Common use of Landlord’s Right of Recapture Clause in Contracts

Landlord’s Right of Recapture. If Tenant intends to sublease any portion of the Premises or assign this Lease, then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises.

Landlord’s Right of Recapture. If This subsection (C) shall not apply to Permitted Transfers. Tenant intends shall, by written notice in the form specified in the following sentence, advise Landlord of Tenant’s intent on a stated date to sublease Transfer any portion part or all of the Premises or assign this Leaseits interest therein for the balance or any part of the Term, then Tenant and, in such event, Landlord shall give have the right, to be exercised by giving written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty Tenant within ten (3010) business days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or space described in Tenant’s notice and such portion thereofrecapture notice shall, as the case may beif given, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall cancel and terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated space therein described as of the date stated in Tenant’s notice. If Tenant’s notice shall cover all of termination the space hereby demised, and Landlord shall elect to give the aforesaid recapture notice with respect thereto, then the Term shall expire and end on the date stated in Tenant’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Base Rent and additional Rent then in effect shall be abated following adjusted on the termination as basis of the number of rentable square feet retained by Tenant in proportion to the surrendered Rental areaoriginal rentable area of the Premises, and (y) this Lease as so amended shall continue thereafter in full force and effect. If Landlord, at Landlordupon receiving Tenant’s sole cost and expensenotice that it intends to sublet or assign any such space, shall construct Building standard demising walls not exercise its right to separate recapture the space described in Tenant’s notice, Landlord will, as hereinabove provided, determine whether to approve Tenant’s request to sublet or assign the space covered by its notice. In the event that Landlord exercises its recapture rights under this paragraph, Tenant may retract its request for consent to transfer by written notice to Landlord within ten (10) business days following Landlord’s delivery of its recapture notice, thus voiding such partial termination from the remaining part of the Premisesrecapture by Landlord and such transfer by Tenant.

Landlord’s Right of Recapture. If Notwithstanding anything hereinabove set forth, any request by Tenant intends for Landlord’s consent to sublease any portion an assignment of the Premises lease or assign this Lease, then Tenant shall give written notice a sublease of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture greater than fifty (50%) percent of the Premises, in the aggregate (except to a Related Entity) shall clearly set forth the proposed terms of such proposed assignment or the portion of the Premises covered by such sublease, as the case may be. sublease and shall constitute Tenant’s offer to cancel this Lease. Landlord may accept such offer by notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within Tenant within thirty (30) days after Landlord’s receipt thereof, in which event, this Lease shall terminate as of Tenant’s noticethe end of the month following the month in which such notice is sent (with the same effect as if such date were the date fixed herein for the natural expiration of the Term), Landlord may at its sole option elect Base Rent and Additional Rent shall be apportioned to recapture such date, Tenant shall surrender the Premises or on such portion thereofdate as herein provided, as and subject to payment of required lease adjustments, the case may be, by giving Tenant written notice thereofparties shall thereafter have no further liability one to the other. If Landlord exercises its optionfails to send such notice, Tenant shall notify Tenant, within twenty (20) days after the prospective subtenant or assignee expiration of Landlord’s electionsuch thirty (30) day period, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of may assign this Lease with respect to or sublet the Premises or such applicable portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, proposed assignee or subtenant and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate upon the space covered by terms specified in such partial termination from the remaining part of the Premisesrequest.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion of the Premises or assign this Lease, in either situation, in a Non-Related Entity Transfer, then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty fifteen (3015) business days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental areaArea, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls and perform such other acts as are necessary to separate the space covered by such partial termination from the remaining part of the Premises.

Landlord’s Right of Recapture. If the Tenant intends to sublease any portion of the Premises or assign this Lease, which subletting or assignment requires the Landlord consent under Section 14.1, then the Tenant shall give written notice of such intent to the Landlord, which notice shall constitute an offer to the Landlord to recapture the Premises, Premises or the portion of the Premises covered by such sublease, as the case may be. The Tenant’s notice to the Landlord shall identify the specific “Rental Area” rentable area of the Premises to be subleased (the “Rentable Area”) or indicate that the Lease is to be assigned, assigned and the proposed date of commencement and termination of the sublease or the effective date for the assignment, assignment and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after the Landlord’s receipt of the Tenant’s notice, the Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving the Tenant written notice thereof. If the Landlord exercises its option, the Tenant shall notify the prospective subtenant or assignee of the Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, the Landlord and shall surrender the space to the Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.514.1, (x) the Rental Rentable Area of the Premises shall be adjusted, adjusted and the base rent Base Rent and additional rent Additional Rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and Rentable Area (y) the Tenant shall pay the Landlord the then unamortized TI Rent attributable to the surrendered Rentable Area and (z) the Landlord, at the Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises. Notwithstanding the foregoing, if the Landlord elects to recapture the Premises or such portion thereof, as the case may be, Tenant may, within five (5) business days after Tenant’s receipt of Landlord’s election notice, cancel its request by written notice to Landlord, in which event such request shall be deemed null and void and there shall be no such recapture by the Landlord.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion of the Premises or assign this Leaseshall, then Tenant shall give by written notice in the form specified in the following sentence, advise Landlord of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord intention on a stated date (which shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to not be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within less than thirty (30) days after Landlorddate of Tenant’s notice) to sublet, assign, mortgage or otherwise Transfer any part or all of the Premises or its interest therein for the balance or any part of the Term, and, in such event, except in the event of a Permitted Transfer, Landlord shall have the right, to be exercised by giving written notice to Tenant within ten (10) business days after receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or space described in Tenant’s notice and such portion thereofrecapture notice shall, as the case may beif given, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall cancel and terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated space therein described as of the date stated in Tenant’s notice. If Tenant’s notice shall cover all of termination the space hereby demised, and Landlord shall elect to give the aforesaid recapture notice with respect thereto, then the Term shall expire and end on the date stated in Tenant’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Base Rent and Adjustments then in effect shall be abated following adjusted on the termination as basis of the number of rentable square feet retained by Tenant in proportion to the surrendered Rental areaoriginal Rentable Area of the Premises, and (y) this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other required modifications to physically separate the portion of the Premises remaining subject to this Lease from the rest of the Premises. If Landlord, at Landlordupon receiving Tenant’s sole cost and expensenotice that it intends to sublet or assign any such space, shall construct Building standard demising walls not exercise its right to separate recapture the space described in Tenant’s notice, Landlord will, as hereinabove provided, determine whether to approve Tenant’s request to sublet or assign the space covered by such partial termination from the remaining part of the Premisesits notice.

Landlord’s Right of Recapture. If In the event Tenant intends requests Landlord’s consent to assign the Lease or sublease any portion a full floor or more of the Premises or assign this Leasefor a period of time that is coterminous with the Lease Term (including any exercised Renewal Term(s)), then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify have the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect right to recapture the Premises or such portion thereofthereof proposed to be sublet or assigned (the “Recapture Space”). Landlord shall have no recapture rights with regard to (i) the sublease of less than a full floor, (ii) any sublease or assignment that is for a term expiring prior to the natural expiration date of this Lease, as extended pursuant to any exercised Renewal Term(s), or (iii) any sublease or assignment to an Affiliate of Tenant, any corporation that acquires substantially all of the case may beassets of Tenant, any corporation into which Tenant is merged and any corporation resulting from a consolidation of Tenant with some other corporation. Landlord shall have a period of fifteen (15) days following receipt of a notice from Tenant of its intent to sublet or assign the Recapture Space, to exercise Landlord’s right to recapture the Recapture Space. Landlord shall exercise its right to recapture the Recapture Space by giving Tenant providing written notice thereofto Tenant prior to the expiration of the aforesaid fifteen (15) day period. If Tenant does not receive a notice from Landlord exercising its recapture rights set forth herein within such fifteen (15) day period, then Landlord shall be deemed to have waived Landlord’s right to recapture the Recapture Space. In the event Landlord exercises its optionright to recapture the Recapture Space, Tenant shall notify have a period of ninety (90) days (or the prospective subtenant date upon which the assignment or assignee sublet was proposed to begin, whichever is greater) to surrender the Recapture Space to Landlord in accordance with the terms and conditions of LandlordSection 21.1. Upon Tenant’s electionsurrender of the Premises, (i) Tenant shall terminate be released from its obligations under this Lease for the agreement remainder of the Term (including any exercised Renewal Term(s)) as they relate to the Recapture Space only, including, without limitation, Tenant’s obligation to pay Base Rent and Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating Expenses as they relate to Recapture Space only, and (ii) Landlord shall pay all leasing commissions, tenant improvement allowances and other costs associated with such prospective subtenant or assignee re-leasing the Recapture Space and all costs associated with demising the Recapture Space for separate occupancy. Landlord shall be required to separately demise the Recapture Space from the remainder of the Premises, if so directed by Landlordnot already separately demised, and shall surrender the space accomplish same with minimal disturbance to Tenant. Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease shall coordinate its activities with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the PremisesTenant.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion more than 50% of the Premises or assign this LeaseLease to an entity other than an Affiliate, then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease as of the commencement date set forth in the proposed sublease or assignment with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental areaArea, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises.

Landlord’s Right of Recapture. If In the event Tenant intends requests Landlord’s consent to assign the Lease or sublease any portion a full floor or more of the Premises or assign this Leasefor a period of time that is coterminous with the Lease Term (including any exercised Renewal Term(s)), then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify have the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect right to recapture the Premises or such portion thereofthereof proposed to be sublet or assigned (the “Recapture Space”). Landlord shall have no recapture rights with regard to (i) the sublease of less than a full floor, (ii) any sublease or assignment that is for a term expiring prior to the natural expiration date of this Lease, as extended pursuant to any exercised Renewal Term(s), or (iii) any sublease or assignment to an Affiliate of Tenant, any corporation that acquires substantially all of the case may beassets of Tenant, any corporation into which Tenant is merged and any corporation resulting from a consolidation of Tenant with some other corporation. Landlord shall have a period of fifteen (15) days following receipt of a notice from Tenant of its intent to sublet or assign the Recapture Space, to exercise Landlord's right to recapture the Recapture Space. Landlord shall exercise its right to recapture the Recapture Space by giving Tenant providing written notice thereofto Tenant prior to the expiration of the aforesaid fifteen (15) day period. If Tenant does not receive a notice from Landlord exercising its recapture rights set forth herein within such fifteen (15) day period, then Landlord shall be deemed to have waived Landlord’s right to recapture the Recapture Space. In the event Landlord exercises its optionright to recapture the Recapture Space, Tenant shall notify have a period of ninety (90) days (or the prospective subtenant date upon which the assignment or assignee sublet was proposed to begin, whichever is greater) to surrender the Recapture Space to Landlord in accordance with the terms and conditions of LandlordSection 21.1. Upon Tenant’s electionsurrender of the Premises, (i) Tenant shall terminate be released from its obligations under this Lease for the agreement remainder of the Term (including any exercised Renewal Term(s)) as they relate to the Recapture Space only, including, without limitation, Tenant’s obligation to pay Base Rent and Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating Expenses as they relate to Recapture Space only, and (ii) Landlord shall pay all leasing commissions, tenant improvement allowances and other costs associated with such prospective subtenant or assignee re-leasing the Recapture Space and all costs associated with demising the Recapture Space for separate occupancy. Landlord shall be required to separately demise the Recapture Space from the remainder of the Premises, if so directed by Landlordnot already separately demised, and shall surrender the space accomplish same with minimal disturbance to Tenant. Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease shall coordinate its activities with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the PremisesTenant.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion of the Premises or assign this Leaseshall, then Tenant shall give by written notice in the form specified in the following sentence, advise Landlord of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord intention on a stated date (which shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to not be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within less than thirty (30) days after Landlord’s receipt date of Tenant’s notice) to sublet, assign, mortgage or otherwise Transfer any part or all of the Premises or its interest therein for the balance or any part of the Term, and, in such event, Landlord may at its sole option elect shall have the right, to be exercised by giving written notice to Tenant within ten (10) business days after receipt of Xxxxxx’s notice, to recapture the Premises or space described in Xxxxxx’s notice and such portion thereofrecapture notice shall, as the case may beif given, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall cancel and terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated space therein described as of the date stated in Xxxxxx’s notice. If Xxxxxx’s notice shall cover all of termination the space hereby demised, and Landlord shall elect to give the aforesaid recapture notice with respect thereto, then the Term shall expire and end on the date stated in Xxxxxx’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Base Rent and Additional Rent then in effect shall be abated following adjusted on the termination as basis of the number of rentable square feet retained by Tenant in proportion to the surrendered Rental areaoriginal Rentable Area of the Premises, and (y) this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other required modifications to physically separate the portion of the Premises remaining subject to this Lease from the rest of the Premises. If Landlord, at Landlordupon receiving Xxxxxx’s sole cost and expensenotice that it intends to sublet or assign any such space, shall construct Building standard demising walls not exercise its right to separate recapture the space described in Tenant’s notice, Landlord will, as hereinabove provided, determine whether to approve Tenant’s request to sublet or assign the space covered by such partial termination from its notice. Notwithstanding the remaining part above, Xxxxxxxx’s right of the Premisesrecapture shall not apply to any entity Tenant desires to sublease to who may be a related or affiliated entity or entity with whom Tenant does mutual business activity.

Landlord’s Right of Recapture. If the Tenant intends to sublease any portion of the Premises or assign this Lease, which subletting or assignment requires the Landlord consent under Section 14.1, then the Tenant shall give written notice of such intent to the Landlord, which notice shall constitute an offer to the Landlord to recapture the Premises, Premises or the portion of the Premises covered by such sublease, as the case may be. The Tenant’s notice to the Landlord shall identify the specific “Rental Area” rentable area of the Premises to be subleased (the “Rentable Area”) or indicate that the Lease is to be assigned, assigned and the proposed date of commencement and termination of the sublease or the effective date for the assignment, assignment and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after the Landlord’s receipt of the Tenant’s notice, the Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving the Tenant written notice thereof. If the Landlord exercises its option, the Tenant shall notify the prospective subtenant or assignee of the Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, the Landlord and shall surrender the space to the Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.514.1, (x) the Rental Rentable Area of the Premises shall be adjusted, adjusted and the base rent Base Rent and additional rent Additional Rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and Rentable Area (y) the Tenant shall pay the Landlord the then unamortized TI Rent attributable to the surrendered Rentable Area and (z) the Landlord, at the Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises. Notwithstanding the foregoing, if the Landlord elects to recapture the Premises or such portion thereof, as the case may be, Tenant may, within five (5) business days after Xxxxxx’s receipt of Landlord’s election notice, cancel its request by written notice to Landlord, in which event such request shall be deemed null and void and there shall be no such recapture by the Landlord.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion If, during the term of the Premises or assign this Lease, Tenant fails or has elected not to operate the Rail Facility for a period of time equal to (a) two (2) years continuously, or (b) two (2) years, but occurring within a longer period of time (for example, whether such 2-year period is completed within seven hundred thirty-two (732) days or over a period of many years), then following the end of such 2‑year period of non-operation, and for so long as Tenant has not resumed operating the Rail Facility located on the Premises, Landlord shall give have the right to provide Tenant with written notice of such intent to Landlord, which notice shall constitute an offer to stating that Landlord has elected to recapture the PremisesPremises and terminate this Lease (the “Recapture Notice”). In such event, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is shall be deemed to be assigned, and have terminated as of the date of commencement and termination the Recapture Notice, as if such date were the date fixed for expiration of this Lease. Landlord shall promptly arrange to have the fair market value of the sublease or improvements located on the effective Premises determined by appraisal, shall have the appraisal completed within sixty (60) days of the date for on which the assignmentRecapture Notice is given, and shall include thereafter provide a copy of all of such appraisal to Tenant (the documents relating to such sublease or assignment“Appraisal Delivery Date”). Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as Appraisal Delivery Date (the case may be, by giving Tenant written notice thereof. If Landlord exercises its option“Response Date”), Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) that it is in agreement with the Rental Area fair market value set forth in Landlord’s appraisal, or (b) that it objects to the fair market value set forth in Landlord’s appraisal, in which event it shall provide its own determination of fair market value of the improvements, also as determined by appraisal, when it provides its objection by the Response Date. If Tenant is in agreement with the fair market value determined by Landlord’s appraisal or if Tenant fails to provide an objection by the Response Date, then the amount determined by Landlord’s appraisal shall be paid by Landlord to Tenant, in immediately available funds, within ten (10) days following the Response Date. If Tenant objects to the fair market value of the improvements as determined by Landlord’s appraisal and provides notice of such objection to Landlord on or before the Response Date, then within ten (10) days after the Response Date, each of the appraisers initially retained by Landlord and Tenant to make the determination as to the fair market value of the improvements shall appoint a third appraiser to act as arbitrator (the “Arbitrator”). The Arbitrator shall, within fifteen (15) days after his or her appointment, select as the fair market value of the improvements either the fair market value set forth in Landlord’s appraisal or the fair market value set forth in Tenant’s appraisal and inform both Landlord and Tenant, in writing, of such selection. The Arbitrator shall have no authority to average the appraised values, or to designate an amount other than the fair market value specified in either Landlord’s appraisal or Tenant’s appraisal. Within ten (10) days following the date on which the parties receive written notice of the Arbitrator’s selection, the amount selected as the fair market value of the improvements shall be paid by Landlord to Tenant, in immediately available funds. Following the payment by Landlord to Tenant applicable to the fair market value of the improvements, neither Landlord nor Tenant shall have any further rights under or obligations arising from this Lease. The appraisers retained to make a determination regarding the fair market value of the improvements located on the Premises shall each be adjusted, an MAI certified commercial real estate appraiser conducting business in the Anacortes/Skagit County industrial market and the base rent and additional rent shall be pro-rated having not less than ten (10) years active experience as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premisesan MAI commercial real estate appraiser.

Landlord’s Right of Recapture. If Tenant intends to sublease any portion If, during the term of the Premises or assign this Lease, Tenant fails or has elected not to operate the Marine Crude Storage Facility for a period of time (but not counting any period of time when the Refinery is not in operation) equal to (a) two (2) years continuously, or (b) a total of two (2) years within any 5-year period, then following the end of such 2-year period of non-operation, and for so long as Tenant has not resumed operating the Marine Crude Storage Facility located on the Premises, Landlord shall give have the right to provide Tenant with written notice of such intent to Landlord, which notice shall constitute an offer to stating that Landlord has elected to recapture the PremisesPremises and terminate this Lease (the “Recapture Notice”). In such event, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is shall be deemed to be assigned, and have terminated as of the date of commencement and termination the Recapture Notice, as if such date were the date fixed for expiration of this Lease. Landlord shall promptly arrange to have the fair market value of the sublease or improvements located on the effective Premises determined by appraisal, shall have the appraisal completed within sixty (60) days of the date for on which the assignmentRecapture Notice is given, and shall include thereafter provide a copy of all of such appraisal to Tenant (the documents relating to such sublease or assignment“Appraisal Delivery Date”). Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as Appraisal Delivery Date (the case may be, by giving Tenant written notice thereof. If Landlord exercises its option“Response Date”), Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) that it is in agreement with the Rental Area fair market value set forth in Landlord’s appraisal, or (b) that it objects to the fair market value set forth in Landlord’s appraisal, in which event it shall provide its own determination of fair market value of the improvements, also as determined by appraisal, when it provides its objection by the Response Date. If Tenant is in agreement with the fair market value determined by Landlord’s appraisal or if Tenant fails to provide an objection by the Response Date, then the amount determined by Landlord’s appraisal shall be paid by Landlord to Tenant, in immediately available funds, within ten (10) days following the Response Date. If Tenant objects to the fair market value of the improvements as determined by Landlord’s appraisal and provides notice of such objection to Landlord on or before the Response Date, then within ten (10) days after the Response Date, each of the appraisers initially retained by Landlord and Tenant to make the determination as to the fair market value of the improvements shall appoint a third appraiser to act as arbitrator (the “Arbitrator”). The Arbitrator shall, within fifteen (15) days after his or her appointment, select as the fair market value of the improvements either the fair market value set forth in Landlord’s appraisal or the fair market value set forth in Tenant’s appraisal and inform both Landlord and Tenant, in writing, of such selection. The Arbitrator shall have no authority to average the appraised values, or to designate an amount other than the fair market value specified in either Landlord’s appraisal or Tenant’s appraisal. Within ten (10) days following the date on which the parties receive written notice of the Arbitrator’s selection, the amount selected as the fair market value of the improvements shall be paid by Landlord to Tenant, in immediately available funds. Following the payment by Landlord to Tenant applicable to the fair market value of the improvements, neither Landlord nor Tenant shall have any further rights under or obligations arising from this Lease. The appraisers retained to make a determination regarding the fair market value of the improvements located on the Premises shall each be adjusted, an MAI certified commercial real estate appraiser conducting business in the Anacortes/Skagit County industrial market and the base rent and additional rent shall be pro-rated having not less than ten (10) years active experience as of the date of termination and shall be abated following the termination as to the surrendered Rental area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premisesan MAI commercial real estate appraiser.