Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.
Early Termination Option Provided that (i) no Default exists at the time of Tenant’s delivery of the Early Termination Notice (as defined below), (ii) no Default under the Lease occurs between the date of delivery of the Early Termination Notice and the Early Termination Date (hereinafter defined); and (iii) Tenant has not assigned its interest in the Lease or sublet more than fifty percent (50%) of the Rentable Area of the Premises (except to an Affiliate Transferee), then Tenant shall have the one-time right to terminate the Lease (the “Early Termination Option”) effective as of the last day of the sixth (6th) Lease Year (the “Early Termination Date”). Tenant may only exercise the Early Termination Option by delivering an irrevocable written notice of termination to Landlord on or before the date which is twelve (12) full calendar months prior to the Early Termination Date (the “Early Termination Notice Delivery Date”). In the event Tenant elects to exercise the Early Termination Option, Tenant shall pay to Landlord a termination fee (the “Early Termination Fee”) equal to the sum of the unamortized balance, as of the Termination Date, of all Lease Costs (hereinafter defined) and, if applicable, any such Lease Costs attributable to the Offered Space Lease Costs and the Expansion Space Lease Costs. Assuming that Tenant does not exercise its Preferential Right or the Expansion Option, the Early Termination Fee would be $1,114,688.94. For purposes of calculating the Early Termination Fee, the term “