALS

Recapture of Premises. If Tenant proposes either (i) an assignmentThe provisions of this Section 13.07 shall not apply to a sublease which, Sublease or other Transfer together with all prior subleases, results in Lessee subleasing less than 50% of the entire Premises, or (ii) a Sublease total floor space of any portion (but Premises initially leased to Lessee under this Lease for less than all) the full balance of the Premisesterm, 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 a proposed sublease or assignment pursuant to this Article XIII, then Landlord shall have in lieu of giving or denying such consent within the additional optiontwenty (20) day period of time specified in Section 13.03 therefor, at its sole election, either (A) in the case of a proposed assignment, Sublease or other Transfer of the entire Premises, Lessor may instead elect to terminate this the 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 with respect to the portion of the Premises proposed Lessee has requested Lessor’s consent to sublease, or in the event of an assignment then with respect to the entire Premises (collectively, the “Recapture Space”). Such election shall be so Subleased. If Landlord elects in a made, if at all, by written notice given to Tenant 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 date which is thirty (30) days after receipt of such written notice from Tenant Lessor’s election 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 date specified by Landlord in such written notice to Tenant (which date shall be not less than thirty (30) days terminate. From and after the date of such notice)termination, (i) the Recapture Space shall no longer be deemed part of the Premises, (ii) the amount of rent payable and Lessee’s share of common area expenses, insurance, and all of the provisions of taxes under this Lease applicable to the expiration of the Term 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, 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 reduced proportionately based on the proportionate reduction of its right to terminate pursuant to this Section), Tenant shall then comply with the provisions of this Article applicable to a Transfer. Landlord shall have the right to separate any portion square footage of the Premises recaptured pursuant to this Section 12.04 resulting from the remainder of the Premises by constructing demising walls such recapture, and other improvements necessary to convert the applicable portion of the Premises and Building to multi-tenant use (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 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 and expenseall occupants of the Recapture Space through Lessee’s remaining Premises as reasonably determined by Landlord. Lessor may, but shall not be obligated to, lease the Recapture Space to any entity to whom Lessee requested Lessor’s consent to sublease or assign the same, 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. If at any time during the Term, --------------------- Tenant proposes either (i) an assignment, Sublease or other Transfer shall have received a bona fide offer from a prospective sub-tenant of the entire Premises, Premises with respect to proposed occupancy as sub-tenant of all or (ii) a Sublease of any portion (but less than all) of the Premises, then Tenant shall furnish a copy of such offer to Landlord. In addition to the right to exercise reasonable consent with respect to the proposed sub-tenancy, Landlord shall have the additional optionright, 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 by written notice given to Tenant within thirty ten (3010) days after of Landlord's receipt of the copy of such offer, to agree to accept the proposed sub-tenant as a direct tenant of Landlord. In the event that (I) Landlord shall have given timely notice as aforesaid to Tenant, (ii) Landlord and the prospective sub-tenant shall have entered into a written notice from Tenant agreement for 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 terminate this Lease in whole or in part pursuant to this SectionLandlord, then this Lease shall so terminate in whole or in part (as so elected by Landlord) on automatically upon the date specified by occurrence of all three such events, Landlord in such written notice to and Tenant (which date hereunder shall be not less than thirty 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 (30) days after rental to be adjusted as of the date of such noticetermination), and all of the provisions of this Lease applicable to the expiration of the Term shall apply to such space. If Landlord notifies Tenant in writing within such 30-day period that Landlord elects shall not to exercise its termination right pursuant to this Section, or if Landlord fails to provide written have given notice to Tenant within such 30-the said ten (10) day period that it elects to exercise its termination right pursuant to this Section (which period, Landlord shall be deemed a waiver by Landlord of to have waived its right to terminate pursuant to this Section), Tenant shall then comply effect a direct tenancy with the provisions of this Article applicable proposed sub-tenant. It is understood and agreed that neither party hereto shall be released from its obligations to a Transfer. the other party unless and until Landlord shall have entered into the right to separate any portion of agreement in writing as aforesaid with the Premises recaptured pursuant to this Section 12.04 from the remainder of the Premises by constructing demising walls proposed sub-tenant and other improvements necessary to convert the applicable portion such sub-tenant shall have entered into occupancy of the Premises and Building commenced direct payment of rent to multi-tenant use at Landlord’s sole cost . Unless and expenseuntil the said events shall have occurred by virtue of which Landlord and Tenant shall have been released from their obligations under the Lease, the Lease shall remain in full force and effect and shall continue to be binding upon Landlord and Tenant.