Common use of Landlord’s Right to Terminate Clause in Contracts

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease to the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right to terminate this Lease by giving Tenant written notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualty.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease If the Tenant intends to effect a Transfer, the Tenant shall give written notice to the contrary, if fifty percent (50%) or more Landlord specifying the identity of the Improvements are damaged or destroyed by fire proposed Transferee and provide such financial, business or other casualty during information relating to the last five Transferee and its principals as the Landlord requires, together with copies of any Transfer documents. The Landlord shall, within 30 days after having received such notice and all requested information, notify the Tenant either that: (5a) years it consents or does not consent to the Transfer; or (b) it elects to cancel this lease as to the whole or part, as the case may be, of the initial term hereofPremises affected by the proposed Transfer, or during in preference to giving such consent. If the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease by lease, it shall stipulate in its notice the termination date, which date shall be no less than 30 days nor more than 90 days following the giving Tenant written notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If the Landlord elects to cancel this Lease is lease, the Tenant may notify the Landlord within 10 days thereafter of the Tenant's intention either to refrain from such Transfer or to accept the cancellation. If the Tenant fails to deliver such notice within such period of 10 days or notifies the Landlord that it accepts the Landlord's termination, this lease will as to the whole or affected part of the Premises, as the case may be, be terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice. If the Tenant advises the Landlord it intends to refrain from such Transfer, then the Landlord's election to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, terminate this lease shall become void in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyinstance.

Landlord’s Right to Terminate. Notwithstanding anything contained in Landlord may elect to terminate this Lease to the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed following damage by fire or other casualty during under the last five following circumstances: (5a) years If, in the reasonable judgment of Landlord, the initial term hereof, Premises and the Property cannot be substantially repaired and restored under applicable Laws or during the last five as a result of a dispute with Landlord’s insurer or Mortgagee within one (51) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days year from the date of adjustment the casualty; (b) If the Building is damaged or destroyed to the extent that, in the reasonable judgment of Landlord, the cost to repair and restore the Building would exceed twenty-five percent (25%) of the loss with full replacement cost of the insurance carrier to restore Building, whether or not the Improvements to their condition immediately prior to such casualtypremises are at all damaged or destroyed; or (c) If the fire or other casualty occurs during the last year of the Term or, then if an Extension Option has been exercised, during the last year of the applicable Extension Period. If any of the circumstances described in subparagraphs (a), (b) or (c) of this Section 12.2 occur or arise, Landlord shall have the right to terminate this Lease by giving notify Tenant written notice in writing of such termination that fact within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s casualty (such 90 day period plus any applicable 30 day period set forth in Section 12.3(b) hereof shall be referred to herein as the “Lease Status Period”) and in such notice of termination. Notwithstanding the foregoing, if Landlord shall also advise Tenant shall then have the right whether Landlord has elected to extend the term of terminate this Lease pursuant as provided above. Landlord may elect to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of terminate this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If in accordance with this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds or, Section 12.2 to the extent insurance proceeds it also terminates all other lease within the Building. If other buildings in the Project are not sufficientsimilarly damaged and destroyed at the same time that the Building is damaged and destroyed and Landlord owns and controls suck other buildings, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal then Landlord may elect to terminate this Lease (i) only to the reasonably estimated cost to restore extern it also terminates the Improvements to their condition immediately prior to leases in such casualtyother building(s), and (ii) if Tenant lease space in such other building(s), Landlord also terminates such other lease(s).

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease If the Tenant intends to effact a Transfer, the Tenant shall give prior notice to the contrary, if fifty percent (50%) or more Landlord of such intent specifying the identity of the Improvements are damaged or destroyed by fire Transferee, the type of Transfer contemplated, the portion of the Premises affected thereby and the financial and other terms of the Transfer, and shall provide such financial, business or other casualty during information relating to the last five (5) years proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment proposed Transfer. Notwithstanding Article 1871 of the loss Civil Code of Quebec or similar legislation, the Landlord shall, within 30 days after having received such notice and all requested information, notify the Tenant either that: a) it consents or does not consent to the Transfer in accordance with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right provisions and qualifications of this Article XIII; b) it elects to terminate this Lease as to the whole or part, as the case may be, of the Premises affected by the proposed Transfer, in preference to giving Tenant written such consent. If the Landlord elects to terminate this Lease (as to the whole or part) it shall stipulate in its notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) this Lease, which date shall be no less than 30 days and not nor more than ninety (90) 90 days after following the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If the Landlord elects to terminate this Lease is terminated (as aforesaidto the whole or part), the Tenant shall pay notify the Landlord within 10 days thereafter of the Tenant's intention either to refrain from such Transfer or cause to accept termination of this Lease as to the whole or the portion of the Premises in respect of which the Landlord has exercised its rights. If the Tenant fails to deliver such notice within such 10 days or notifies the Landlord that it accepts the landlord's termination, this Lease will as to the whole or affected part of the Premises, as the case may be, be paid to Landlord terminated on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice of termination. If the Tenant notifies the Landlord within the said 10-day delay that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease shall become void. In any event, the Tenant shall have no claim, action, right of action or any other demand against the Landlord by reason of the choice of the latter to put an end to the extent insurance proceeds are not sufficientLease, a direct payment from Tenant, or any combination in accordance with the provisions of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtypresent Section.

Landlord’s Right to Terminate. Notwithstanding anything contained If the Tenant intends to effect a Transfer, the Tenant shall give prior notice to the Landlord of such intent specifying the identity of the Transferee, the type of Transfer contemplated, the portion of the Premises affected thereby, and the financial and other terms of the Transfer, and shall provide such financial, business or other information relating to the proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the proposed Transfer. The Landlord shall, within xxxx FIFTEEN (15) days after having received such notice and all requested information, notify the Tenant either that: (a) it consents or does not consent to the Transfer in accordance with the provisions and qualifications of this Article VIII; or (b) it elects to cancel this Lease as to the contrarywhole or part, if fifty percent (50%) or more as the case may be, of the Improvements are damaged or destroyed Premises affected by fire or other casualty during the last five proposed Transfer, in preference to giving such consent. DESPITE SECTION 8.02(b) THE LANDLORD MAY ONLY EXERCISE ITS ELECTION TO CANCEL THIS LEASE AS TO THE WHOLE OR PART UNDER SECTION 8.02(b) IF: (5i) years of THE TRANSFER IS WITH RESPECT TO ALL OF THE PREMISES OR (ii) THE TRANSFER IS A SUBLEASE OF PART OF THE PREMISES COMPRISED OF NOT LESS THAN ONE (1) FULL FLOOR FOR A TERM EXPIRING ON OR ONE DAY PRIOR TO THE LAST DAY OF THE TERM. If the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease by it shall stipulate in its notice the termination date of this Lease, which date shall be xxx xxxx xxxx xx xxxx xxxx xxxx xxxx xx xxxxx THE EFFECTIVE DATE OF THE TRANSFER PROVIDED THAT SUCH EFFECTIVE DATE SHALL NOT BE LATER THAN ONE (1) YEAR following the giving Tenant written of xxxxxx notice of XXXXXXXXXXXXXX THE TRANSFER BY THE TENANT. If the Landlord elects to terminate this Lease, the Tenant shall notify the Landlord within 10 days thereafter of the Tenant's intention either to refrain from such Transfer or to accept termination of this Lease or the portion thereof in respect of which the Landlord has exercised its rights. If the Tenant fails to deliver such notice within forty-five (45) such 10 days after or notifies the Landlord that it accepts the Landlord's termination, this Lease will as to the whole or affected part of the Premises, as the case may be, be terminated on the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after stipulated by the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s in its notice of termination. If the Tenant notifies the Landlord within 10 days that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtybecome void.

Landlord’s Right to Terminate. Notwithstanding anything contained If the Tenant intends to effect a Transfer, the Tenant shall give prior notice to the Landlord of such intent specifying the identity of the Transferee, the type of Transfer contemplated, the portion of the Leased Premises affected thereby, and the financial and other terms of the Transfer, and shall provide such financial, business or other information relating to the proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the proposed Transfer. The Landlord shall, within 30 days after having received such notice and all requested information, notify the Tenant either that: (a) it consents or does not consent to the Transfer in accordance with the provisions and qualifications of this Article X; or (b) it elects to cancel this Lease as to the contrarywhole or part, if fifty percent (50%) or more as the case may be, of the Improvements are damaged or destroyed Leased Premises affected by fire or other casualty during the last five (5) years of proposed Transfer, in preference to giving such consent. If the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease by giving Tenant written lease it shall stipulate in its notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) this Lease, which date shall be no less than 30 days and not nor more than ninety (90) 90 days after following the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If the Landlord elects to terminate this Lease, the Tenant shall notify the Landlord within 10 days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept termination of this Lease is or the portion thereof in respect of which the Landlord has exercised its rights. If the Tenant fails to deliver such notice within such 10 days or notifies the Landlord that it accepts the Landlord’s termination, this Lease will as to the whole or affected part of the Leased Premises, as the case may be, be terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice of termination. If the Tenant notifies the Landlord within such 10 days that it intends to refrain from such Transfer, then the Landlord’s election to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyterminate this Lease shall become void.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease ----------------------------- Section 25 to the contrary, if fifty percent (50%) in the event Tenant requests Landlord's consent to Sublet all or more any part of the Improvements are damaged Premises or destroyed by fire all or other casualty during the last five (5) years any part of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then its interest in this Lease. Landlord shall have the right to: (i) consent to such Sublet; (ii) refuse to grant such consent, with such consent not to be unreasonably withheld (but subject to the conditions set forth in this Section 25); or (iii) elect to terminate this Lease by giving Tenant written notice of such termination within forty-five (45) days after as to the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date portion of the Landlord’s notice Premises proposed to be Sublet if such Sublet is for the then remaining, Term of termination. Notwithstanding the foregoingthis Lease; provided that, if Tenant shall then have Landlord refuses to grant such consent and elects to terminate the right Lease as to extend such portion of the term of this Lease pursuant to Section 2.2Premises, Tenant shall have the right to nullify Landlord’s within 10 days after notice of termination by so extending Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the term Premises under the terms and conditions of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of terminationLease. If this In the event the Lease is terminated as aforesaidset forth above, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be less than 30 days, nor more than 60 days, following such notice. If Landlord consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord pursuant to Section 25(A), subject, however, at Landlord's election, to the condition that 50% of any excess of the Subrent over the Rent (less reasonable attorneys' fees and leasing commissions paid by Tenant on the Sublease) shall pay or cause to be paid to Landlord. Any such Subrent shall be payable to Landlord on or prior to concurrent with the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyMonthly Rent under Section 5(A).

Landlord’s Right to Terminate. Notwithstanding anything contained in Landlord may elect to terminate this Lease to the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed following damage by fire or other casualty during under the last five following circumstances: (5a) years If, in the reasonable judgment of Landlord, the initial term hereof, or during Premises and the last five Building cannot be substantially repaired and restored under applicable Laws within one hundred eighty (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270180) days from the date of adjustment the casualty; (b) If, in the reasonable judgment of Landlord, adequate proceeds are not, for any reason, made available to Landlord from Landlord’s insurance policies (and/or from Landlord’s funds made available for such purpose, at Landlord’s sole option) to make the required repairs; provided that Landlord has maintained the insurance coverage required by this Lease; (c) If the Building is damaged or destroyed to the extent that, in the reasonable judgment of Landlord, the cost to repair and restore the Building would exceed twenty-five percent (25%) of the loss with full replacement cost of the insurance carrier to restore Building, whether or not the Improvements to their condition immediately prior to such casualtyPremises are at all damaged or destroyed; or (d) If the fire or other casualty occurs during the last two (2) years of the Term. If any of the circumstances described in subparagraphs (a), then (b), (c) or (d) of this Subsection 14.3 occur or arise, Landlord shall have the right to terminate this Lease by giving notify Tenant written notice in writing of such termination that fact within forty-five one hundred twenty (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90120) days after the date of the Landlord’s casualty and in such notice Landlord shall also advise Tenant whether Landlord has elected to terminate this Lease as provided above; provided, however, Landlord shall provide such notice to Tenant within sixty (60) days if the damage to the Building is not structural in nature and concerns less then twenty-five percent (25%) of terminationthe Building. Notwithstanding If Landlord elects not to terminate this Lease, Landlord will specify in such notice the foregoing, if estimated completion date of the restoration of the Premises and/or the Building. Tenant shall then have acknowledges and agrees that any estimate of the completion date to repair and restore the Premises and Building is an estimate subject to force majeure. Tenant releases Landlord from any damages or Claims and waives any right to extend the term of terminate this Lease pursuant to Section 2.2, Tenant shall have if the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice completion date of such election within thirty (30) days after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to restoration exceeds the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtycompletion date.

Landlord’s Right to Terminate. Notwithstanding anything contained The Tenant shall not effect a Transfer unless: (a) it shall have received or procured a bona fide written offer to effect a Transfer which is not inconsistent with, and the acceptance of which would not breach any provision of this Lease if this Section 10.02 is complied with and which the Tenant has accepted subject only to compliance with this Section 10.02, and (b) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a true copy of such offer, and the Tenant shall furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, reputation, financial standing and business of the proposed person or entity to whom the Transfer is being made. The Landlord shall within FIFTEEN (15) days after having received such notice and all such necessary information, notify the Tenant in writing either that: (i) it consents or does not consent to the Transfer in accordance with the provisions and qualifications in this Lease to the contraryArticle X, if fifty percent or (50%ii) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease by in preference to giving Tenant written such consent. If the Landlord elects to terminate this Lease it shall stipulate in its notice of such termination within forty-five (45) days after the date of such damage or destructiontermination of this Lease, specifying a termination which date of at least shall be no less than thirty (30) days and not nor more than ninety (90) days after following the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If the Landlord elects to terminate this Lease is terminated as aforesaid, the Tenant shall pay notify the Landlord in writing within five (5) days thereafter of the Tenant's intention either to refrain from such Transfer or cause to accept the termination of this Lease. If the Tenant fails to deliver such notice within such period of five (5) days or notifies the Landlord that it accepts the Landlord's termination, this Lease will thereby be paid to Landlord terminated on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice. If the Tenant advises the Landlord it intends to refrain from such Transfer, the Landlord's election to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, terminate this Lease as aforesaid shall become null and void in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyinstance.

Landlord’s Right to Terminate. Notwithstanding anything contained Upon receipt of any Offer Notice in which Tenant proposes to assign this Lease, or in which Tenant proposes to sublet all or any portion of the Premises for the entire or substantially the entire remaining Term (provided that Tenant is permitted to assign or sublet such space pursuant to the terms hereof), then and in either of such events Landlord shall have the right, exercisable by notice to Tenant given within the Offer Period, (i) in the case of an assignment, to terminate this Lease, in which event this Lease shall terminate on the date set forth in Tenant’s Offer Notice, or if no such date is set forth in Tenant’s Offer Notice, on the date fixed in Landlord’s notice, in either event which shall not be less than thirty (30) days after the giving of such Offer Notice or notice, as the case may be, with the same force and effect as if the termination date fixed in Tenant’s Offer Notice or Landlord’s notice, as the case may be, were the date originally fixed in this Lease as the Expiration Date, or (ii) in the case of a subletting of all or any portion of the Premises for the entire or substantially the entire remaining Term, to terminate this Lease with respect to the contraryspace proposed by Tenant to be sublet, in which event on the date set forth in Tenant’s Offer Notice, or if fifty no such date is set forth in Tenant’s Offer Notice, on the date fixed in Landlord’s notice, in either event which shall not be less than thirty (30) days after the giving of such Offer Notice or notice, as the case may be, such space shall no longer be part of the Premises or covered by this Lease and the RSF of the Premises, the Fixed Rent, Tenant’s Share of Taxes, Tenant’s Share of Operating Expenses and the Pilot Rate Multiple shall be appropriately reduced. For purposes of this Article 14, “the entire or substantially the entire remaining Term” shall mean eighty-five percent (5085%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years remaining Term as of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right to terminate this Lease by giving Tenant written notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice proposed commencement of termination. Notwithstanding the foregoingsublease or the proposed effective date of the assignment, if Tenant shall then have except that a sublease that expires earlier than the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten date which is two (102) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant before the then current Expiration Date shall pay or cause be deemed not to be paid to Landlord on for “the entire or prior to substantially the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyentire remaining Term”.

Landlord’s Right to Terminate. Notwithstanding anything contained in 16.1 The Landlord has the right to terminate the Tenant's booking and this Lease Tenancy by written notice to that effect to the contraryTenant and to grant a Tenancy to occupy the Room to a third party in the following circumstances: 16.1.1 if the Tenant and/or the Guarantor (as the case may be) fails to comply with the terms of clauses 9.1, and/or 10.2; 16.1.2 if fifty percent the Rent in terms of clause 5 or any other sum payable by the Tenant under this Tenancy is unpaid on the due date (50%) whether demanded or more not); 16.1.3 if during the Term the Tenant ceases to be on a full time course of study with an educational institution in the United Kingdom providing full time education to individuals; 16.1.4 if there is any other breach of the Improvements are damaged obligations under this Tenancy, the Resident’s Handbook and/or the Nido Regulations; and/or 16.1.5 if the Room is destroyed or destroyed made uninhabitable or inaccessible by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1event, and if it will reasonably take more than two hundred seventy (270) days from the date reinstatement has not or is unlikely to have occurred within 2 months of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right to terminate this Lease by giving Tenant written notice of such termination within forty-five (45) days after the date of such damage fire or destructionother event, specifying a termination provided always that in the case of late payment of the Rent or any other sum payable by the Tenant under this Tenancy or in the case of any other breach which in the Landlord's proper and reasonable opinion could be remedied (albeit late) the Landlord will only terminate this Tenancy if the Landlord or the manager of the Building has first served notice on the Tenant giving the Tenant 14 days within which to remedy the breach and such breach has not been remedied within such period; 16.2 If the Landlord refuses the Tenant entry to the Room in terms of clause 16.1 this Tenancy will continue and notwithstanding that the Tenant has been denied entry: 16.2.1 the Tenant will not be entitled to any suspension of, or reduction in, any payment due under this Tenancy for the period in which the Tenant is denied entry; and 16.2.2 the Tenant will pay to the Landlord Interest on any outstanding sum of money payable by the Tenant in terms of this Tenancy from the date of at least thirty (30) days and not more than ninety (90) days after when it became due or, if there is no such date specified, the date of demand for such sum until such sum is paid. 16.3 If the Landlord terminates this Tenancy in terms of clause 16.1 then notwithstanding that the Tenant has been denied entry: 16.3.1 the Tenant will not be entitled to any suspension of, or reduction in, any payment due under this Tenancy for the period from and including the Start Date to and including the Termination Date; 16.3.2 the Tenant will pay to the Landlord Interest on the outstanding sum of money payable by the Tenant in terms of this Tenancy from the date when it became due or, if there is no such date specified the date of demand for such sum until and including the Termination Date; 16.3.3 the Tenant will pay to the Landlord the proportion relative to the period from and including the Start Date until and including the Termination Date, of all (if any) vouched costs of the Landlord in relation to the Room, including insurance costs, common charges and managing charges; 16.3.4 the Tenant will be liable for any loss, expense or inconvenience of the Landlord which may include: 16.3.4.1 all costs and expenses incurred in relation to the re- marketing of the Room and granting a new Tenancy to occupy; 16.3.4.2 any shortfall between the Rent received by the Landlord under any such new Tenancy and the Rent under this Tenancy; and 16.3.4.3 financial losses including increased funding costs which the Seller would not have incurred had the instalment been paid on the relevant instalment date and interest which the Seller could have earned on the instalment had it been paid on the relevant instalment date; and 16.3.5 this Tenancy will terminate immediately but such termination will not affect the Landlord’s notice 's rights against the Tenant in relation to any breach of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or Tenant's obligations which occurred prior to the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtytermination.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease Should Tenant desire to the contrary, if sublet more than fifty percent (50%) or more of the Improvements are damaged rentable space in the Premises, in the aggregate or destroyed by fire if Tenant desires to assign this Lease in whole or other casualty during the last five (5) years in part to any third party which is not an Affiliate of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualtyTenant, then Landlord shall have the right right, in addition to the foregoing, to terminate this Lease by giving notice thereof to Tenant written within fifteen (15) business days from the date of Tenant's notice to Landlord and this Lease shall thereupon terminate on the date specified in Landlord's notice but not earlier than fifteen (15) business days nor later than the end of such termination within forty-five (45) days the next calendar month after the date of Landlord's notice to Tenant exercising such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice right of termination. Notwithstanding the foregoing, all provided that if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2Landlord exercises either such right, Tenant shall have the right to nullify rescind its request for such subletting or assignment, in which case the Landlord’s notice 's exercise shall be extinguished. Such termination shall not be deemed a default by Tenant under this lease and Tenant shall be relieved of termination by so extending the term of all obligations under this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days accruing after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds or, such termination. In this event any Security Deposit then outstanding will be returned to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualty.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease If the Tenant intends to effect a Transfer, the Tenant shall give prior notice to the contrary, if fifty percent (50%) or more Landlord of such intent specifying the identity of the Improvements are damaged or destroyed by fire Transferee, the type of Transfer contemplated, the portion of the Premises affected thereby, and the financial and other terms of the Transfer, and shall provide such financial, business or other casualty during information relating to the last five (5) years proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the initial term hereofproposed Transfer. The Landlord shall, within 20 days after having received such notice and all requested information, notify the Tenant either that: (a) it consents or during does not consent to the last five Transfer in accordance with the provisions and qualifications of this Article VI; or (5b) years of any extended term pursuant it elects to Section 2.1cancel this lease as to the whole or part, and if it will reasonably take more than two hundred seventy (270) days from as the date of adjustment case may be, of the loss with Premises affected by the insurance carrier proposed Transfer, in preference to restore giving such consent. If the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease by giving Tenant written lease it shall stipulate in its notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) this lease, which date shall be no less than 30 days and not nor more than ninety (90) 90 days after following the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt of Landlord’s notice of termination. If the Landlord elects to terminate this Lease is terminated as aforesaidlease, the Tenant shall pay notify the Landlord within 10 days thereafter of the Tenant’s intention either to refrain from such Transfer or cause to accept termination of this lease or the portion thereof in respect of which the Landlord has exercised its rights. If the Tenant fails to deliver such notice within such 10 days or notifies the Landlord that it accepts the Landlord’s termination, this lease will as to the whole or affected part of the Premises, as the case may be, be paid to Landlord terminated on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice of termination. If the Tenant notifies the Landlord within such 10 days that it intends to refrain from such Transfer, then the Landlord’s election to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyterminate this lease shall become void.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease to the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right to terminate this Lease following a Casualty if more than twenty five percent (25%) of the Building is damaged by giving a Casualty which is not a risk normally covered by the insurance Landlord is required to carry pursuant to Section 11.2. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 12.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such termination within forty-five Casualty, and this Lease shall terminate thirty (4530) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice of terminationnotice. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2However, Tenant shall have the right to nullify Landlord’s notice fund the uninsured portion of termination any such Casualty. Tenant may exercise such right by so extending the term of this Lease for at least ten (10) years by giving providing Landlord with written notice of such election within thirty (30) days after from the date of receipt of Landlord’s 's notice of termination. If Tenant does not elect to fund the uninsured portion of the Casualty, this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to terminate thirty (30) days after the date of termination insurance proceeds orLandlord's notice of termination. If Landlord does not elect to so terminate this Lease or if Tenant provides Landlord with notice of its intent to fund the uninsured portion, to this Lease will continue in full force and effect, and Landlord shall promptly commence the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination process of obtaining necessary permits and approvals for the repair of the twoBuilding and/or Premises, and shall commence such repair and diligently prosecute the same to completion as soon thereafter as is practicable at Landlord's expense. Tenant shall fully cooperate with Landlord in an aggregate amount equal removing Tenant's Personal Property from the Premises to facilitate the reasonably estimated cost to restore the Improvements to their condition immediately prior to making of such casualtyrepairs.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease to If the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right elects to terminate this Lease as to the whole or the part of the Premises affected by giving Tenant written the proposed Transfer, it shall stipulate in its notice of such the termination within forty-five (45) days after the date, which date of such damage or destruction, specifying a termination date of at least will not be less than thirty (30) days and not more than ninety (90) days after following delivery of such notice. If the date of Landlord elects to terminate this Lease, the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have notify the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least Landlord within ten (10) years by giving days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept the termination of this Lease as to the whole or the part thereof in respect of which the Landlord written has exercised its rights. If the Tenant fails to deliver such notice of within such election within thirty ten (3010) days after receipt of or notifies the Landlord that it accepts the Landlord’s notice of termination. If , this Lease is will, as to the whole or affected part of the Premises, as the case may be, be terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds orstipulated by the Landlord in its notice of election to terminate. If the Tenant notifies the Landlord within ten (10) days that it intends to refrain from such Transfer, then the Landlord’s election to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyterminate this Lease shall become void.

Landlord’s Right to Terminate. Notwithstanding anything contained in this Lease Landlord at any time and from time to the contrary, if fifty percent (50%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualty, then Landlord time shall have the right to terminate this Lease as to the whole or any part of the Premises for purposes of selling or otherwise leasing all or any part of the Premises for development by giving Tenant written notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days prior written notice specifying the portion of the Premises to which Landlord is exercising its right of termination, and not more than ninety this Lease shall terminate as to the portion of the Premises described in such notice on last to occur of (90a) days after the termination date as set forth in such notice and (b) the date of transfer of title or possession to the Landlord’s notice of terminationPremises. Notwithstanding the foregoing, if Tenant Landlord shall then not have the right to extend the term of terminate this Lease pursuant in whole or in part in order for Landlord to Section 2.2develop, own or operate any portion of Premises solely for commercial parking not part of or integral to any further development in the Capital Center District in Providence or with respect to Lot 20. Further, Landlord agrees that it will not give Tenant shall have the right to nullify Landlord’s notice of termination by so extending for any Particular Parking Lot (or any portion thereof) for sale or ground lease to an unaffiliated third party the term intended use of which is solely the construction of a parking structure unrelated to and not part of the construction of other improvements on any other portion of the Premises without first complying with the provisions of Section 30 hereof. Upon such termination, the Base Rent shall be adjusted as provided in Section 3.4. To be clear, Landlord may not terminate this Lease for at least ten (10as to a whole or any portion of the Premises) years by giving Landlord written notice without complying with the provisions of Section 30 hereof if the purpose of such election within thirty termination is to have any third party, engage in a commercial surface parking operation (30) days after receipt of Landlord’s notice of termination. If this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficienti.e., a direct payment from Tenantparking operation the same as, or any combination similar to, that of Tenant unrelated and not part of the two, in an aggregate amount equal to construction of other improvements on any other portion of the reasonably estimated cost to restore Premises) on the Improvements to their condition immediately prior to such casualtyapplicable terminated area.

Landlord’s Right to Terminate. Notwithstanding anything contained Subject to the provisions of Section 13.13, upon receipt of any Offer Notice in which Tenant proposes to assign this Lease to the contrary(which shall include, if fifty percent (50%) for purposes of this Section 13.4, a proposed subletting of all or more substantially all of the Improvements are damaged Premises for the entire or destroyed by fire or other casualty during substantially the last five (5) years of the initial term hereofentire remaining Lease Term), or during in which Tenant proposes to sub let any space in the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from Premises for the date of adjustment of entire or substantially the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualtyentire remaining Lease Term, then and in any of such events, Landlord shall have the right right, exercisable by notice to terminate this Lease by giving Tenant written notice of such termination given (i) within forty-five fifteen (4515) days after the date of Landlord receives Tenant’s Offer Notice, if such damage Offer Notice is made pursuant to Section 13.2.1 above, or destruction, specifying a termination date of at least (ii) within thirty (30) days days, if such Offer Notice is made pursuant to Section 13.2.2 above, and in addition to the other rights granted Landlord under this Article 13, (x) in the case of an assignment, to terminate this Lease, in which event this Lease shall terminate on the date fixed in Landlord’s notice, which shall not be less than thirty (30) nor more than ninety (90) days after the giving of such notice, with the same force and effect as if the termination date of the fixed in Landlord’s notice of termination. Notwithstanding were the foregoing, if Tenant shall then have the right to extend the term of date originally fixed in this Lease pursuant as the Expiration Date, or (y) in the case of a subletting, to Section 2.2terminate this Lease with respect to the space proposed by Tenant to be sublet, Tenant shall have in which event on the right to nullify date fixed in Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within notice, which shall not be less than thirty (30) nor more than ninety (90) days after receipt the giving of Landlord’s notice such notice, such space shall no longer be part of termination. If the Premises or covered by this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to and the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination rentable area of the twoPremises, in an aggregate amount equal to the reasonably estimated cost to restore Annual Fixed Rent and Tenant’s Share of the Improvements to their condition immediately prior to such casualtyExcess Operating Expenses shall be appropriately reduced.

Landlord’s Right to Terminate. Notwithstanding anything contained Upon receipt of any Offer Notice in which Tenant proposes to assign this Lease Lease, or in which Tenant proposes to sublet (provided that Tenant is permitted to assign or sublet such space pursuant to the contrary, if fifty terms hereof) all or any portion of the Premises (other than to an Affiliate of Tenant or a Permitted Transferee) for a term that is equal to ninety percent (5090%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years of the initial term hereof, or during the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualtyremaining Term, then and in such events Landlord shall have the right right, exercisable by notice to terminate this Lease by giving Tenant written notice of such termination within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election given within thirty (30) days after receipt Landlord receives Tenant’s Offer Notice and, in addition to the other rights granted Landlord under this Article 14, (i) in the case of an assignment or a subletting of all the Premises for the entire remaining Term, to terminate this Lease, in which event this Lease shall terminate on the date indicated in Tenant’s Offer Notice for the effective date of the assignment or the commencement of the sublease, as applicable, with the same force and effect as if the termination date fixed in Landlord’s notice were the date originally fixed in this Lease as the Expiration Date, or (ii) in the case of a subletting of all or any portion of the Premises for the entire or substantially the entire remaining Term, to terminate this Lease with respect to the space proposed by Tenant to be sublet, as of the date indicated in Tenant’s Offer Notice for the effective date of such assignment or the commencement of the sublease, as applicable, such space shall no longer be part of the Premises or covered by this Lease and the RSF of the Premises, the Fixed Rent, Tenant’s Share of Taxes, Tenant’s Share of Operating Expenses and the Theater Surcharge Payment shall be appropriately reduced. Time shall be of the essence with respect to the exercise by Landlord of its rights under this Section 14.5. In the event that Landlord exercises its right to terminate this Lease under clause (i) or (ii) above with respect to (A) the Initial Premises or any portion thereof, then Landlord shall pay to Tenant within thirty (30) days after the effective date of such termination, the then unamortized costs (directly related to the space with respect to which this Lease is being terminated) expended by Tenant (i.e., exclusive of Landlord’s notice Contribution) for Tenant’s Initial Alterations or other Alterations, the aggregate cost of termination. If which shall be deemed to be equal to Thirty Dollars ($30) per RSF of the portion(s) of the Initial Premises with respect to which this Lease is terminated as aforesaidbeing so terminated; provided, however, that in the event that Tenant shall pay not have substantially completed all work related to Tenant’s Initial Alterations or cause other Alterations, then such cost shall be deemed to be paid to Landlord on or prior to the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost lesser of (x) Thirty Dollars ($30) per RSF of the portion(s) of the Initial Premises with respect to restore which this Lease is being so terminated or (y) the Improvements to their condition immediately prior aggregate costs actually expended by Tenant (directly related to such casualtyspace) for such Tenant’s Initial Alterations or other Alterations or (B) the First Available Expansion Space or any portion thereof (if Tenant has validly exercised the First Expansion Option under Section 34.1 hereof), then Landlord shall pay to Tenant within thirty (30) days after the effective date of such termination, the then unamortized costs (directly related to the space with respect to which this Lease is being terminated) expended by Tenant (i.e., exclusive of any payment or contribution by Landlord with respect thereto) for Tenant’s Alterations, the aggregate cost of which shall be deemed to be equal to Fifteen Dollars ($15) per RSF of the portion(s) of the First Available Expansion Space with respect to which this Lease is being so terminated; provided, however, that in the event that Tenant shall not have substantially completed all work related to such Alterations, then such cost shall be deemed to be equal to the lesser of (x) Fifteen Dollars ($15) per RSF of the portion(s) of the First Available Expansion Space with respect to which this Lease is being so terminated or (y) the aggregate costs actually expended by Tenant (directly related to such space) for such Alterations. Landlord and Tenant hereby agree that the deemed amount under (I) clause (A) above shall be deemed to be amortized on a straight-line basis over ten (10) years commencing on the Rent Commencement Date and (II) clause (B) above shall be deemed to be amortized on a straight-line basis over seven (7) years commencing on the rent commencement date of the First Available Expansion Space.

Landlord’s Right to Terminate. Notwithstanding anything contained (a) Upon receipt of any Offer Notice in which Tenant proposes to assign this Lease to the contrary(which shall include, if fifty percent (50%) for purposes of this Section 5.04, a proposed subletting of all or more substantially all of the Improvements are damaged Premises for the entire or destroyed by fire substantially the entire remaining Lease Term), or other casualty during the last five (5) years in which Tenant proposes to sublet less than substantially all of the initial term hereof, Premises for the entire or during substantially the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualtyentire remaining Lease Term, then and in such event Landlord shall have the right right, exercisable by notice to terminate this Lease by giving Tenant written notice of such termination given within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days after Landlord receives Tenant's Offer Notice if such Offer Notice is based on a bona fide written offer from an independent third party, or within sixty (60) days after receipt of such Offer Notice if such Offer Notice is not based on a bona fide written offer from an independent third party, and in addition to the other rights granted Landlord under this Article 5, (i) in the case of an assignment, to terminate this Lease, in which event this Lease shall terminate on the date fixed in Landlord's notice, which shall not be less than sixty (60) nor more than ninety (90) days after the giving of such notice, with the same force and effect as if the termination date fixed in Landlord's notice were the date originally fixed in this Lease as the Expiration Date, or (ii) in the case of a subletting of less than substantially all of the Premises, to terminate this Lease with respect to the space proposed by Tenant to be sublet, in which event on the date fixed in Landlord's notice, which shall not be less than forty-five (45) nor more than ninety (90) days after the giving of such notice, such space shall no longer be part of the Premises or covered by this Lease and the rentable area of the Premises, the Annual Fixed Rent and Tenant's Tax Share shall be appropriately reduced. (b) In the event that Tenant assigns this Lease or subleases the whole or any part of the Premises in violation of the provisions of this Lease, then, in addition to and without limiting any of Landlord’s notice rights and remedies on account of termination. Notwithstanding the foregoingresulting default hereunder by Tenant, if Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant Landlord shall have the right right, without regard to nullify whether Landlord’s notice of termination by so extending the term of withholding its consent to such assignment or subletting would be construed to be unreasonable, to terminate this Lease for at least ten (10) years by giving Landlord written notice of such election within Tenant thirty (30) days after receipt days’ notice of Landlord’s notice of termination. If desire to do so, in which event this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord terminate on or prior to the date of termination insurance proceeds or, to specified by Landlord in such notice all as if such date specified in this Lease as the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyExpiration Date.

Landlord’s Right to Terminate. Notwithstanding anything contained Upon receipt of any Offer Notice in which Tenant proposes to assign this Lease to the contrary(which shall include, if fifty percent (50%) for purposes of this Section 13.4, a proposed subletting of all or more substantially all of the Improvements are damaged Premises for the entire or destroyed by fire substantially the entire remaining Lease Term), or other casualty during the last five (5) years in which Tenant proposes to sublet less than substantially all of the initial term hereof, Premises for the entire or during substantially the last five (5) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment of the loss with the insurance carrier to restore the Improvements to their condition immediately prior to such casualtyentire remaining Lease Term, then and in such event Landlord shall have the right right, exercisable by notice to terminate this Lease by giving Tenant written notice of such termination given within forty-five (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days after Landlord receives Tenant’s Offer Notice if such Offer Notice is submitted under Section 13.2(a) hereof, or within sixty (60) days after receipt of such Offer Notice if such Offer Notice is submitted under Section 13.2(b) hereof, and in addition to the other rights granted Landlord under this Article 13, (i) in the case of an assignment, to terminate this Lease, in which event this Lease shall terminate on the date fixed in Landlord’s notice, which shall not be less than thirty (30) nor more than ninety (90) days after the giving of such notice, with the same force and effect as if the termination date of the fixed in Landlord’s notice of termination. Notwithstanding were the foregoing, if Tenant shall then have the right to extend the term of date originally fixed in this Lease pursuant as the Expiration Date, or (ii) in the case of a subletting of less than substantially all of the Premises, to Section 2.2terminate this Lease with respect to the space proposed by Tenant to be sublet, Tenant shall have in which event on the right to nullify date fixed in Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within notice, which shall not be less than thirty (30) nor more than ninety (90) days after receipt the giving of Landlord’s notice such notice, such space shall no longer be part of termination. If the Premises or covered by this Lease is terminated as aforesaid, Tenant shall pay or cause to be paid to Landlord on or prior to and the date of termination insurance proceeds or, to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination rentable area of the twoPremises, in an aggregate amount equal to the reasonably estimated cost to restore the Improvements to their condition immediately prior to such casualtyAnnual Fixed Rent and Tenant’s Share of Taxes and Operating Expenses shall be appropriately reduced.

Landlord’s Right to Terminate. Notwithstanding anything contained in Landlord shall have the option to terminate this Lease to the contrary, if fifty if: (a) Ten percent (5010%) or more of the Improvements are damaged or destroyed by fire or other casualty during the last five (5) years Rentable Square Feet of the initial term hereof, Building or during the last five Premises is taken through Condemnation; (5b) years of any extended term pursuant to Section 2.1, and if it will reasonably take more than two hundred seventy (270) days from the date of adjustment Any portion of the loss with Building or Real Property necessary for Landlord to operate the insurance carrier Building efficiently is taken through Condemnation; or (c) Any other areas providing access to restore the Improvements to their condition immediately prior to such casualty, then Landlord shall have the right Premises or Building are taken through Condemnation. To elect to terminate the Lease under this Lease by giving Tenant subsection 15.3.3, Landlord must provide written notice of such termination within forty-five its election (45) days after the date of such damage or destruction, specifying a termination date of at least thirty (30) days and not more than ninety (90) days after the date of the Landlord’s notice of termination. Notwithstanding the foregoing, if Taking Termination Notice) to Tenant shall then have the right to extend the term of this Lease pursuant to Section 2.2, Tenant shall have the right to nullify Landlord’s notice of termination by so extending the term of this Lease for at least ten (10) years by giving Landlord written notice of such election within thirty (30) days after receipt the later of Landlord’s notice (a) the filing of terminationa complaint by Condemnor or (b) the final agreement and determination by Landlord and Condemnor of the extent of the taking. In that event, this Lease shall be terminated on the Termination Date, and all Rent shall be prorated to that date. If Landlord does not elect to terminate under this Lease is terminated as aforesaidsubsection 15.3.3, Tenant shall pay or cause Landlord shall, subject to subsection 15.3.4, be paid to Landlord on or prior to the date of termination insurance proceeds or, obligated to the extent insurance proceeds are not sufficient, a direct payment from Tenant, or any combination of the two, in an aggregate amount equal severance damages received by Landlord to reasonably restore (to the reasonably estimated cost extent feasible) the Premises or access to restore the Improvements Premises, subject to their condition immediately prior Landlord’s obtaining all necessary approvals, permits, and authorizations relating to such casualty.work. Larkspur Lease — Sysorex 2016-09-27