Common use of Tenant’s Termination Option Clause in Contracts

Tenant’s Termination Option. Tenant shall have the conditional right to terminate this Lease as of the end of the seventh (7th) Lease Year of the initial Lease Term (“Termination Date”), subject to the following terms and conditions: Tenant shall exercise its right to terminate by giving Landlord at least two hundred seventy (270) days prior written notice thereof (“Tenant’s Termination Notice”). Upon Landlord’s receipt of Tenant’s Termination Notice, Landlord shall notify Tenant of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount (the “Termination Fee”) within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Termination Date. In the event Tenant’s Termination Notice is not given timely or Tenant does not timely pay the Termination Fee, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event Tenant has given Tenant’s Renewal Notice pursuant to Article IIIA or Tenant has exercised its right to lease any Expansion Area as provided in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s option, the Lease shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect.

Tenant’s Termination Option. Provided an Event of Default is not in existence as of the date of the Termination Notice and as of the Early Termination Date (as such terms are defined below), Tenant shall have the conditional right a one-time option to terminate this Lease (the "Termination Option") effective on the last day of the sixth (6th) Lease Year (the "Early Termination Date") by delivering written notice of such termination (the "Termination Notice") to Landlord not less than the last day of the fifth (5th) lease year, time being of the essence. Contemporaneously with its delivery of the Termination Notice, Tenant must also pay to Landlord, by certified or cashier's check or by wire transfer, a termination fee equal to $1,395,563.00, (which is the sum of all of Landlord's unamortized costs, including but not limited to Landlord's unamortized tenant improvements, leasing commissions and rent abatement (calculated at the rate of 12% per year) as of the end of the seventh (7th) Lease Year of the initial Lease Term (“Early Termination Date”), subject to the following terms and conditions: Tenant shall exercise its right to terminate by giving Landlord at least two hundred seventy (270) days prior written notice thereof (“Tenant’s Termination Notice”). Upon Landlord’s receipt of Tenant’s Termination Notice, Landlord shall notify Tenant of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount (the “Termination Fee”) within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Termination Date. In the event Tenant’s Termination Notice is not given timely or Tenant does not timely pay the Termination Fee, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event Tenant has given exercises its Termination Option, Tenant will vacate and surrender possession of the Premises to Landlord on or before the Early Termination Date in the manner required under this Lease. Any attempt by Tenant to exercise its Termination Option by any method, at any time or in any circumstances other than as specifically set forth in this Section 2.3 will be null and void and of no force or effect at the sole option and discretion of Landlord. The Termination Option is reserved solely to Tenant and will not inure to the benefit of any assignees, sublessees, transferees, successors and/or assigns of Tenant’s Renewal Notice . Notwithstanding any exercise of the Termination Option by Tenant pursuant to Article IIIA this Section 2.3, (i) Tenant shall remain liable to Landlord for any and all Base Rent, Additional Rent and/or any other amounts due from Tenant which accrue prior to the Early Termination Date but which become due on or Tenant has exercised its right to lease any Expansion Area as provided in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In after the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Early Termination Date, then, at Landlord’s option, and (ii) Landlord and Tenant shall each remain liable to the Lease shall not terminate on other for the performance of any and all of such party's respective obligations which accrue prior to the Early Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force but which become due on or effectafter the Early Termination Date.

Tenant’s Termination Option. 43.1 Tenant shall have the conditional right to may terminate this Lease as of the end last day of the seventh 126th month after the Rent Commencement Date (7th) Lease Year of the initial Lease Term (“Early Termination Date”), subject to provided that: (i) Tenant is not in default beyond the following terms expiration of any applicable notice or cure periods at the time the Early Termination Notice (defined below) is delivered and conditions: on the Early Termination Date (defined below); (ii) Tenant shall exercise its right contemporaneously exercises an option to terminate by giving any other lease with Landlord for premises in the Building; and (iii) Landlord has not otherwise terminated this Lease in accordance with any other provisions hereof. Landlord hereby grants to Tenant a one-time, non-recurring option (the “Early Termination Option”), exercisable only upon at least two hundred seventy twelve (27012) days months’ prior written notice thereof (the “Tenant’s Early Termination Notice”). Upon Landlord’s receipt of Tenant’s Termination Notice, Landlord shall notify Tenant to terminate this Lease, effective as of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount (the “Termination Fee”) within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Early Termination Date. In such event, the event Tenant’s Early Termination Notice is not given timely or Date shall be for all intents and purposes the date fixed for the expiration of the Term, and Tenant does not timely pay agrees to peacefully and quietly vacate and surrender the Leased Premises in accordance with the terms hereof on the Early Termination Date as if it were the Termination FeeDate set forth herein. Landlord may thereupon re-enter upon and take possession of the Leased Premises and every part thereof, then in either such event Tenant’s right to terminate under and have and enjoy the Demised Premises free, clear and discharged of this Article IIIB shall lapse Lease and be of no further force or effectall rights of Tenant hereunder. In the event Tenant has given exercises the Termination Option, the validity thereof shall be expressly conditioned upon its delivery together with the Early Termination Notice of a lump-sum early termination payment (the “Early Termination Payment”) equal to $1,640,371.94. Time is of the essence with respect to Tenant’s Renewal Notice pursuant exercise of the Early Termination Option. If Tenant fails to Article IIIA or Tenant has exercised its right to lease any Expansion Area timely exercise the Early Termination Option as provided for in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s optionArticle, the Lease Early Termination Option shall be deemed irrevocably waived by Tenant. The Early Termination Option granted herein shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effectapply in any Renewal Term provided for herein.

Tenant’s Termination Option. As long as the named Tenant is then in possession of all the Demised Premises under this Lease and provided there is no default which remains uncured at the time Landlord receives the “Termination Notice” (as defined below) or at anytime thereafter through the “Early Termination Date” (as defined below) (except to the extent Landlord, in, Landlord’s sole discretion, waives such condition), Tenant shall have the conditional one time right (the “Termination Right”), at Tenant’s sole discretion but with payment (as provided in this paragraph below), to terminate this the Lease as of at the end of the seventh (7th) Lease Year of (the initial Lease Term (“Early Termination Date”)) provided, subject to the following terms and conditions: Tenant shall exercise its right to terminate by giving (a) Landlord at least two hundred seventy (270) days prior receives written notice thereof (the “Tenant’s Termination Notice”). Upon Landlord’s receipt ) from Tenant no later than the end of Tenant’s the sixth (6th) Lease Year, time being of the essence, stating that Tenant is exercising the Termination Right, (b) Tenant pays to Landlord simultaneously with the Termination Notice, Landlord shall notify Tenant time being of the amount essence, fifty percent (50%) of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such a non-refundable amount (the “Early Termination FeePayment”) within thirty ), not as a penalty, equal to Two Hundred Fifteen Thousand Four Hundred One and 98/100s Dollars (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to$215,401.98), and not in lieu of(c) Tenant pays to Landlord simultaneously with the Termination Notice, time being of the essence, the rental payments unamortized amount of the costs incurred by Landlord for the (1) Reimbursement Work, and any other sums due and payable hereunder through (2) the fees Landlord paid the Brokers (collectively, the “Early Termination Date. In Costs”), based on the event Tenant’s Termination Notice is not given timely or Tenant does not timely pay number of months left in the Termination Fee, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be Term of no further force or effectthe Lease divided by the original Lease Term of one hundred twenty (120) months. In the event Tenant has given Tenant’s Renewal Notice pursuant timely and properly exercises the Termination Right then, in such event, and in addition to Article IIIA or those other Tenant has exercised its right obligations provided for in the Lease, (i) Tenant shall vacate and deliver the Demised Premises to lease any Expansion Area as provided Landlord free of all occupants and in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of good broom-clean condition no further force or effect. In the event there exists an event of default under this Lease later than 5:00 P.M. on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Early Termination Date, thentime being of the essence, failing which and in addition to any and all rights and remedies to which Landlord is entitled under the Lease, at law and/or in equity, Tenant shall also be liable to Landlord for damages (including, without limitation, all consequential damages, as well as all damages and/or costs and/or fines and/or payments Landlord may incur to a third party as a result of such failure), (ii) Tenant shall pay the remaining fifty percent (50%) of the Early Termination Payment not later than 5:00 P.M. on the Early Termination Date, time being of the essence, (iii) Tenant shall continue to be responsible for any and all indemnity obligations with respect to the Demised Premises as provided for under the Lease, as well as with respect to the acts or omissions of Tenant and/or Tenant’s employees, guests, invitees, licensees, agents and/or any other party or parties under any such party’s or parties’ reasonable control prior to the last to occur of the date upon which the Early Termination Date occurs or Tenant properly complies with the requirements set forth in subparagraphs (i) and (ii) directly above, and (iv) the Early Termination Payment and Early Termination Costs, once paid to Landlord’s option, shall belong exclusively to Landlord, shall be non-refundable to Tenant and, in no event shall Tenant ever receive a credit for, or return of, the Lease shall not terminate on Early Termination Payment or Early Termination Costs (or any portion thereof), it being expressly acknowledged that such payments are being made by Tenant in consideration of Landlord granting Tenant the Termination Date Right and Tenant’s right to terminate that no portion is, or shall be attributable to, annual Base Rent, Additional Rent and/or any other sum otherwise due and payable under the Lease. The terms of this Article IIIB Section shall lapse and be survive the expiration or termination of no further force or effectthe Lease.

Tenant’s Termination Option. A. On the conditions (which conditions Landlord may waive by written notice to Tenant at any time) that (i) Tenant is not in default of its covenants and obligations under the Lease after notice thereof and expiration of any applicable cure period, and (ii) Tenant has not assigned the Lease, other than to an Affiliated Entity or a Permitted Successor, both at the time that Tenant gives Tenant’s Termination Notice, as hereinafter defined, and as of the Effective Termination Date, as hereinafter defined, then Tenant shall have the conditional one-time right (“Termination Right”) to terminate this either (x) the Lease Term with respect to the entire Premises, or (y) the Lease Term solely with respect to one (1) or more full floors of the Premises (as applicable, the “Partial Premises”), effective as of the end last day of the seventh ninety-fourth (7th94th) Lease Year of full calendar month (plus the initial Lease Term partial month, if any, in which the Commencement Date occurs) after the Commencement Date (“Effective Termination Date”), subject to the following terms and conditions: Tenant shall exercise its right to terminate ) by giving Landlord at least two hundred seventy (270) days prior written notice thereof (“Tenant’s Termination Notice”)) on or before the date that is twelve (12) full calendar months prior to the Effective Termination Date, and by paying to Landlord the Termination Fee, as hereinafter defined. Upon Tenant’s Termination Notice shall specify whether the Termination Right is being exercised with respect to the entire Premises or a Partial Premises, and if a Partial Premises, the full floor(s) to which such Termination Right is being exercised; if Tenant’s Termination Notice fails to so specify, Tenant’s Termination Notice shall be deemed to apply to the entire Premises. Fifty percent (50%) of the Termination Fee shall be payable to Landlord concurrently with Tenant’s delivery to Landlord of Tenant’s Termination Notice, and the remaining fifty percent (50%) shall be payable to Landlord on or before the date on which Tenant vacates the Premises or Partial Premises, as applicable. Landlord, within thirty (30) days after Landlord’s receipt of Tenant’s Termination Noticewritten request therefor, Landlord shall notify provide Tenant with a reasonably detailed calculation of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount (the “Termination Fee”) within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Termination Date. In the event Tenant’s Termination Notice is not given timely or Tenant does not timely pay the Termination Fee, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event Tenant has given Tenant’s Renewal Notice pursuant to Article IIIA or Tenant has exercised its right to lease any Expansion Area as provided in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s option, the Lease shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect.

Tenant’s Termination Option. 43.1 Tenant shall have the conditional right to may terminate this Lease as of the end last day of the seventh 126th month after the Rent Commencement Date (7th) Lease Year of the initial Lease Term (“Early Termination Date”), subject to provided that: (i) Tenant is not in default beyond the following terms expiration of any applicable notice or cure periods at the time the Early Termination Notice (defined below) is delivered and conditions: on the Early Termination Date (defined below); (ii) Tenant shall exercise its right contemporaneously exercises an option to terminate by giving any other lease with Landlord for premises in the Building; and (iii) Landlord has not otherwise terminated this Lease in accordance with any other provisions hereof. Landlord hereby grants to Tenant a one-time, non-recurring option (the “Early Termination Option”), exercisable only upon at least two hundred seventy twelve (27012) days months’ prior written notice thereof (the “Tenant’s Early Termination Notice”). Upon Landlord’s receipt of Tenant’s Termination Notice, Landlord shall notify Tenant to terminate this Lease, effective as of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount (the “Termination Fee”) within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Early Termination Date. In such event, the event Tenant’s Early Termination Notice is not given timely or Date shall be for all intents and purposes the date fixed for the expiration of the Term, and Tenant does not timely pay agrees to peacefully and quietly vacate and surrender the Leased Premises in accordance with the terms hereof on the Early Termination Date as if it were the Termination FeeDate set forth herein. Landlord may thereupon re-enter upon and take possession of the Leased Premises and every part thereof, then in either such event Tenant’s right to terminate under and have and enjoy the Demised Premises free, clear and discharged of this Article IIIB shall lapse Lease and be of no further force or effectall rights of Tenant hereunder. In the event Tenant has given exercises the Termination Option, the validity thereof shall be expressly conditioned upon its delivery together with the Early Termination Notice of a lump-sum early termination payment (the “Early Termination Payment”) equal to $1,302,527.13. Time is of the essence with respect to Tenant’s Renewal Notice pursuant exercise of the Early Termination Option. If Tenant fails to Article IIIA or Tenant has exercised its right to lease any Expansion Area timely exercise the Early Termination Option as provided for in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s optionArticle, the Lease Early Termination Option shall be deemed irrevocably waived by Tenant. The Early Termination Option granted herein shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effectapply in any Renewal Term provided for herein.

Tenant’s Termination Option. In the event that (i) Landlord does not provide an Availability Notice to Tenant on or before the last day of the Expansion Space Search Period and Tenant thereafter delivers to Landlord a fully-executed lease pursuant to which Tenant shall lease, at market rental rates, at least 14,000 rentable square feet of office space within ten (10) miles of the Premises which is comparable to the Premises, (ii) all or substantially all of Tenant’s assets and/or stock are acquired by a third-party entity that is not an affiliate of Tenant or (iii) neither Tenant nor any affiliate of Tenant is conducting business in the Raleigh/Durham, North Carolina area (each, a “Termination Trigger Event”), then, Tenant shall have the conditional right to terminate this Lease as of the end of the seventh (7th) Lease Year of the initial Lease Term (“Termination Date”)Lease, subject to the following terms and conditions: conditions set forth in this Paragraph 10. If a Termination Trigger Event occurs, Tenant shall may exercise its right such option to terminate the Lease by giving delivering to Landlord at least two hundred seventy (270) days prior an irrevocable written notice thereof (“Tenant’s Termination Notice”). Upon Landlord’s receipt of Tenant’s Termination Notice, Landlord shall notify Tenant of the amount of the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant shall pay such amount termination (the “Termination FeeNotice”) within thirty at least three (303) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option months prior to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, the rental payments and any other sums due and payable hereunder through the Termination DateDate (hereinafter defined), which Termination Notice shall contain evidence reasonably satisfactory to Landlord that a Termination Trigger Event has occurred. In the event that Tenant delivers a Termination Notice to Landlord that complies with the terms of this Paragraph 10, and provided Tenant is not in default of its obligations under the Lease, either at the time it delivers the Termination Notice to Landlord or at any time between such date and the Termination Date, the Lease shall terminate as of the Termination Date, provided that Tenant has fulfilled all of the conditions set forth in this Paragraph 10. As used herein, the term “Termination Date” shall mean the date set forth in the Termination Notice as the date this Lease shall terminate, provided that such date (a) shall not occur prior to Xxxxx 0, 0000, (x) must be the last day of a calendar month and (c) shall not occur prior to the date that is three (3) months after the date Landlord received the Termination Notice. In order for the Termination Notice to be effective, Tenant shall pay to Landlord, simultaneously with Tenant’s delivery of the Termination Notice, an amount equal to three (3) monthly installments of Base Rent due from Tenant as of the Termination Date (the “Termination Payment”). Time shall be of the essence with respect to the delivery of the Termination Notice is not given timely or Tenant does not timely pay and the Termination FeePayment. Notwithstanding the foregoing, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event that Tenant has given Tenant’s Renewal Notice pursuant to Article IIIA or Tenant has exercised its right to lease any Expansion Area as provided is in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this the Lease on the date Tenant’s on which Tenant delivers the Termination Notice is sent or at any time thereafter up to between such date and including the Termination Date, or if Tenant fails to timely deliver the Termination Payment (time being of the essence), then, at Landlord’s sole option, the Lease shall not terminate on the Termination Date Notice may be deemed by Landlord to be void and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force and effect and Landlord, if the Termination Notice is deemed invalid, shall return the Termination Payment to Tenant. If the Lease is terminated pursuant to and in accordance with the provisions of this Paragraph 10, then, as of the Termination Date, neither Landlord nor Tenant shall have any rights or effectobligations under the Lease and Landlord shall be free to lease the Premises to any persons or entities for a term beginning after the Termination Date; provided that Tenant shall vacate the Premises in accordance with the terms and conditions of the Lease on or before the Termination Date; and provided further, however, that Tenant shall remain obligated for any liabilities or obligations under the Lease (including without limitation the obligation to pay Base Rent and all other amounts payable under the Lease) accruing on or prior to the Termination Date, which obligation shall survive indefinitely the termination of this Lease. Should Tenant, and/or any party claiming by, through or under Tenant, fail to vacate the Premises on or before the Termination Date and/or fail to surrender the Premises to Landlord in the condition required pursuant to the terms of the Lease on or before the Termination Date: (x) Tenant shall be deemed a holdover tenant in the Premises, (y) Tenant shall be subject to the provisions of Article 24 of the Original Lease (captioned, “Holding Over”); and (z) Landlord may re-enter and take possession of the Premises without having to bring an action for possession against Tenant and Landlord may otherwise exercise any “self-help” remedy of its choice, including without limitation by way of locking Tenant, and/or any party claiming by, through or under Tenant, out of the Premises. Tenant shall indemnify and hold harmless Landlord from and against any and all claims, liabilities, costs, expenses, losses and damages (including without limitation attorneys’ fees and consequential damages) incurred by Landlord as a result of Tenant’s, and/or any party claiming by, through or under Tenant, failure to vacate the Premises by the Termination Date.

Tenant’s Termination Option. Within sixty (60) days after the date of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which such damage can be repaired, which assessment shall be based upon the opinion of a contractor reasonably selected by Landlord and experienced in comparable repairs of comparable buildings. If Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided in this Section 12, and (A) the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, or (B) the damage occurs during the last twelve (12) months of the Term, Tenant may elect, not later than thirty (30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date Landlord receives such notice. Furthermore, if neither Landlord nor Tenant have terminated this Lease, and the repairs are not actually completed as of the later to occur of (i) the last day of such one hundred eighty (180) day period, or (ii) the last day of the time period specified for the completion of such repairs in the Damage Repair Estimate, Tenant shall have the conditional right to terminate this Lease as within five (5) business days of the end of such period and thereafter during the seventh first five (7th5) Lease Year business days of each calendar month following the initial Lease Term end of such period until such time as the repairs are complete, by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), subject which Damage Termination Date shall not be less than five (5) business days following the end of such period or each such month, as the case may be. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the following terms and conditions: Tenant shall exercise its right to terminate by giving Landlord at least two hundred seventy suspend the occurrence of the Damage Termination Date for a period ending thirty (27030) days prior written notice thereof after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (“Tenant’s Termination Notice”). Upon 5) business days of Landlord’s receipt of Tenant’s the Damage Termination Notice, Landlord shall notify Tenant a certificate of Landlord’s contractor responsible for the repair of the amount of damage certifying that it is such contractor’s good faith judgment that the unamortized costs of the Tenant Improvement Allowance (as defined in Exhibit B hereto), and Tenant repairs shall pay such amount (the “Termination Fee”) be substantially completed within thirty (30) days of receipt of Landlord’s invoice for same. The Termination Fee is in consideration for Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and shall be in addition to, and not in lieu of, after the rental payments and any other sums due and payable hereunder through the Damage Termination Date. In If repairs shall be substantially completed prior to the event Tenant’s expiration of such thirty (30) day period, then the Damage Termination Notice is not given timely or Tenant does not timely pay the Termination Fee, then in either such event Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In , but if the event Tenant has given Tenant’s Renewal Notice pursuant to Article IIIA or Tenant has exercised its right to lease any Expansion Area as provided in Article XLVII repairs shall not be substantially completed within such thirty (30) day period, then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on shall terminate upon the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s option, the Lease shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be expiration of no further force or effectsuch thirty (30) day period.

Tenant’s Termination Option. Notwithstanding anything in this Lease to the contrary and subject to the terms and conditions of this Section 42 and this Lease (including, but not limited to, Section 43.H. below), Tenant shall have the conditional right right, exercisable at Tenant’s sole option, to terminate this Lease (the “Termination Option”) effective as of the end last day of the seventh ninth (7th9th) Lease Year of (the initial Lease Term (“Termination Date”), subject said right of Tenant to the following terms and conditions: Tenant shall exercise its right to terminate be exercisable by giving Landlord at least two hundred seventy (270) days prior written notice thereof (the “Tenant’s Termination Notice”)) to Landlord, which Termination Notice shall be given, if at all, not later than twelve (12) months prior to the Termination Date. Upon LandlordTenant shall have the right to terminate this Lease with respect to the entire Premises or only one (1) Wing; provided, however, that if Tenant has entered into an amendment to this Lease for the Expansion Space (as hereinafter defined) pursuant to Tenant’s receipt rights set forth in Section 43 hereof prior to the date of Tenant’s Termination Notice, Landlord then Tenant shall notify only have the right to terminate this Lease with respect to the South Wing. Tenant’s Termination Notice shall state whether Tenant desires to terminate the Lease with respect to the entire Premises (if permitted) or only one (1) Wing, if applicable. In the event that Tenant exercises its termination option hereunder, this Lease shall continue in full force and effect until the Termination Date, whereupon Tenant shall surrender possession of the amount Premises, or the applicable portion thereof, in accordance with the provisions of this Lease (except that notwithstanding anything to the contrary contained in this Lease, in the event that Tenant terminates this Lease with respect only to one (1) Wing, then the cost of any construction required to permit the operation of the unamortized costs Building separate from the balance of the Premises, including the cost to construct a common corridor, if applicable, shall be paid by Tenant Improvement to Landlord as Additional Rent hereunder), this Lease shall terminate with respect to the Premises, or the applicable portion thereof, as if the Termination Date were the Lease Expiration Date set forth herein, and all Additional Rent shall be prorated as of the Termination Date. Tenant’s right hereunder to terminate this Lease with respect to the Premises, or the applicable portion thereof, shall be exercisable only if (1) Tenant is not then in default under this Lease, and (2) Tenant pays to Landlord, contemporaneously with the giving of its Termination Notice, an amount equal to the then unamortized sum of (a) the Tenant Allowance (as defined in Exhibit B the Work Agreement), (b) brokerage commissions incurred by Landlord with respect to this Lease and any amendments hereto, (c) legal fees incurred by Landlord with respect to the documentation and negotiation of this Lease and any amendments hereto, (d) Three Million Three Hundred Eight Thousand Six Hundred Forty-Seven and 50/100 Dollars ($3,308,647.50), and Tenant shall pay such amount (e) compounded interest imputed on the amounts set forth in clauses (a) through (d) of this Section 42 at the rate of eight percent (8%) per annum,(the items set forth in clauses (a) through (e) of this Section 42 being hereinafter collectively referred to as the “Termination FeeExpenses”) within thirty (30) days of receipt of Landlord’s invoice for same). The Termination Fee is in consideration for Expenses payable by Tenant to Landlord granting Tenant an option to terminate pursuant to this Article IIIB and is not a penalty and the immediately preceding sentence shall be in addition to, to the Rent coming due between the date of the Termination Notice and not in lieu of, the rental payments and any other sums due and payable hereunder through the Termination Date. In the event Tenant’s Termination Notice is not given timely or Tenant does not timely shall pay the Termination Fee, then in either such event Expenses upon Tenant’s right to terminate under this Article IIIB shall lapse and be delivery of no further force or effect. In the event Tenant has given Tenant’s Renewal Notice pursuant to Article IIIA or Tenant has exercised its right to lease any Expansion Area as provided in Article XLVII then Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effect. In the event there exists an event of default under this Lease on the date Tenant’s Termination Notice is sent or any time thereafter up to and including the Termination Date, then, at Landlord’s option, the Lease shall not terminate on the Termination Date and Tenant’s right to terminate under this Article IIIB shall lapse and be of no further force or effectNotice.