Common use of Exercise of Termination Right Clause in Contracts

Exercise of Termination Right. Tenant shall have the one-time right to terminate and cancel this Lease effective as of the first day of the eighty-fourth (84th) month of the Lease Term (the “Termination Date”), provided that, not later than fifteen (15) months prior to the Termination Date, Tenant delivers to Landlord (i) written notice (the “Termination Notice”) that Tenant intends to terminate this Lease pursuant to the terms of this Section 2.3, and (ii) cash in the amount of the “Termination Fee,” as that term is defined below, as consideration for such early termination. Upon Tenant’s delivery of the Termination Notice to Landlord, Tenant’s ability to first exercise any of Tenant’s rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take Space) and Section 2.2 (with respect to the Option Term), and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, shall automatically terminate and be of no further force and effect. As used in this Lease, the “Termination Fee” shall be equal to the sum of (x) the unamortized value as of the Termination Date of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount of principal being reduced each month, with interest at a rate of eight percent (8%), over the Lease Term, plus (y) six (6) times the monthly installment of Base Rent for the Premises during Lease Year 8. As used in this Lease, the “Lease Concessions” shall be equal to the sum of: (A) the amount of all tenant improvement allowances (including, without limitation, the Tenant Improvement Allowance) disbursed by Landlord in connection with this Lease and not reimbursed by Tenant; and (B) the amount of all real estate commissions paid to Tenant or any broker or brokerage company in connection with the consummation of this Lease. Within ten (10) days following delivery of a written request from Tenant given any time after the Lease Commencement Date, Landlord shall provide Tenant with its calculation of the amount of the Lease Concessions and/or the Termination Fee, as of the date of such request.

Exercise of Termination Right. Tenant shall have the one-time right to terminate and cancel this Lease effective as of the first day of the eighty-fourth (84th) month of the Lease Term (the “Termination Date”), provided that, not later than fifteen (15) months prior to the Termination Date, Tenant Xxxxxx delivers to Landlord (i) written notice (the “Termination Notice”) that Tenant intends to terminate this Lease pursuant to the terms of this Section 2.3, and (ii) cash in the amount of the “Termination Fee,” as that term is defined below, as consideration for such early termination. Upon Tenant’s delivery of the Termination Notice to Landlord, TenantXxxxxx’s ability to first exercise any of Tenant’s rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take Space) and Section 2.2 (with respect to the Option Term), and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, shall automatically terminate and be of no further force and effect. As used in this Lease, the “Termination Fee” shall be equal to the sum of (x) the unamortized value as of the Termination Date of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount of principal being reduced each month, with interest at a rate of eight percent (8%), over the Lease Term, plus (y) six (6) times the monthly installment of Base Rent for the Premises during Lease Year 8. As used in this Lease, the “Lease Concessions” shall be equal to the sum of: (A) the amount of all tenant improvement allowances (including, without limitation, the Tenant Improvement Allowance) disbursed by Landlord in connection with this Lease and not reimbursed by TenantXxxxxx; and (B) the amount of all real estate commissions paid to Tenant or any broker or brokerage company in connection with the consummation of this Lease. Within ten (10) days following delivery of a written request from Tenant given any time after the Lease Commencement Date, Landlord shall provide Tenant with its calculation of the amount of the Lease Concessions and/or the Termination Fee, as of the date of such request.

Exercise of Termination Right. Tenant shall have the one-time one (1)-time right to terminate and cancel this Lease effective as of anytime after the first last day of the eighty-fourth fifth (84th5th) month of Lease Year (the Lease Term (applicable date identified in the “Termination Notice” [defined below] shall be referred to herein as the “Termination Date”), provided that, not later than fifteen nine (159) months prior to the Termination Date, Tenant delivers to Landlord receives (i) written notice from Tenant (the “Termination Notice”) that Tenant intends is exercising its right to terminate this Lease pursuant to the terms of this Section 2.3, and (ii) cash in the amount of the “Termination Fee,” (as that term is defined belowhereinbelow), as consideration for such early termination. Upon Tenant’s delivery of the Termination Notice to Landlord, Tenant’s ability to first exercise any of Tenant’s rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take Space) and Section 2.2 (with respect to the Option Term), and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, shall automatically terminate and be of no further force and effect. As used in this Lease, the “Termination Fee” shall be equal to the sum of the-then remaining (x) the unamortized value as of the Termination Date Date) unamortized amount of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount sum of principal being reduced each month, with interest at a rate of eight percent the following: (8%), over i) the Lease Term, plus (y) six (6) times the monthly installment of “Base Rent for Abatement,” as that term is defined in Section 3.2 below, (ii) the Premises during Lease Year 8. As used Improvement Allowance, as more particularly set forth in Section 14 of the Summary and Exhibit B attached hereto, and (iii) the commission payable in connection with this Lease. For purposes of this Section 2.3.1, the “Lease Concessions” shall be equal to the sum of: (A) the amount of all tenant improvement allowances (including, without limitation, the Tenant Improvement Allowance) disbursed by Landlord Base Rent Abatement and commissions payable in connection with this Lease and not reimbursed by Tenant; (i.e., the foregoing items (i) and (Biii)) shall be amortized on a level payment basis over a period of eighty-eight (88) months, employing an interest factor of zero percent (0%) with payments to be made on the amount first (1st) day of all real estate commissions paid each month. The Improvement Allowance (i.e., the foregoing item (ii)) shall be amortized on a level payment basis (X) with respect to Tenant or any broker or brokerage company in connection the first fifty percent (50%) of the Improvement Allowance, over a period of time equal to ninety-six (96) months, employing an interest factor of seven percent (7%) per annum with the consummation payments to be made on the first (1st) day of this Lease. Within ten each month, and (10Y) days following delivery of a written request from Tenant given any time after with respect to the Lease Commencement Date, Landlord shall provide Tenant with its calculation remaining fifty percent (50%) of the amount Improvement Allowance, over a period of time equal to one hundred forty-four (144) months, employing an interest factor of seven percent (7%) per annum with the Lease Concessions and/or payments to be made on the Termination Fee, as first (1st) day of the date of such requesteach month.

Exercise of Termination Right. Tenant shall have the one-time right to terminate and cancel this Lease effective as of the first day of the eighty-fourth (84th) month of the Lease Term (the “Termination Date”), provided that, not later than fifteen (15) months prior to the Termination Date, Tenant delivers to Landlord (i) written notice (the “Termination Notice”) that Tenant intends to terminate this Lease pursuant to the terms of this Section 2.3, and (ii) cash in the amount of the “Termination Fee,” as that term is defined below, as consideration for such early termination. Upon Tenant’s delivery of the Termination Notice to Landlord, Tenant’s ability to first exercise any of Tenant’s rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take Space) and Section 2.2 (with respect to the Option Term), and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, shall automatically terminate and be of no further force and effect. As used in this Lease, the “Termination Fee” Fee “shall be equal to the sum of (x) the unamortized value as of the Termination Date of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount of principal being reduced each month, with interest at a rate of eight percent (8%), over the Lease Term, plus (y) six (6) times the monthly installment of Base Rent for the Premises during Lease Year 8. As used in this Lease, the “Lease Concessions” shall be equal to the sum of: (A) the amount of all tenant improvement allowances (including, without limitation, the Tenant Improvement Allowance) disbursed by Landlord in connection with this Lease and not reimbursed by Tenant; and (B) the amount of all real estate commissions paid to Tenant or any broker or brokerage company in connection with the consummation of this Lease. Within ten (10) days following delivery of a written request from Tenant given any time after the Lease Commencement Date, Landlord shall provide Tenant with its calculation of the amount of the Lease Concessions and/or the Termination Fee, as of the date of such request.

Exercise of Termination Right. Tenant shall have the one-time right to terminate and cancel this Lease effective as of the first day of the eighty-fourth thirteenth (84th13th) month of Lease Year or thereafter during the initial Lease Term (the “Termination Date”"TERMINATION DATE"), provided that, not later than fifteen twelve (1512) months prior to the Termination Date, Tenant delivers to Landlord receives (i) written notice from Tenant (the “Termination Notice”"TERMINATION NOTICE") that Tenant intends to terminate this Lease pursuant to the terms of this Section 2.3, and (ii) cash in the amount of the “"Termination Fee,” " as that term is defined below, as consideration for such early termination. Upon Tenant’s 's delivery of the Termination Notice to Landlord, Tenant’s ability to first exercise any all of Tenant’s 's rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take the First Offer Space) and Section 2.2 (with respect to the Option TermTerms), and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, shall automatically terminate and be of no further force and effecteffect regardless of whether this Lease thereafter shall be terminated in accordance with the terms of this Section 2.3. As used in this Lease, the “Termination Fee” "TERMINATION FEE" shall be equal to the sum of (x) the unamortized value "Unamortized Value as of the Termination Date Date," as that term is defined below, of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount of principal being reduced each month, with interest at a rate of eight percent (8%), over the Lease Term, plus (y) six (6) times the monthly installment of Base Rent for the Premises during Lease Year 8. As used in this Lease, the “Lease Concessions” "LEASE CONCESSIONS" shall be equal to the sum of: (A) the amount of all tenant improvement allowances costs (including, without limitation, the Tenant Improvement Allowance) disbursed expended by Landlord in connection with this Lease (other than amounts initially and not directly reimbursed by Tenant); and (B) any free rent, reduced rent or rent abatement granted to Tenant; (C) the amount of all real estate commissions paid to Tenant or any broker or brokerage company in connection with the consummation of this Lease; (D) any other monetary amounts paid by Landlord to Tenant or any other monetary concessions granted by Landlord to Tenant in connection with this Lease or the Premises, and (E) Landlord's deferred rent receivables. Within ten As used in this Lease, the "UNAMORTIZED VALUE AS OF THE TERMINATION DATE" of the applicable Lease Concessions shall be equal to the present value as of the Termination Date of the right to receive an annuity of monthly payments equal to the applicable "Monthly Amortization Amount," as determined below, on the first day of each month for the period commencing on the Termination Date and ending on the Lease Expiration Date, such present value to be determined using a discount factor equal to the future value interest factor described in item (10) days following delivery 2), below. As used in this Lease, the "MONTHLY AMORTIZATION AMOUNT" shall be determined in connection with the calculation of a written request from Tenant given any time after the Lease Commencement Datemissing component of an annuity, Landlord shall provide Tenant with its calculation of using: (1) the amount of the applicable Lease Concessions and/or as the Termination Feepresent value of such annuity; (2) the annual "Bank Prime Loan" rate cited in the Federal Reserve Statistical Release Publication G.13(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) (the "REFERENCE RATE") in effect as of the date of such requestthe disbursement of each of the applicable Lease Concessions, as the future value interest factor; (3) the number of months in the Lease Term as the number of monthly payments of the annuity; and (4) the Monthly Amortization Amount (the missing component) as the monthly payment amount under the annuity. For purposes of example only, assuming (x) a Termination Date on the first day of the thirteenth (13th) Lease Year, (y) a Tenant Improvement Allowance equal to $40.00 per Usable Square Foot of the Premises, and (z) 180,000 Rentable Square Feet in the Premises, the Termination Fee would be approximately $6,900,000.00.

Exercise of Termination Right. Tenant shall have the one-time right to terminate and cancel this Lease effective as of the first last day of the eightyninety-fourth first (84th91st) full calendar month of the Lease Term (the “Termination Date”), provided that, not later than fifteen nine (159) months prior to the Termination Date, Tenant delivers to Landlord receives (i) written notice from Tenant (the “Termination Notice”) that Tenant intends to terminate this Lease pursuant to the terms of this Section 2.3, which Termination Notice shall set forth the Termination Date, and (ii) cash in the amount of the “Termination Fee,” as that term is defined below, as consideration for such early termination. Upon Tenant’s delivery of the Termination Notice to Landlord, Tenant’s ability to first exercise any all of Tenant’s rights under Section 1.3 (with respect to the Expansion Space), Section 1.4 (with respect to Right of Availability), Section 1.5 (with respect to Must-Take Space) and Section 2.2 (with respect to the Option Term), ) and all of Tenant’s rights to any future “Lease Concessions,” as that term is defined below, Additional Tenant Improvement Allowance disbursements shall automatically terminate and be of no further force and effecteffect regardless of whether this Lease thereafter shall be terminated in accordance with the terms of this Section 2.3. As used in this Lease, the “Termination Fee” shall be equal to the sum of (xa) the unamortized value as of the Termination Date Date, the unamortized amount of the Lease Concessions, which amortization shall be calculated on a straight-line basis, resulting in an equal amount of principal being reduced each month, with interest at a rate of eight percent (8%), over the Lease Term, plus (y) six (6) times the monthly installment of Base Rent for the Premises during Lease Year 8. As used in this Lease, the “Lease Concessions” shall be equal to the sum of: (A) the amount of all tenant improvement allowances (including, without limitation, the Additional Tenant Improvement Allowance) disbursed Allowance expended by Landlord in connection with this Lease and not reimbursed by Tenant; Tenant (which amount shall be amortized with interest at (I) 9% per annum with respect to the “First Tier Additional Tenant Improvement Allowance,” as that term is defined in Section 2.1.2.1 of the Tenant Work Letter, over the number of months as set forth in sub-item (x) of Section 2.1.2.1 of the Tenant Work Letter, (II) 10% per annum with respect to the “Second Tier Additional Tenant Improvement Allowance,” as that term is defined in Section 2.1.2.2 of the Tenant Work Letter, over the number of months as set forth in sub-item (x) of Section 2.1.2.2 of the Tenant Work Letter, and (BIII) 11% per annum with respect to the “Third Tier Additional Tenant Improvement Allowance,” as that term is defined in Section 2.1.2.3 of the Tenant Work Letter, over the number of months as set forth in sub-item (x) of Section 2.1.2.3 of the Tenant Work Letter), and (b) an amount equal to six (6) month’s of all real estate commissions paid to Tenant the Base Rent and Tenant’s Share of Direct Expenses at the rental rate in effect (or any broker or brokerage company which would have been in connection with effect but for the consummation Tenant’s termination of this Lease. Within ten (10) days following delivery of a written request from Tenant given any time after the Lease Commencement Date, Landlord shall provide Tenant with its calculation of the amount of the Lease Concessions and/or the Termination Fee, as of the date of such requestsix (6) months following the Termination Date.