Recapture. If, after the Commencement Date, Master Landlord has a right to recapture under [Section 22.5] of the Master Lease and does actually recapture the Premises, then Sublandlord may terminate this Sublease, without liability, upon written notice to Subtenant and upon termination shall promptly return any sums prepaid by Subtenant in Rent or Additional Rent on a pro-rata basis from the date of termination to the Expiration Date. Sublandlord shall immediately give Subtenant written notice of any attempt by the Master Landlord to exercise its right to recapture. Upon receiving such notice, Subtenant will be free to contact the Master Landlord to discuss a direct leasing arrangement within the Premises.

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.

Usury Recapture. In the event the rate of interest chargeable under this Agreement at any time (calculated after giving effect to all items charged which constitute “interest” under applicable Legal Requirements, including fees and margin amounts, if applicable) is greater than the Maximum Rate, the unpaid principal amount of the Loans shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Loans equals the amount of interest which would have been paid or accrued on the Loans if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Loans, the total amount of interest paid or accrued under the terms of this Agreement and the Loans is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable Legal Requirements, pay the Administrative Agent for the account of ​ an amount equal to the difference between # the lesser of # the amount of interest which would have been charged on its Loans if the Maximum Rate had, at all times, been in effect and # the amount of interest which would have accrued on its Loans if the rates of interest set forth in this Agreement had at all times been in effect and # the amount of interest actually paid under this Agreement on its Loans. In the event ​ ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Loans, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower. In determining whether the interest contracted for, charged, or received by a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Legal Requirements, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Termination; Recapture. Notwithstanding anything to the contrary herein, Subtenant acknowledges that, under the Master Lease, Master Landlord, and as tenant under the Master Lease and sublandlord under this Sublease, Sublandlord, have certain termination and recapture rights, including, without limitation, in [[Sections 11, 13 and 14.4]4]4]]. Nothing herein shall prohibit Master Landlord or Sublandlord from exercising any such rights and neither Master Landlord nor Sublandlord (except to the extent due to a violation of this Sublease) shall have any liability to Subtenant as a result thereof.

Recapture for Non-Payment. Either party may cause the Reinsured Policies to be recaptured in full and this Agreement to be terminated as to all Reinsured Policies if the other party fails to pay any amounts due under this Agreement, other than amounts that are subject of a good faith dispute or an error or omission of the type specified in [Section 12.01], within thirty (30) calendar days following written notice of non-payment from the non-defaulting party. If the foregoing written notice of termination and recapture has been given by a party and such overdue amount plus applicable interest thereon is not paid to such party within thirty (30) calendar days following written notice of non-payment from the non-defaulting party, such failure to pay, mutatis mutandis, be deemed to constitute a Recapture Event under this Agreement and the Reinsurer and the Company shall pay to the other party any amounts due to such other party in accordance with [Section 11.03] (including, if applicable, any Recapture Fee payable by the Reinsurer to the Ceding Company). Subject to the requirements of [Section 11.03], including the payment and receipt of the amounts due thereunder, all reinsurance coverage under this Agreement shall terminate from and after ​ Mountain Time on the date on which such unpaid amount was originally due (such time, the “Recapture Effective Time” for purposes set forth in [Section 11.03]).

Recapture by Ceding Company. Each of the following shall constitute a “Recapture Event”:

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to # a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or # a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, # Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, # the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and # this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

“Recapture Fee” means, as of the Recapture Effective Date, the Initial Recapture Fee as amortized on a straight-line basis during the ten (10) year period beginning on the Closing Date, such that the Recapture Fee equals zero as of and following the tenth anniversary of the Closing Date.

(including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). With respect to any Tenant’s Recapture Offer given pursuant to [clause [(i) or (ii) above]e]] (i.e., any Tenant’s Recapture Offer that would allow Landlord to terminate the Lease with respect to all or any portion of the Premises, Tenant shall include in such Tenant’s Recapture Offer a list of all Recapture Surviving Subleases (as hereinafter defined). Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer or to terminate this Lease (as applicable and set forth above). If Landlord fails to respond within such thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord, which notice shall state in bold upper case letters at the top of the first page in which any such notice is sent as follows: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 4.02 OF THE LEASE, LANDLORD SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT UNDER SECTION 7.02 OF THE LEASE WITH RESPECT TO THIS APPLICABLE TENANT’S RECAPTURE NOTICE.” If Tenant shall have delivered such reminder notice to Landlord, and Landlord shall fail to respond to such reminder notice within five (5) Business Days after Landlord’s receipt of such reminder notice, then Landlord shall be deemed to have waived its rights to recapture the Premises (or the applicable portion thereof) pursuant to the applicable Tenant’s Recapture Offer (but the foregoing shall not be or be deemed a waiver of Landlord’s right (or Tenant’s obligation) with respect to any future Tenant’s Recapture Offer that is required to be given under this Lease).

In the event that the Company determines, in its sole and absolute discretion, that a Participant engaged in Detrimental Conduct, the Company may, in its sole and absolute discretion, # terminate such Participant’s participation in the Plan and/or # send a notice of recapture (a “Recapture Notice”) to such Participant in respect of any Final Award or Final Awards previously paid to such Participant, in which event the Participant shall within ten days after receiving such Recapture Notice from the Company deliver to the Company an amount in cash equal to the gross cash payment or payments to which such Recapture Notice relates.