Cancellation and Recapture. Notwithstanding Paragraph 10.1, Landlord may (but shall not be obligated to), within ten (10) business days after receipt of Tenant’s written request for Landlord’s consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or subject to an assignment of this Lease as of the date such proposed Transfer is proposed to be effective and, thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person or entity or not at all) without liability to Tenant. In the event Landlord does not elect to recapture the Premises, and instead approves the Tenant’s request for an assignment or sublease, any Rent to be charged to a subtenant greater than the Base Rent shall be immediately remitted to Landlord. In the event Landlord exercises the recapture rights, Landlord may also collect the pro-rata share of the unamortized Lease commission, Tenant Improvement and Rent Concession, if any, that relates to the Lease.

If Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not have terminated this Lease, as provided for in Section 7.02 hereof, then Landlord will not unreasonably withhold, delay or condition its consent to Tenant’s request for consent to such specific assignment or subletting for the use permitted under this Lease, provided that any such assignment or subletting shall # have a net effective rental that shall not be more favorable to such assignee or subtenant by more than ten percent (10%) of the net effective rental contained in Tenant’s Recapture Offer (taking into consideration all relevant terms of such assignment or sublease), # be for a term expiring on or approximately the same date designated in Tenant’s Recapture Offer and upon all of the material terms and conditions set forth in Tenant’s Recapture Offer (including, without limitation, the terms in Tenant’s Recapture Offer regarding the condition in which the Premises (or the applicable portion thereof) shall be delivered by Tenant and the terms relating to alterations and the cost thereof (if any), in each case, required to separately demise a portion of the Premises in the case of a subletting of less than the entire Premises), and # comply with all other applicable provisions of this Article 7 (and if the net effective rental and/or the term of such proposed subletting or assignment, as the case may be, vary from the net effective rental and/or the term contained in Tenant’s Recapture Offer beyond the variances set forth above, or if an assignment or sublease is not effected within twelve (12) months following the date upon which Tenant’s Recapture Offer is rejected (or deemed to have been rejected) by Landlord, then Tenant’s request for consent shall be deemed to constitute a new Tenant’s Recapture Offer to Landlord under the terms and conditions contained in the

Recapture. In the event that Tenant desires to effectuate either # a full assignment of this Lease or # a sublease of all or a portion of the Premises for all or substantially all of the remainder of the Term, in each case other than to an Affiliate or Permitted Transferee, or if Tenant shall cease to conduct business in the Premises for a continuous period exceeding six (6) months (other than due to fire, casualty, eminent domain, force majeure event as described in [Section 25.21] hereof, or due to Alterations by Tenant) (a “Cessation of Business”), Landlord shall have the right in its sole and absolute discretion to # in the case of an assignment or Cessation of Business, terminate this Lease with respect to the entire Premises (it being understood and agreed that Tenant’s Cessation of Business shall not be an Event of Default hereunder and that recapture of the Premises shall be Landlord’s sole and exclusive remedy in such event), or # in the case of a sublease, terminate this Lease with respect to the portion of the Premises proposed to be sublet (as applicable, the “Proposed Sublet Space”), by sending Tenant written notice of such termination within twenty-one (21) days after either # in the case of a proposed assignment or subletting for which Landlord is entitled to exercise termination rights hereunder, Landlord’s receipt of # Tenant’s Request Notice or # Tenant’s written notice describing the Proposed Sublet Space and a Proposed Sublease or Assignment Commencement Date (it being understood that no particular transaction or assignee/subtenant need be designated in such notice), or # in the case of a Cessation of Business, immediately after the same occurs. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then # Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord), and such space shall thereafter be deleted from the Premises, and # as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Rent and additional rent shall be reduced pro rata. In the event of a termination by Landlord due to a Cessation of Business, such termination shall take effect immediately. The cost of any Alterations required to permit the operation of the Proposed Sublet Space and to separate the Proposed Sublet Space from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder. In the case of an assignment or a cessation of Tenant’s business in the Premises, or if the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord). If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the termination shall be specified by Landlord in its notice of termination.