Common use of OPTION TO CANCEL Clause in Contracts

OPTION TO CANCEL. Section 35.1 Provided that (i) an Event of Default under this Lease shall not then be continuing, (ii) this Lease shall be in full force and effect at all times mentioned below, and (iii) Tenant shall not have assigned its interest in this Lease in a transaction requiring Landlord’s consent, Tenant shall have the one-time right to cancel this Lease effective as of the seventh (7th) anniversary of the Rent Commencement Date (the “Cancellation Option Termination Date”), provided that (A) Tenant shall have given Landlord, at least twelve (12) months prior to the Cancellation Option Termination Date, a notice (the “Cancellation Notice”) of Tenant’s cancellation of this Lease effective as of the Cancellation Option Termination Date, and (B) Tenant shall have paid Landlord, simultaneously with the giving of the Cancellation Notice, an amount equal to (x) the unamortized costs incurred and paid by Landlord in connection with this Lease for (a) brokerage commissions, (b) free rent, and (c) the cost of Landlord’s Work and the Tenant Improvement Allowance, all amortized on a straight-line basis over the originally scheduled Term, at an annual interest rate of 8% (the “Cancellation Payment”). Upon Tenant’s request, Landlord shall promptly deliver to Tenant an itemized list of such costs incurred by Landlord and, where applicable, evidence of such costs. Time is of the essence with respect to the giving of the Cancellation Notice by Tenant and the making of the Cancellation Payment by Tenant by the date set forth above. Upon the timely giving of the Cancellation Notice and the timely payment of the Cancellation Payment, the Term of this Lease shall expire on the Cancellation Option Termination Date as if such date were the Fixed Expiration Date and neither party shall have any further rights or obligations under this Lease, except for such rights and obligations which expressly survive the termination or expiration of the Term of this Lease.

OPTION TO CANCEL. Section 35.1 Provided that (i) an Event of Default under this Lease shall not then be continuing, continuing and (ii) this Lease shall be in full force and effect at all times mentioned below, and (iii) Tenant shall not have assigned its interest in this Lease in a transaction requiring Landlord’s consent, Tenant shall have the one-time right to cancel this Lease effective as of the seventh (7th) twelfth anniversary of the Rent First Commencement Date (the “Cancellation Option Termination Date”), provided that (A) Tenant shall have given Landlord, at least twelve eighteen (1218) months prior to the Cancellation Option Termination Date, a notice Notice (the “Cancellation Notice”) of Tenant’s cancellation of this Lease effective as of the Cancellation Option Termination Date. As a condition of the effective cancellation of this Lease, and (B) Tenant shall have paid Landlord, simultaneously with the giving of the Cancellation Notice, an amount equal to (x) the unamortized costs incurred and paid by Landlord in connection with this Lease for (a) brokerage commissions, (b) free rent, and (c) the cost of Landlord’s Work and the Tenant Improvement AllowanceAllowance and (d) legal fees, all amortized on a straight-line basis over the originally scheduled Term, at an annual interest rate of 8% plus (y) an amount equal to six (6) months of Fixed Rent and Escalation Rent payable at the rates in effect as of the Cancellation Option Termination Date (collectively, the “Cancellation Payment”). Upon Tenant’s request, Landlord shall promptly deliver to Tenant an itemized list of such costs incurred by Landlord and, where applicable, evidence of such costs. One-half of the Cancellation Payment shall be paid simultaneously with the giving of the Cancellation Notice and the balance of the Cancellation Payment shall be paid no later than six months after the giving of the Cancellation Notice. Time is of the essence with respect to the giving of the Cancellation Notice by Tenant and the making payment of each installment of the Cancellation Payment by Tenant by the date dates set forth above. Upon the timely giving of the Cancellation Notice and the timely payment of the Cancellation Payment, the Term of this Lease shall expire on the Cancellation Option Termination Date as if such date were the Fixed Expiration Date and neither party shall have any further rights or obligations under this Lease, Lease except for such rights and obligations which expressly survive the termination or expiration of the Term of this Lease.

OPTION TO CANCEL. Section 35.1 Provided that (i) there exists no Event of Default by Tenant under this Lease, nor any event which, following the issuance of notice, the passage of time, or both, would be an Event of Default under this Lease shall not then be continuing, (ii) this Lease shall be in full force and effect at all times mentioned below, and (iii) Tenant shall not have assigned its interest in this Lease in a transaction requiring Landlord’s consentDefault, Tenant shall have the one-time right to cancel terminate this Lease, effective five (5) years prior to the scheduled expiration of the Term (the "Early Termination Date"), by Tenant's delivering to Landlord written notice of its election to terminate this Lease effective as of the seventh not later than six (7th) anniversary of the Rent Commencement Date (the “Cancellation Option Termination Date”), provided that (A) Tenant shall have given Landlord, at least twelve (126) months prior to the Cancellation Option such Early Termination Date, a notice . Landlord shall thereafter notify Tenant in writing of the termination fee payable by Tenant (the “Cancellation Notice”) of Tenant’s cancellation of this Lease effective as of the Cancellation Option 'Termination DateFee"), and (B) Tenant which shall have paid Landlord, simultaneously with the giving of the Cancellation Notice, be an amount equal to (x) the unamortized costs incurred and paid present value as calculated by Landlord in connection with this Lease for (a) brokerage commissions, (b) free rent, and (c) the cost of Landlord’s Work and the Tenant Improvement Allowance, all amortized on a straight-line basis over the originally scheduled Term, at an annual interest rate of 8% (the “Cancellation Payment”). Upon Tenant’s request, Landlord shall promptly deliver to Tenant an itemized list of such costs incurred by Landlord and, where applicable, evidence of such costs. Time is of the essence with respect to Minimum Annual Rent and Additional Rent for the giving five (5) years of the Cancellation Notice by Tenant and the making of the Cancellation Payment by Tenant by the date set forth above. Upon the timely giving of the Cancellation Notice and the timely payment of the Cancellation Payment, the full ten (10) year Term of this Lease shall expire commencing on the Cancellation Option Termination Date as if such Commencement Date, utilizing an interest factor equal to the then current yield on US Treasury securities having a maturity date were closest to the Fixed Expiration Date and neither party shall have any further rights or obligations under this Lease, except for such rights and obligations which expressly survive the termination or scheduled date of expiration of the Term of this Lease. In calculating Additional Rent for future periods as a component of the Termination Fee, Landlord shall have the right to estimate reasonable future increases in Tenant's Proportionate Share of Operating Expenses and Real Estate Taxes, based upon historical data and information known to Tenant. Landlord's calculation of the Termination Fee shall not be disturbed absent manifest abuse of discretion. The Termination Fee shall be due and payable to Landlord within ten (10) days following Landlord's notice to Tenant of the amount thereof. Notwithstanding any such termination by Tenant, Tenant shall make all payments of Minimum Annual Rent and Additional Rent through the Early Termination Date, and all provisions of this Lease with respect to Tenant's obligation to vacate and restore the Leased Space shall apply. Upon an early termination, all Trade Fixtures under this Lease and the Original Lease shall become the property of Landlord. Tenant's failure to exercise its option to terminate and pay the Termination Fee in strict accordance with the provisions of this section, time being of the essence hereof, shall be deemed a waiver of its right to early termination.

OPTION TO CANCEL. Section 35.1 Provided that (i) an Event of Default under this Lease shall not then be continuing, (ii) this Lease shall be in full force and effect at all times mentioned below, and (iii) Tenant shall not have assigned its interest in this Lease in a transaction requiring Landlord’s consent, Tenant Lessee shall have the a one-time right to cancel terminate all or a portion of the Premises (the location of any remaining partial floor area of which shall be subject to Lessor's reasonable approval, if Lessee wishes to terminate this Lease effective as with respect to less than all of any floor leased by Lessee hereunder) at the end of the seventh (7th) anniversary fifth year of the Rent Commencement Date (the “Cancellation Option Termination Date”), provided that (A) Tenant shall have given Landlord, at least Term of this Lease with twelve (12) months prior written notice. Upon Lessee's issuance of such termination notice, Lessee shall pay to the Cancellation Option Termination Date, a notice (the “Cancellation Notice”) of Tenant’s cancellation of this Lease effective as of the Cancellation Option Termination Date, and (B) Tenant shall have paid Landlord, simultaneously with the giving of the Cancellation Notice, Lessor an amount equal to the sum of (xi) the unamortized costs incurred Lessee Improvement Allowance and paid by Landlord in connection with this Lease for commission (aamortized over ten (10) brokerage commissions, years at 10% per annum interest); (b) free rent, and (cii) the cost of Landlord’s Work and the Tenant Improvement Allowance, all amortized on a straight-line basis over the originally scheduled Term, at an annual interest rate of 8% (the “Cancellation Payment”). Upon Tenant’s request, Landlord shall promptly deliver to Tenant an itemized list of such costs incurred by Landlord and, where applicable, evidence of such costs. Time is of the essence with respect to the giving of the Cancellation Notice by Tenant and the making of the Cancellation Payment by Tenant by the date set forth above. Upon the timely giving of the Cancellation Notice and the timely payment of the Cancellation Payment, the Term of this Lease shall expire on the Cancellation Option Termination Date as if such date were the Fixed Expiration Date and neither party shall have any further rights or obligations under this Lease, except Minimum Monthly Rent for such rights and obligations which expressly survive the termination or expiration year 6 of the Term of this Lease; and (iii) the difference between the average annual Minimum Monthly Rent payable under this Lease during the entire ten (10) year Lease Term multiplied by five (5), and the total Minimum Monthly Rent actually paid hereunder during the initial five years of the Lease Term, attributable to the area of the Premises with respect to which Lessee wishes to terminate this Lease on a per-square-foot basis. In the event Lessee terminates this Lease with respect to a portion of the Premises, the remaining Premises may include no more than one "partial floor" as a result of such cancellation, and the Monthly Minimum Rent, Additional Rent and all other amounts payable hereunder shall be reduced based upon the ratio which the rentable square feet included in the remaining Premises bears to the rentable square feet included in the Premises prior to the reduction. Additionally, the partial floor that is retained by Lessee shall be demised by Lessee in a configuration reasonably specified by Lessor so that in Lessor's reasonable judgement, it will most likely have the greatest success in the reletting of the remainder of the floor to a third party.

OPTION TO CANCEL. Section 35.1 Provided Lessor agrees that (i) an Event of Default Lessee may cancel its obligations under this Lease shall not then be continuing, at the beginning of the twenty-fifth (ii25th) month of the Term hereof after providing Lessor with ninety (90) days written notice of Lessee's intent to cancel. Lessor also agrees that Lessee may cancel its obligations under this Lease at the beginning of the sixty-first (61st) month of the Term hereof after providing Lessor with one hundred eighty (180) days written notice of Lessee's intent to cancel. This option may also be exercised at the beginning of each successive thirty-six (36) month period (eg. 97th month, 133rd month, 169th month, etc.) thereafter, including all renewal option terms, upon Lessee giving Lessor one hundred eighty (180) days notice of its intent to cancel. Upon exercise of this option, Lessee shall be pay Lessor the amount of four (4) times the monthly rental for the month in full force and effect at all times mentioned belowwhich notice of cancellation was given, payable upon notification to Lessor of Lease cancellation, as consideration for Lessor's cancellation of the Lease Agreement between the parties. Lessee shall vacate the Premises promptly within ninety (90) days following notification to Lessor hereunder, and (iii) Tenant in the event Lessee does not vacate promptly, the rental shall not have assigned continue to be payable in accordance with the Lease, without credit for said payment of four times the monthly rental, until such time as Lessee vacates the Premises. Lessee shall vacate the Premises in the condition required under Section 40 of this Lease. Lessee agrees that Lessor may cancel its interest in obligations under this Lease in a transaction requiring Landlord’s consent, Tenant shall have at the onebeginning of the twenty-time right fifth (25th) month of the Term hereof after providing Lessee with ninety (90) days written notice of Lessor's intent to cancel. Lessee also agrees that Lessor may cancel its obligations under this Lease at the beginning of the sixty-first (61st) month of the Term hereof after providing Lessee with one hundred eighty (180) days written notice of Lessor's intent to cancel This option may also be exercised at the beginning of each successive thirty-six (36) month period (eg. 97th month, 133rd month, 169th month, etc.) thereafter, including the renewal option terms, upon Lessee giving Lessor one hundred eighty (180) days notice of its intent to cancel. Upon exercise of this option, Lessor shall pay Lessee the amount of four (4) times the monthly rental for the month in which notice of cancellation was given, payable upon notification to Lessee of Lease effective cancellation, as consideration for Lessee's cancellation of the seventh (7th) anniversary of Lease Agreement between the Rent Commencement Date (the “Cancellation Option Termination Date”), provided that (A) Tenant shall have given Landlord, at least twelve (12) months prior to the Cancellation Option Termination Date, a notice (the “Cancellation Notice”) of Tenant’s parties. Upon cancellation of this Lease effective as of the Cancellation Option Termination Dateby either party, Lessor shall have, and (B) Tenant shall have paid LandlordLessee hereby grants to Lessor, simultaneously with the giving of the Cancellation Notice, an amount equal option to (x) the unamortized costs incurred repurchase all fixtures and paid by Landlord in connection with this Lease for (a) brokerage commissions, (b) free rent, and (c) the cost of Landlord’s Work and the Tenant Improvement Allowance, all amortized on a straight-line basis over the originally scheduled Term, at an annual interest rate of 8% (the “Cancellation Payment”). Upon Tenant’s request, Landlord shall promptly deliver to Tenant an itemized list of such costs incurred by Landlord and, where applicable, evidence of such costs. Time is of the essence with respect to the giving of the Cancellation Notice by Tenant and the making of the Cancellation Payment by Tenant by the date improvements as set forth above. Upon the timely giving of the Cancellation Notice and the timely payment of the Cancellation Payment, the Term of this Lease shall expire on the Cancellation Option Termination Date as if such date were the Fixed Expiration Date and neither party shall have any further rights or obligations under this Lease, except for such rights and obligations which expressly survive the termination or expiration of the Term of this Lease.in Schedule 2.1(a)(i)