Common use of Recapture Rights Clause in Contracts

Recapture Rights. (1) If at any time during the Term of this Sublease, Subtenant desires to sub-sublease all or a portion of the Premises consisting of one floor or more in the Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this Sublease, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election to terminate this Sublease with respect to such Sub-Sublease Space, Subtenant shall have three (3) days to give notice revoking the Subtenant Notice. (3) If the Proposed Sub-sublease Space is not subject to "recapture" under 18.E.2, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Subtenant's Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's Notice without further notice to Sublandlord.

Recapture Rights. (1A) If at any time during Subject to the Term terms of this SubleaseSection 12.10, Subtenant desires if (x) Tenant proposes to sub-sublease all or a portion of the Premises consisting of one floor or more (y) Tenant proposes to assign Tenant's interest in the Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given this Lease pursuant to Section 18E.3 of this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this Sublease12.8 hereof, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant then Landlord shall have the right to lease terminate this Lease (the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election aforesaid option to terminate this Sublease with respect Lease being referred to such Sub-Sublease Spaceherein as a "Recapture Termination"). In addition, Subtenant shall have three (3) days to give notice revoking the Subtenant Notice. (3) If the Proposed Sub-sublease Space is not subject to "recapture" under 18.E.2the terms of this Section 12.10, Sublandlord if Tenant proposes to sublease the Premises, Landlord shall also have seven (7) days after receipt of Subtenant's Notice the right to notify Subtenant in writing of Sublandlord's election to lease sublease the Proposed Sub-Sublease Space Premises from Tenant on the terms stated set forth in SubtenantSection 12.10(C) hereof (Landlord's Noticeaforesaid option to sublease the Premises or the applicable portion thereof from Tenant being referred to herein as a "Recapture Sublease"). If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Subtenant's Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant Landlord shall have the right to lease elect a Recapture Termination or a Recapture Sublease (as the Proposed Sub-Sublease Space case may be) only by giving notice thereof to Tenant on or prior to the third party ninetieth (90th) day after the date when Tenant gives to Landlord the Sublease Statement or the Assignment Statement (as the case may be). (B) Landlord shall specify in any such notice pursuant to which Landlord elects a Recapture Termination the date when this Lease shall terminate (which shall be no sooner than sixty (60) days, and no more then one hundred eighty (180) days, after the date when Landlord gives such notice to Tenant). If Landlord exercises such right to terminate this Lease, then this Lease, shall expire on substantially the aforesaid termination date designated by Landlord, and accordingly, on or prior to such date, Tenant shall vacate the Premises and deliver possession thereof to Landlord in accordance with the terms stated hereof that govern Tenant's obligations in Subtenantrespect thereof at the expiration or earlier termination of the Term. (C) Subject to the terms of this Section 12.10(C), if Landlord elects a Recapture Sublease pursuant to this Section 12.10, then Tenant shall demise and sublease to Landlord (or Landlord's Notice designee), and Landlord (or Landlord's designee) shall hire and take from Tenant, the Premises or the applicable portion thereof that Tenant proposes to sublease as aforesaid, and for the term set forth in the Sublease Statement, at a rental equal to the lesser of (i) the rental set forth in the Sublease Statement, and (ii) the Rental due hereunder, and otherwise on the same terms set forth in this Lease. If Tenant's proposal to sublease as set forth in the Sublease Statement contemplated that Tenant would provide the proposed subtenant with a work allowance (or work performed by or on behalf of Tenant in lieu thereof or in addition thereto), a free rent period, or other similar inducements or concessions, then Landlord shall have the right to either (x) reduce the rental due from Landlord or Landlord's designee to Tenant by reason of the Recapture Sublease by an equitable amount to reflect that the Recapture Sublease does not require Tenant to provide such inducements or concessions to Landlord, or (y) require Tenant to provide such inducements or concessions to Landlord or Landlord's designee under the Recapture Sublease. Landlord shall have the right to further sublease the Premises (in whole or in part) or assign Landlord's interest under such sublease, in each case without further notice Tenant's approval. Landlord shall have no obligation to Sublandlordmake any payments to Tenant on account of any profit derived by Landlord from any such sublease or assignment. Landlord shall have the right to perform or to permit to be performed alterations in the Premises, without Tenant's approval (it being agreed, however, that Tenant shall have no obligation, upon the expiration or earlier termination of the Term, to remove any such alterations performed in the Premises). Landlord shall have no obligation to remove any such alterations upon the expiration or earlier termination of the Recapture Sublease. Landlord (or Landlord's subtenants or assignees) shall have the right to use the Premises (or the applicable portion thereof) under a Recapture Sublease for any lawful purpose. If Landlord elects a Recapture Sublease, then Tenant shall execute and deliver to Landlord (or Landlord's designee), and Landlord shall execute and deliver (or shall cause Landlord's designee to execute and deliver) to Tenant, a sublease prepared by or on behalf of Landlord providing therefor, in accordance with the provisions of this Section 12.10(C), as promptly as reasonably practicable after Landlord elects such Recapture Sublease. Landlord acknowledges that a default by Landlord (or Landlord's designee) under a Recapture Sublease, or the exercise by Landlord or Landlord's designee of its rights under a Recapture Sublease, shall not constitute a default by Tenant hereunder.

Recapture Rights. If Tenant proposes to assign Tenant’s interest in this Lease or sublease more than fifty percent (150%) If at any time during the Term of this Sublease, Subtenant desires to sub-sublease all or a portion of the Premises consisting for at least one-half of one floor or more in the Building remainder of the Lease Term (the "Proposed Sub-Sublease Space"excluding any unexercised Extended Terms) to an entity other than in connection with an Affiliate Transfer, Landlord, at Landlord’s option, may elect to recapture the Premises by delivering written notice thereof to Tenant (a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention “Recapture Notice”) within thirty ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this Sublease, Sublandlord shall have seven (730) days after Landlord’s receipt of Subtenant's Tenant’s request for Landlord’s consent to such assignment or sublease, following which the Lease Term shall terminate on the date specified within such Recapture Notice to notify Subtenant in writing of Sublandlord's election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord (which date shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six within sixty (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election to terminate this Sublease with respect to such Sub-Sublease Space, Subtenant shall have three (3) days to give notice revoking the Subtenant Notice. (3) If the Proposed Sub-sublease Space is not subject to "recapture" under 18.E.2, Sublandlord shall have seven (760) days after receipt the date of Subtenant's Notice such Recapture Notice), unless Tenant shall deliver to notify Subtenant in writing of Sublandlord's election Landlord written notice withdrawing its request for consent to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall assign this Lease or enter into a lease on the proposed terms an conditions stated in Subtenant's Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within any such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease sublease within thirty (30) days after the date of Sublandlord's notice the Recapture Notice. If the Premises is recaptured by Landlord pursuant to Subtenantthis Section 19(d), Sublandlord Landlord and Tenant shall promptly execute a termination agreement for the purpose of setting forth the termination date and prorating the Base Rent and other charges to such date. If Landlord does not elect to recapture as set forth above, Tenant may enter into a valid assignment or sublease with respect to the Premises, provided that Landlord consents to the same pursuant to this Section 19; provided, further, that (i) such assignment or sublease is executed within ninety (90) days after Landlord has given Landlord’s consent, (ii) Tenant pays all amounts then owed to Landlord under this Lease, and (iii) no Event of Default shall be deemed to have waived its right to lease outstanding as of the Proposed Sub-Sublease Space at such time and Subtenant shall have effective date of the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's Notice without further notice to Sublandlordassignment or sublease.

Recapture Rights. (1A) If at any time during Subject to the Term terms of this SubleaseSection 12.10, Subtenant desires if (x) Tenant proposes to sub-sublease all or a portion of the Premises consisting of one floor or more in the Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of 12.6 hereof, or (y) Tenant proposes to assign this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this SubleaseLease pursuant to Section 12.8 hereof, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant then Landlord shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six either (6i) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election to terminate this Sublease with respect Lease (the option described in this clause (i) being referred to such Sub-Sublease Spaceherein as a "Recapture Termination"), Subtenant shall have three or (3ii) days to give notice revoking (A) sublease the Subtenant Notice. (3) If the Proposed Sub-sublease Space is not subject to "recapture" under 18.E.2, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to lease the Proposed Sub-Sublease Space Premises from Tenant on the terms stated and subject to the conditions set forth in Subtenantthe Sublease Statement (the option described in this clause (ii)(A) being referred to herein as a "Recapture Sublease"), or (B) take Tenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease interest in this Lease by assignment on the proposed terms an and subject to the conditions stated set forth in Subtenant's Noticethe Assignment Statement (the option described in this clause (ii)(B) being referred to herein as a "Recapture Assignment"), as the case may be. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant Landlord shall have the right to lease elect a Recapture Termination, or a Recapture Sublease or a Recapture Assignment (as the Proposed Sub-Sublease Space case may be), only by giving notice thereof to Tenant on or prior to the third party fifteenth (15th) day after the date when Tenant gives to Landlord the Sublease Statement or the Assignment Statement (as the case may be). (B) Landlord shall specify in any such notice pursuant to which Landlord elects a Recapture Termination the date when this Lease shall terminate (which shall be no sooner than sixty (60) days, and no more then one hundred eighty (180) days, after the date when Landlord gives such notice to Tenant). If Landlord exercises such right to terminate this Lease, then this Lease shall expire on substantially the aforesaid termination date designated by Landlord, and accordingly, on or prior to such date, Tenant shall vacate the Premises and deliver possession thereof to Landlord in accordance with the terms stated hereof that govern Tenant's obligation in Subtenantrespect thereof at the expiration or earlier termination of the Tenn. (C) Subject to the terms of this Section 11.10(C), if Landlord elects a Recapture Sublease pursuant to this Section 12.10, then Tenant shall demise and sublease to Landlord (or Landlord's Notice designee), and Landlord (or Landlord's designee) shall hire and take from Tenant, the Premises, for the rental and for the term set forth in the Sublease Statement and otherwise on the same terms set forth in this Lease. If Tenant's proposal to sublease as set forth in the Sublease Statement contemplated that Tenant would provide the proposed subtenant with a work allowance (or work performed by or on behalf of Tenant in lieu thereof or in addition thereto), a free rent period, or other similar inducements or concessions, then Landlord shall have the right to either (x) reduce the rental due from Landlord or Landlord's designee to Tenant by reason of the Recapture Sublease by an equitable amount to reflect that the Recapture Sublease does not require Tenant to provide such inducements or concessions to Landlord, or (y) require Tenant to provide such inducements or concessions to Landlord or Landlord's designee under the Recapture Sublease. Landlord shall have the right to further sublease the Premises (in whole or in part) or assign Landlord's interest under such sublease, in each case without further notice Tenant's approval. Landlord shall have no obligation to Sublandlordmake any payments to Tenant on account of any profit derived by Landlord from any such sublease or assignment. Landlord shall have the right to perform or to permit to be performed alterations in the Premises, without Tenant's approval (it being agreed, however, that Tenant shall have no obligation, upon the expiration or earlier termination of the Term, to remove any such alterations performed in the Premises). Landlord shall have no obligation to remove any such alterations upon the expiration or earlier termination of the Recapture Sublease. Landlord (or Landlord's subtenants or assignees) shall have the right to use the Premises under a Recapture Sublease for any lawful purpose. If Landlord elects a Recapture Sublease, then Tenant shall execute and deliver to Landlord (or Landlord's designee), and Landlord shall execute and deliver (or shall cause Landlord's designee to execute and deliver) to Tenant, a sublease prepared by or on behalf of Landlord providing therefor, in accordance with the provisions of this Section 12.10(C), as promptly as reasonably practicable after Landlord elects such Recapture Sublease. Landlord acknowledges that a default by Landlord (or Landlord's designee) under a Recapture Sublease, or the exercise by Landlord or Landlord's designee of its rights under a Recapture Sublease, shall not constitute a default by Tenant hereunder. (D) Subject to the terms of this Section 12.10(D), if Landlord elects a Recapture Assignment, then Tenant shall assign to Landlord or Landlord's designee, promptly after the date when Landlord elects the Recapture Assignment, the interest of the tenant hereunder, free and clear of all liens and encumbrances, pursuant to an instrument prepared by Landlord that is in accordance with the provisions of this Section 12.10(D). Landlord and Tenant acknowledge that Tenant's assignment of the tenant's interest under this Lease to Landlord or Landlord's designee shall not constitute a merger of Landlord's estate as landlord hereunder with the estate of the tenant hereunder. Simultaneously with the consummation of such assignment Landlord shall pay (or shall cause to be paid) to Tenant an amount equal to the net consideration (if any) that Tenant would have received from the

Recapture Rights. Landlord shall have the option, to be exercised by Notice to Tenant prior to expiration of the Review Period, to (1a) terminate this Lease effective as of the commencement date of the proposed Transfer (provided, that if the proposed Transfer is a sublease, such termination shall be limited to the area of the Premises proposed to be sublet); or (b) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease or the Premises that Tenant proposes to Transfer, on the same terms and conditions as stated in the proposed Transfer agreement, and no such subleasing or assignment to Landlord shall work a merger. If Landlord makes an election described under clause (a) or (b) above (a “Recapture Right”), then Landlord shall have the right (but not the obligation) to negotiate directly with the proposed Transferee and to enter into any agreement with such party on such terms as may be acceptable to Landlord in its sole discretion, and Tenant waives any and all Claims against Landlord related thereto. Notwithstanding anything in the foregoing to the contrary, Tenant may, at any time during prior to the Term commencement of this SubleaseTenant’s marketing efforts for any sublease or assignment transaction, Subtenant desires provide Notice to sub-sublease Landlord of the type of assignment or subletting transaction that Tenant intends to enter into with a prospective Transferee (including, without limitation term, amount of space and genera] rental rates) (collectively, the “Transfer Parameters”), and request that Landlord, at that time, commit to whether Landlord intends to exercise its Recapture Right with respect to such a transaction or not. Within twenty (20) days from the date of Tenant’s Notice of the Transfer Parameters, Landlord will indicate in writing to Tenant whether or not Landlord will exercise its Recapture Right with respect to all or a any portion of the Premises consisting of one floor or more in the Building subject to Tenant’s Notice. If Landlord elects to exercise its Recapture Right, Landlord’s election shall be deemed final and binding on Tenant unless Tenant, within five (the "Proposed Sub-Sublease Space"5) to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this Sublease, Sublandlord shall have seven (7) business days after receipt of Subtenant's Landlord’s Notice, rescinds its original Notice to notify Subtenant Landlord of Tenant’s intent to enter into an assignment or subletting transaction in writing of Sublandlord's election accordance with the Transfer Parameters. If Landlord does not elect to terminate this Sublease with respect to the Proposed Sub-Sublease Space. Ifexercise its Recapture Right within said twenty (20) day period, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord Landlord shall be deemed to have waived its right to recapture elect the Proposed Sub-Sublease Space at such time Recapture Right as to any assignment or subletting transaction satisfying the Transfer Parameters and Subtenant shall have for which Tenant, during the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six (6) months remain of the term of the Sublease month period after expiration of the sub-sublease. If Sublandlord gives notice of its Landlord’s election or deemed election to terminate not exercise its Recapture Right in accordance with this Sublease Section 13.5, seeks Landlord’s prior consent under Section 13.3, and Landlord’s rights with respect to any such Sub-Sublease Spaceproposed transaction shall be limited to Landlord’s rights under this Article 13.3, Subtenant shall have three (3) days without giving effect to give notice revoking the Subtenant Notice. (3) If the Proposed Sub-sublease Space is not subject terms of this Section 13.5. The rights granted Tenant hereunder to "recapture" under 18.E.2, Sublandlord shall have seven (7) days after receipt of Subtenant's send a Notice to notify Subtenant in writing of Sublandlord's election Landlord with proposed Transfer Parameters and to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire be able to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on Transfer without triggering Landlord’s Recapture Right are personal to the proposed terms an conditions stated in Subtenant's Notice. Ifnamed Tenant under this Lease and any Transferee under a Permitted Transfer, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease of no further effect following any other Transfer by any of the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's Notice without further notice to Sublandlordforegoing Tenant parties.

Recapture Rights. (1) . If at any time during the Term of this Sublease, Subtenant desires to sub-sublease all or a portion of the Premises consisting of one floor or more in the a Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for such sub-sublease if such Subtenant's Notice is given pursuant to Section 18E.3 of this Sublease. (2) . If such proposed sub-sublease is for substantially the balance of the term of this Sublease and Subtenant has not entered into a direct lease with Landlord to take effect upon expiration of this Sublease, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provisionsection, for "substantially the balance of the term of this Sublease" shall mean that less than six (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election to terminate this terminates the Sublease with respect to such Sub-Sublease Spaceany portion of the Premises pursuant to this section, Sublandlord and Subtenant shall have three (3) days enter into an amendment to give notice revoking the Subtenant Noticethis Sublease to equitably allocate maintenance, parking, and other rights and responsibilities based upon a lease of a "multi-tenant" building. (3) . If Subtenant has not entered into a direct lease with Landlord to take effect upon expiration of this Sublease and the Proposed Subproposed sub-sublease Space is not subject to "recapture" under 18.E.2for substantially the balance of the term of this Sublease, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Subtenant's Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's Notice without further notice to Sublandlord. If Subtenant negotiates sub-sublease terms materially more favorable (e.g., the effective rent is more than eight percent (8%) lower), Subtenant shall be required to submit the more favorable terms to Sublandlord. Sublandlord shall have three (3) business days to reject or submit the more favorable terms, and the provisions of this section regarding acceptance or rejection then apply.

Recapture Rights. (1) If at any time during the Term of this Sublease, Subtenant desires to sub-sublease all or a portion of the Premises consisting of one floor or more in the Building (the "“Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F”), Subtenant shall notify Sublandlord of its intention ("“Subtenant's ’s Notice"”), including proposed terms and conditions for such sub-sublease if such Subtenant's ’s Notice is given pursuant to Section 18E.3 18.E.3 of this Sublease. (2) If such proposed sub-sublease is for substantially the balance of the term of this Sublease, Sublandlord shall have seven (7) days after receipt of Subtenant's ’s Notice to notify Subtenant in writing of Sublandlord's ’s election to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's ’s election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "“substantially the balance of the term of this Sublease" ” shall mean that less than six (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election to terminate this Sublease with respect to such Sub-Sublease Space, Subtenant shall have three (3) days to give notice revoking the Subtenant NoticeSublease. (3) If the Proposed Sub-sublease Space is not subject to "“recapture" ” under 18.E.219.E.2, Sublandlord shall have seven (7) days after receipt of Subtenant's ’s Notice to notify Subtenant in writing of Sublandlord's ’s election to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's ’s Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's ’s desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Subtenant's ’s Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's ’s election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's ’s notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's ’s Notice without further notice to Sublandlord.

Recapture Rights. (1) If at Tenant requests Landlord's consent to any time during the Term assignment of this SubleaseLease, Subtenant desires any subletting all or substantially all of the Premises, any subletting of all or substantially all of Suite 400 or any subletting of all or substantially all of Suite 300, Landlord will have the right, as provided in Section 9.03(c), to sub-sublease terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned effective as of the date Tenant proposes to sublet or assign all or less than all of the Premises. Landlord's right to terminate this Lease as to less than all of the Premises proposed to be sublet or assigned will not terminate as to any future additional subletting or assignment as a result of Landlord's consent to a subletting of less than all of the Premises or Landlord's failure to exercise its termination right with respect to any subletting or assignment. Landlord will exercise such termination right, if at all, by giving written notice to Tenant within thirty (30) days of receipt by Landlord of the financial responsibility information required by this Article IX. Tenant understands and acknowledges that the option, as provided in this Article IX, to terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned rather than approve the subletting or assignment of all or a portion of the Premises, is a material inducement for Landlord's agreeing to lease the Premises consisting of one floor or more in to Tenant upon the Building (the "Proposed Sub-Sublease Space") to an entity other than a Subtenant Affiliate as defined in Section 18F, Subtenant shall notify Sublandlord of its intention ("Subtenant's Notice"), including proposed terms and conditions for herein set forth. In the event of any such sub-sublease if such Subtenant's Notice is given pursuant termination with respect to Section 18E.3 less than all of this Sublease. (2) If such proposed sub-sublease is for substantially the Premises, the cost of segregating the recaptured space from the balance of the term of Premises will be paid by Tenant and Tenant's future monetary obligations under this Sublease, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice Lease will be reduced proportionately on a square footage basis to notify Subtenant in writing of Sublandlord's election correspond to terminate this Sublease with respect to the Proposed Sub-Sublease Space. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to terminate this Sublease, Sublandlord shall be deemed to have waived its right to recapture the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party without further notice to Sublandlord. For purposes of this provision, for "substantially the balance of the term of this Sublease" shall mean that less than six (6) months remain of the term of the Sublease after expiration of the sub-sublease. If Sublandlord gives notice of its election Premises which Tenant continues to terminate this Sublease with respect to such Sub-Sublease Space, Subtenant shall have three (3) days to give notice revoking the Subtenant Noticelease. (3) If the Proposed Sub-sublease Space is not subject to "recapture" under 18.E.2, Sublandlord shall have seven (7) days after receipt of Subtenant's Notice to notify Subtenant in writing of Sublandlord's election to lease the Proposed Sub-Sublease Space on the terms stated in Subtenant's Notice. If Sublandlord notifies Subtenant within such seven-day period of Sublandlord's desire to lease the Proposed Sub-Sublease Space, Subtenant and Sublandlord shall enter into a lease on the proposed terms an conditions stated in Subtenant's Notice. If, however, Sublandlord fails to notify Subtenant of Sublandlord's election to lease the Proposed Sub-Sublease Space within such seven-day period or, if Subtenant and Sublandlord, through no fault of Subtenant, fail to execute a lease within thirty (30) days after the date of Sublandlord's notice to Subtenant, Sublandlord shall be deemed to have waived its right to lease the Proposed Sub-Sublease Space at such time and Subtenant shall have the right to lease the Proposed Sub-Sublease Space to the third party on substantially the terms stated in Subtenant's Notice without further notice to Sublandlord.