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

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time right to terminate this Lease as to the Premises in its entirety (the "Right to Terminate"), upon the expiration of the thirty-sixth (36th) month of the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letter.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision Subject to the terms of this Lease at Section 17.02, the time of Tenant's exercise of it's "Right parties hereto agree that if the estimated repair period with respect to Terminate" or on the "Termination Premises as set forth in the Damage Statements extends beyond the date that is twelve (12) months following the Casualty Date" as herein provided, Tenant shall have a one-time right as its sole and exclusive remedy may elect to terminate this Lease as by delivering Notice thereof to Landlord. Such Notice by Tenant to Landlord must be delivered not later than thirty (30) days following Tenant’s receipt of the Damage Statement, time being of the essence. Notwithstanding the foregoing, Tenant may not elect to terminate this Lease pursuant to the Premises foregoing terms if (i) the Damage Statement also provides that such repair work by Landlord may be completed within the required period herein in its entirety accordance with a working schedule requiring the performance of all or a portion of such repair work on an overtime basis and (the "Right ii) Landlord agrees to Terminate"), upon the expiration of the thirty-sixth (36th) month of the Term of perform such repair work in accordance with such working schedule. If Tenant shall not have so terminated this Lease (the "Termination Date"). or Tenant shall exercise its Right not be entitled to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to so terminate this Lease, as the case may be) and if within the longer of (iia) all unamortized costs twelve (12) months following the Casualty Date or (b) the length of the Tenant Allowance defined repair period set forth in the Work Letter attached Damage Statement (such longer period, as Exhibit X the same may be extended to this Lease, the extent of delays caused by Force Majeure (iiinot to exceed sixty (60) all unamortized costs of any broker's commission(sdays in the aggregate) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectivelyand/or Tenant, the "Termination Fee"“Restoration Period”). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate Full Casualty Restoration Work shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described abovenot have been substantially completed, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work as its sole and the amount of the brokerage commission(s) paid by Landlord in connection with this Leaseexclusive remedy, at any time following substantial completion the end of the Restoration Period upon not less than thirty (30) days’ prior Notice to Landlord, terminate this Lease as of the date set forth in such Notice (the “Casualty Termination Date”). Notwithstanding the foregoing, if Tenant Improvements shall properly deliver such Notice, but the Full Casualty Restoration Work pursuant shall have been substantially completed by the Casualty Termination Date, then such Notice shall be null and void and of no force or effect and this Lease shall remain in full force and effect. If Tenant exercises either of such rights to terminate this Lease, this Lease shall expire upon the attached Work Letterdate set forth in such Notice, and Tenant shall promptly thereafter vacate the Premises and surrender the same to Landlord.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of If this Lease at is not terminated under Section 8.2.1 or Section 8.2.2, Landlord shall use due diligence to restore the time Premises, or, in case of Tenant's exercise partial Taking, what may remain thereof using compensation awarded to Landlord by the Taking authority, (but Landlord shall not be obligated to restore any alterations, improvements or equipment installed or paid for by Tenant or that Tenant may be required or permitted to remove), to the condition existing prior to the casualty or Taking; provided, however, that if Landlord has not restored the Premises within nine months from the occurrence of it's "Right to Terminate" the damage (or on the "Termination Date" as herein providedeffective date of the Taking), Tenant shall have a one-time the right to terminate this Lease as by notice to the Premises in its entirety (the "Right to Terminate"), upon Landlord given within thirty days after the expiration of such nine-month period. Any such termination shall be effective thirty days after delivery of Tenant's notice of termination, unless Landlord substantially completes the work before the end of such thirty-sixth (36th) month day period, in which case Tenant's notice of termination shall be void. During such restoration, a just proportion of the Term Basic Rent and Additional Rent as determined in Landlord's reasonable opinion considering the nature and extent of this the damage or Taking, shall be abated. In the event of a Taking, if less than all of the Premises are restored, a just proportion of the Basic Rent and Additional Rent, similarly determined in Landlord's reasonable opinion, shall be abated for the remainder of the Lease (Term. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the "Termination Date")business of Tenant resulting in any way from such damage or Taking or the repair or restoration thereof. Tenant Landlord's obligations hereunder to restore shall exercise its Right to Terminate by and only by delivery be subject to Landlord's ability to obtain materials or to install the same strikes, not less than nine (9) labor difficulties, shortages of labor, or any cause beyond Landlord's reasonable control. If during the last twelve months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination NoticeLease Term, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this LeasePremises are materially damaged by fire or other casualty, (ii) all unamortized costs either of the Tenant Allowance defined in Buildings is materially damaged by fire or other casualty that materially and adversely affects Tenant's access to the Work Letter attached as Exhibit X to this LeasePremises, or (iii) all unamortized costs a Taking occurs, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty days of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Leasesuch fire, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectivelycasualty, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work LetterTaking.

Tenant’s Right to Terminate. Provided that no Event (A) Tenant may by at least one (1) year’s prior written notice (“Termination Notice”) sent to Landlord, at any time on or after the seventh (7th) anniversary of Default has occurred and is continuing under any provision the Last Portion Commencement Date, time being of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein providedessence, Tenant shall have a one-time right elect to terminate this Lease as to the Premises in its entirety a Termination Space (the "Right to Terminate"as hereinafter defined), upon effective on the expiration of the thirty-sixth date (36th) month of the Term of this Lease (the "“Early Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9”) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of specified in the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) which Early Termination Date may be no earlier than one (1) month installment of year after the Basic Rent at date on which the then-current rate (collectively, Termination Notice is received by Landlord. The Termination Notice must also specify the "Termination Fee")Space to which the Termination Notice is applicable. If Tenant fails properly exercises such right of termination, this Lease shall terminate with respect to timely exercise the Right to Terminate as herein providedTermination Space specified in the Termination Notice on the Early Termination Date, but such termination shall, at Landlord’s option, be effective only if (1) on or before the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial TermEarly Termination Date. Tenant may request vacates and delivers possession of the Termination Space in the condition required by this Lease: (2) Tenant is not in material default of a monetary obligation under this Lease after written notice to Tenant from Landlord pursuant to Article 33 (F) below and expiration of any applicable grace period at the final Completion Cost of time Tenant sends the Standard Improvements Work Termination Notice and on the Early Termination Date; and (3) Tenant pays the Termination Payment (as hereinafter defined) no later than thirty (30) days following the Early Termination Date, provided Landlord has provided Tenant with an invoice therefor in a timely manner and reflecting the appropriate amount of the brokerage commission(sTermination Payment in accordance with the schedule referred to in Section (E) paid by Landlord in connection with of this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work LetterArticle 3.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred the Tenant is Cogency Technology Incorporated and is continuing not in default under any provision the terms and conditions of this Lease at Lease, the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time the right to terminate this Lease as at any time after the 30th day of April 2001, upon delivery of written notice to the Premises in its entirety (the "Right to Terminate"), upon the expiration of the thirty-sixth (36th) month of the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, Landlord not less than nine six (96) months prior to the Termination Dateeffective date of termination, Tenant's irrevocable written notice under the following terms and conditions: (a) on the effective date of its exercise termination, the Tenant shall vacate the Leased Premises, leaving same in such condition and repair as required by the provisions of this Lease, and appropriate adjustments with respect to Base Rent, Additional Rent, and all other charges relating to the Leased Premises, shall be made between the Landlord and the Tenant to the effective date of termination. To the extent that any such adjustments cannot be calculated as of the Right effective date of termination, the Tenant shall remain liable to Terminate pay any amount required by such adjustments following the effective date of termination; (b) the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination the Landlord, concurrent with the submission of its written notice to the Landlord, surrender fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" the value of the "Standard Improvements Work" defined work provided by the Landlord in the Work Letter attached Leased Premises as Exhibit X described in Section 2.3 hereof depreciated on a straight line basis to this Lease, (ii) all unamortized costs zero over the original Term of the Lease as of the effective date of termination; and (c) if requested by the Landlord, the Tenant Allowance defined shall fully surrender the Lease with respect to the Leased Premises on the effective date of termination by execution of a formal document of surrender prepared by the Landlord. Notwithstanding the foregoing, it is understood and agreed that in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of event the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise its right to terminate this Lease in the Right manner hereinbefore specified, then this right to Terminate as herein provided, the Right to Terminate terminate shall be thereupon automatically extinguished null and shall be void and of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Lettereffect whatsoever.

Tenant’s Right to Terminate. Provided (a) Landlord and Tenant mutually acknowledge and agree that no Event the City of Default has occurred Pittsburgh, Allegheny County and/or the Commonwealth of Pennsylvania (individually, a “Government Authority” and collectively, “Governmental Authorities”) are facing current revenue shortfalls and that, accordingly, any or all of these Governmental Authorities may, at some time during the balance of the term of the Master Lease, impose additional taxes (excluding ad valorem real property taxes), materially increase existing tax rates (excluding ad valorem real property taxes), expand the scope or applicability of existing taxes (excluding ad valorem real property taxes) or eliminate or reduce existing tax exemptions, exclusions or abatements (excluding ad valorem real property taxes) (“Future Adverse Tax Changes”). In the event that Future Adverse Tax Changes are imposed or enacted by any one or more of the Governmental Authorities after the Effective Date and, as a direct and proximate consequence thereof: (i) Tenant can demonstrate to Landlord, by the production of commercially reasonable documentary evidence prepared by an independent public accounting firm, that such Future Adverse Tax Changes have caused Tenant’s business operations in the Premises to incur an additional tax liability of at least Five Million Dollars ($5,000,000.00) during any calendar year; and (ii) Tenant elects to relocate its business from the Premises to a location outside of the jurisdiction of the Governmental Authority responsible for imposing or enacting the Future Adverse Change, then, in such an event, Tenant may elect to terminate the Master Lease upon one hundred eighty (180) days’ prior written notice to Landlord. (b) If the foregoing termination right should arise and Tenant should exercise such right, Landlord shall be entitled to recoup from Tenant the sum more particularly detailed in Exhibit “A” attached hereto and made a part hereof (based on the dollar amounts and line items set forth in Exhibit A and the amortization set forth in the schedules prepared by Landlord attached to Exhibit A) and which is continuing under any provision further described as the unearned portion of that benefit which will have accrued to Tenant by virtue of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or Amendment based on the "Termination Date" as herein provided, Tenant date upon which such termination shall have a one-time right occurred. Such payment shall be made by Tenant to terminate this Lease as to the Premises in its entirety (the "Right to Terminate"), upon Landlord no later than the expiration of the thirty-sixth (36th) month date of the Term of this Lease (as determined by the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a foregoing termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letterright.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred If the Leased Premises, Building 4 or the Common Area are damaged by any peril and is continuing under any provision of Landlord does not elect to terminate this Lease at or is not entitled to terminate this Lease pursuant to this Article, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be complete. Tenant shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Landlord of a written notice of election to terminate within thirty (30) days after Tenant receives from Landlord the estimate of the time needed to complete such restoration: (a) If the construction time estimated to substantially complete the restoration exceeds twelve (12) months; or (b) If the damage occurred within twelve (12) months of the last day of the Lease Term and the construction time estimated to substantially complete the restoration exceeds thirty (30) days; or (c) Tenant does not receive insurance proceeds equal to ninety percent (90%) or more of the cost to rebuild Tenant’s improvements in the Leased Premises; or (d) The rebuilding of Tenant's exercise ’s improvements in the Leased Premises is not allowed by any laws or Restrictions; or (e) If Tenant has not terminated this Lease pursuant to either of it's "Right subparagraphs (a) or (b) above, the repairs in question are to Terminate" the Leased Premises or on portion of the "Termination Date" as herein providedProperty providing access to the Leased Premises and Landlord’s repairs undertaken pursuant to Paragraph 10.1 are not actually completed within one hundred eighty (180) days after the time period set forth in the casualty repair estimate, which time period is subject to extension for Excusable Delays, Tenant shall have a one-time the right to terminate this Lease by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date may be up to thirty (30) days after delivery of the Damage Termination Notice. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) Business Days of Landlord’s receipt of the Damage Termination Notice, a certificate from Landlord’s contractor responsible for the repair of the damage certifying that, in such contractor’s good faith judgment, the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If the repairs shall be substantially completed prior to the Premises in its entirety expiration of such thirty (30) day period, then the "Right to Terminate")Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such thirty (30) day period. At any time, from time to time, after the thirty-sixth date occurring sixty (36th60) month days after the date of the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlordcasualty, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from that Landlord the final Completion Cost inform Tenant of Landlord’s reasonable opinion of the Standard Improvements Work and the amount date of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant repairs and Landlord shall respond to the attached Work Lettersuch request within five (5) business days.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred If the Leased Premises, the Building or the Common Area are damaged by any peril and is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time right Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Article, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the Premises in its entirety restoration work required of Landlord may be complete. Landlord agrees to provide such opinion to Tenant within thirty (30) days after the "Right date of damage if reasonably practicable; otherwise, Landlord will provide a written status report to Terminate"), upon the expiration Tenant within such 30-day period and shall subsequently issue a final opinion to Tenant within ten (10) days of the thirty-sixth (36th) month date on which Landlord determines the availability of permits to rebuild and the Term date on which Landlord determines the availability of insurance proceeds to rebuild, whichever is later. Will Tenant shall have the option to terminate this Lease (if Tenant is not then in monetary or material non-monetary default) in the "Termination Date"). Tenant shall exercise its Right to Terminate by and event any of the following occurs, which option may be exercised only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable Landlord of a written notice of its exercise of the Right election to Terminate terminate within thirty (the "Termination Notice"). Concurrently with the giving of the Termination Notice, 30) days after Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request receives from Landlord the final Completion Cost estimate of the Standard Improvements Work time needed to complete such restoration: (a) If the time estimated to substantially complete the restoration exceeds twelve months from and after the date the architect’s or construction consultant’s written opinion is delivered; or (b) If the damage occurred within eighteen months of the last day of the Lease Term and the amount time estimated to substantially complete the restoration exceeds one hundred eighty (180) days from and after the date such restoration is commenced. (c) In addition, if the damage was not caused by the actions or omissions of Tenant or any of Tenant’s Parties, Tenant may terminate this Lease if the Leased Premises or any portions of the brokerage commission(sCommon Area providing access to or parking for the Leased Premises are damaged by a casualty to the extent that Tenant does not have reasonable access to or parking for the Leased Premises and Xxxxxxxx Xxxxxxxx X has not within a reasonable time (not to exceed ninety (90) paid by Landlord in connection with this Lease, at any time following substantial completion days from the date of the casualty) provided a reasonable parking alternative for Tenant Improvements Work pursuant at the Project or in offsite areas within reasonable proximity to the attached Work LetterBuilding and Tenant is not actually using the Leased Premises as a result thereof.

Tenant’s Right to Terminate. Provided A. Notwithstanding anything to the contrary contained herein, this Lease and all of Tenant's obligations hereunder are conditional and contingent upon Tenant's receipt of approval of Business Employment Incentive Program Incentives presently pending with the New Jersey Economic Development Authority ("EDA") and --- the state of New Jersey (the "State") in amount and form acceptable to Tenant in ----- Tenant's reasonable discretion (the "Governmental Incentives"). If the ----------------------- Governmental Incentives are not received by February 10, 2000, Tenant may by written notice to Landlord terminate this Lease as provided in Section 59.C., whereupon all obligations and liabilities of both Landlord and Tenant shall be extinguished, except only that Tenant agrees under such circumstances to reimburse Landlord promptly for Landlord's "Commensurate Damages" as defined below. The contingency shall expire and thereafter be of no Event force or effect on February 10, 2000. B. As a condition to the effectiveness of Default has occurred and is continuing under any provision Tenant's termination of this Lease at the time of Tenant's exercise of it's "Right pursuant to Terminate" or on the "Termination Date" as herein providedSection 59.A., Tenant shall pay the following amounts to Landlord (such amounts being referred to herein as "Commensurate Damages"); -------------------- (1) Tenant shall reimburse Landlord for all out of pocket costs incurred by Landlord in connection with the preparation and execution of this Lease, including without limitation, attorney's fees, design and space planning costs, inspection costs, and consultant's fees; and (2) Tenant shall also pay to Landlord (i) an amount equal to the difference between the Base Rent that would have been payable by Tenant hereunder for the period beginning November 1, 2000 and ending October 31, 2003, and the actual base rent (i.e., excluding amounts paid by such tenants as reimbursement for operating and other expenses) received by Landlord from other tenants to whom space in the Building is hereafter leased by Landlord during such time period, and (ii) an amount equal to the actual costs incurred by Landlord in owning, operating and maintaining the Building, so long as the Building is vacant, during such time period ("Vacant Operating Costs"). ---------------------- The amounts payable pursuant to Section 59.B(1) shall be paid by Tenant to Landlord within 15 days after receipt of a one-statement therefor from Landlord together with reasonable backup supporting information, such as copies of invoices. The amounts payable pursuant to Section 59.B.2. shall be paid from time right to time (but not more frequently than monthly) within 15 days after receipt by Tenant of a statement from Landlord reflecting the amount of Base Rent that would have accrued for the time period in question, the amount of any base rent actually received from other tenants of the Building during such period, and the amount of Vacant Operating Costs for the period in question. C. If Tenant has not acted to terminate this Lease as to the Premises in its entirety (the "Right to Terminate"), upon the expiration of the thirty-sixth (36th) month of the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable giving written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of that the "Governmental Incentives have not been received by 5:00 p.m. Eastern Standard Improvements Work" defined in the Work Letter attached as Exhibit X to Time on February 10, 2000, then this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, Section 59 shall terminate and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or and effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letter.

Tenant’s Right to Terminate. Provided In the event (i) a Casualty occurs and it is reasonably determined by an independent contractor selected by Tenant and Approved by the Landlord Representative (such Approval not to be unreasonably withheld) that no Event it will take longer than two (2) years from the commencement of Default has occurred the Casualty Repair Work to complete the Casualty Repair Work with respect to the Leased Premises or (ii) a Casualty occurs during the last five (5) years of the Term and (a) it is continuing under any provision reasonably determined by an independent contractor selected by Tenant and Approved by the Landlord Representative (such Approval not to be unreasonably withheld) that it will take longer than one (1) year from the commencement of the Casualty Repair Work to complete the Casualty Repair Work with respect to the Leased Premises or (b) it is reasonably determined by an independent contractor selected by Tenant and Approved by the Landlord Representative (such Approval not to be unreasonably withheld) that it will cost more than sixty percent (60%) of the replacement cost of Project Improvements to complete the Casualty Repair Work with respect to the Leased Premises, then Tenant may, at its option (exercised within one hundred eighty (180) calendar days after such Casualty), terminate this Lease at by satisfying each of the time following which shall be conditions precedent to the effectiveness of any such termination (x) serving Notice upon Landlord within such period setting forth Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time right ’s election to terminate this Lease as to the Premises in its entirety (the "Right to Terminate"), upon the expiration a result of such Casualty as of the thirty-sixth (36th) month end of the Term of this Lease calendar month in which such Notice is received by Landlord and (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery y) paying to Landlord, not less than nine (9) months prior concurrently with the service of such Notice, the Rent and other payments, including Impositions, which would otherwise have been payable up to the Termination Dateeffective date of such termination. Upon the service of such Notice and the making of such payments within the period aforesaid, Tenant's irrevocable written notice of its exercise of this Lease shall cease and terminate on the Right to Terminate (the "Termination Notice"). Concurrently date specified in such Notice with the giving of same force and effect as if such date were the Termination Noticedate originally fixed as the Lease Expiration Date. In addition to Tenant’s obligations under Article XXII, Tenant shall pay thereafter be obligated to demolish and remove all debris with respect to the Leased Premises which have been damaged by such Casualty in a manner consistent with Section 9.4 and 9.5, if Landlord a termination fee so requires. Failure by Tenant to terminate this Lease within the foregoing time period shall constitute an election by Tenant to keep this Lease in an amount equal full force and effect, in which event Tenant shall commence to (i) all unamortized costs perform the Casualty Repair Work in accordance with the terms of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letter.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision Subject to the remaining terms of this Section 11.2.2, if Landlord does not elect to terminate this Lease at pursuant to Landlord's termination right as provided above, and either (a) the time repairs cannot, in the reasonable opinion of the Construction Professional, be completed within twelve (12) months after the Casualty, or (b) the damage occurs during the last twelve (12) months of the Lease Term and Tenant has not exercised any option to extend the Lease Term) and repair will reasonably require in excess of ninety (90) days to complete, then Tenant may elect, within thirty (30) days after Tenant's receipt of the applicable Landlord Casualty Notice, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date such notice is given by Tenant. Furthermore, if neither Landlord nor Tenant has terminated this Lease pursuant to this Section 11.2, and the repairs are not actually completed for any reason (including Force Majeure), other than the fault of Tenant, within ninety (90) days after the later of (a) twelve (12) months after the Casualty and (b) the date specified for completion in Landlord's exercise of it's "Right to Terminate" or on the "Termination Date" as herein providedCasualty Notice, then Tenant shall have a one-time the right to terminate this Lease during the first five (5) business days of each calendar month following the expiration of such ninety (90) day period until such time as the repairs are complete, by notice to the Premises in its entirety Landlord (the "Right to TerminateDelayed Repair Termination Notice"), effective as of a date set forth in the Delayed Repair Termination Notice (the "Delayed Repair Termination Date"), which Delayed Repair Termination Date shall not be less than ten (10) business days following the date such Delayed Repair Termination Notice was delivered to Landlord. Notwithstanding the foregoing, if Tenant delivers a Delayed Repair Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Delayed Repair Termination Date for a period ending thirty (30) days after the Delayed Repair Termination Date set forth in the Delayed Repair Termination Notice by delivering to Tenant, within five (5) business days of Landlord's receipt of the Delayed Repair Termination Notice, written notice that it is Landlord's good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Delayed Repair Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty (30)-day period, then the Delayed Repair Termination Notice shall be of no force or effect and this Lease shall continue, but if the repairs shall not be substantially completed within such thirty (30)-day period, then this Lease shall automatically terminate upon the expiration of such thirty (30)-day period. Notwithstanding anything set forth to the thirty-sixth (36th) month contrary in this Section 11.2, Tenant shall have the right to terminate this Lease under this Section 11.2.2 only if each of the Term following conditions are satisfied: (a) the damage to the Project by Casualty, was not caused by the willful misconduct of Tenant or a Tenant Party; (b) Landlord has not then commenced pursuing its remedies under this Lease (other than the "Termination Date"). mere delivery of notice) due to Tenant shall exercise being in economic default under this Lease beyond applicable notice and cure periods; (c) as a result of the damage, Tenant, in its Right to Terminate by and only by delivery to Landlordcommercially reasonable business judgment, cannot less than nine conduct its business from all or a material portion of the Premises; and, (9d) months prior as a result of the damage to the Termination DateProject, Tenant's irrevocable written notice of its exercise Tenant does not in fact occupy or use all or a material portion of the Right to Terminate (Premises. In the "Termination Notice"). Concurrently event this Lease is terminated in accordance with the giving terms of the Termination Noticethis Section 11.2, Tenant shall pay assign to Landlord a termination fee in an amount equal (or to (iany party designated by Landlord) all unamortized costs insurance proceeds payable to Tenant under Tenant's insurance required under Section 10.3.1 of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letter.

Tenant’s Right to Terminate. Upon Landlord’s Sale of Ski Operation Property and/or the Water Park Property to Unrelated Third Party. (a) Provided that no Event of Default has occurred and Tenant is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein providednot in default hereunder, Tenant shall have a one-time the right to terminate this Lease as upon written notice to Landlord if at any time during the Premises Term, Landlord sells or otherwise transfers all or substantially all of its interest in its entirety the Ski Operation Property and/or the Water Park Property to an unrelated third party that is not an Affiliate of Landlord. (the "Right b) To be effective, any such notice of termination must be delivered by Tenant to Terminate"), upon the expiration Landlord within sixty (60) days after Tenant receives notice from Landlord that such sale or other transfer has taken place. Failure of the thirty-sixth (36th) month of the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable deliver written notice of its exercise termination within such sixty (60) day period shall be deemed a waiver of Tenant’s right to terminate pursuant to this Section 22.1. If the termination notice is given between September 15th and December 31st of any year, then the termination shall be effective on the first February 1st following Landlord’s receipt of such termination notice. If the termination notice is given at any other time during the year, then the termination shall be effective on the first September 30th following Landlord’s receipt of such termination notice. (c) In the event of termination pursuant to this Section 22.1, Landlord shall be obligated to pay to Tenant, in immediately available funds, on or before sixty (60) days following the effective date of such termination, a termination payment equal to the unamortized cost of those Tenant Improvements that were constructed by Tenant on the Water Park Property since the Commencement Date, but only to the extent of those Tenant Improvements that Landlord and Tenant have agreed in writing will remain on the Water Park Property following Tenant’s termination of the Right Lease. The unamortized cost of each Tenant Improvement shall be determined by reducing Tenant’s cost of such Tenant Improvement by five percent (5%) per year for up to Terminate twenty (20) years, from the "Termination Notice"). Concurrently with date the giving Tenant Improvement was placed in service through the effective date of termination. (d) As a condition to Landlord’s obligation to make the Termination Noticetermination payment hereunder, Tenant shall pay be required to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" reasonably substantiate its calculation of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion cost of the Tenant Improvements Work pursuant on which the termination payment shall be based. If the Parties are unable to agree on the attached Work Letterunamortized cost of the Tenant Improvements, the Parties shall jointly select an unrelated, third party accountant that shall examine Tenant’s books and records to determine such amount, which determination shall be conclusive and binding on the Parties. (e) Landlord shall have the right to off-set against the termination payment due to Tenant all Rent and other sums due to Landlord hereunder as of the date Landlord is required to make such termination payment to Tenant.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of If Landlord does not elect --------------------------- to terminate this Lease at pursuant to Landlord's termination right as provided above, and the time repairs of such damage cannot, in the reasonable judgment of the contractor selected by Landlord to complete such repairs, be completed to the standard set forth in Section 11.1, above, within two hundred forty (240) days after the Damage Date (which two hundred forty (240) day period shall not be subject to extension as a result of any "Force Majeure" as that term is defined in Section 29.16, below), Landlord shall, within sixty (60) days after the Damage Date, deliver notice of such fact to Tenant. Within thirty (30) days after Tenant's exercise receipt of itsuch notice, Tenant may elect to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's "Right notice, which date may be up to Terminate" or on ninety (90) days following the "Termination Date" as herein provideddate of the notice. Furthermore, if neither Landlord nor Tenant has terminated this Lease, and the repairs are not actually completed within such two hundred forty (240) day period, Tenant shall have a one-time the right to terminate this Lease within five (5) business days of the end of such period and thereafter during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice to the Premises in its entirety Landlord (the "Right to TerminateDamage Termination Notice"), effective as of a date set forth in the Damage Termination Notice (the "Damage Termination Date"), which Damage Termination Date shall not be less than five (5) business days following the end of such period or each such month, as the case may be. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right, which may only be exercised once with respect to any specific event of damage or destruction, to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord's receipt of the Damage Termination Notice, a certificate of Landlord's contractor responsible for the repair of the damage certifying that it is such contractor's good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty-day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty-day period, then this Lease shall terminate upon the expiration of the such thirty-sixth day period. At any time, from time to time, after the date occurring thirty (36th30) month of days after the Term of this Lease (the "Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior to the Termination Damage Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request that Landlord provide Tenant with a certificate from Landlord the final Completion Cost architect or contractor described above setting forth such architect's or contractor's reasonable opinion of the Standard Improvements Work and the amount date of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant repairs and Landlord shall respond to the attached Work Lettersuch request within five (5) business days.

Tenant’s Right to Terminate. Provided that no Event of Default Tenant has occurred and is continuing under any provision of this not assigned the Lease at the time of Tenant's exercise of it's "Right to Terminate" (except for Permitted Transfers or on the "Termination Date" as herein providedassignees approved by Landlord), then Tenant shall have a one-one time right to terminate this Lease as to after the Premises in its entirety fifth (the "Right to Terminate"), upon the expiration 5th) full year of the thirty-sixth (36th) month Extended Term, provided all of the Term following terms and conditions are satisfied, time being of this Lease the essence: (i) no uncured Event of Default shall then be outstanding; (ii) Tenant exercises the "Termination Date"). Tenant shall exercise its Right option to Terminate terminate by and only by delivery written notice delivered to Landlord, not less Landlord no later than nine six (96) months prior to the Termination Date, Tenant's irrevocable written notice effective date of its exercise of the Right termination (hereinafter referred to Terminate (as the "Termination Notice"). Concurrently with the giving of the Termination Notice, ; and (iii) Tenant shall pay pays to Landlord a termination fee of $388,672.08 (the "Termination Payment"). The Termination Payment shall be paid to Landlord by cashier's check, wire transfer of funds or other cash equivalent and shall be due sixty (60) days prior to the effective date of the termination. Notwithstanding the foregoing, in an amount equal to the event the Tenant exercises the aforementioned termination right, Rent, Additional Rent, and all other charges will be due and payable until the later of (i) all unamortized costs of the date Tenant fully vacates the Premises or (ii) six (6) months following Landlord's "Completion Cost" receipt of the "Standard Improvements Work" defined Termination Notice. 10. In consideration of the Extended Term and other provisions of this Amendment, Landlord shall pay Tenant an inducement payment in the Work Letter attached as Exhibit X to amount of $396,887.00 (the "Lease Inducement Payment"). The Lease Inducement Payment shall be paid, provided no Event of Default is outstanding under this Lease on or before October 4, 2004. Provided, however, that if an Event of Default is then outstanding under this Lease, such payment shall be made within thirty (30) days after Tenant has cured such Event of Default. In the event Landlord fails to timely pay the Lease Inducement Payment, then, in addition to any other remedies available to Tenant, Tenant may upon written notice of such default to Landlord offset the outstanding amount of such payment against Rent and Additional Rent coming due under the Lease until such unpaid amount has been off-set or paid in full. 11. In consideration of the Extended Term and other provisions of this Amendment, Landlord agrees to perform the Landlord work described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Landlord's Work"), within the timeframes set for in such Exhibit. 12. Other than Xxxxx Xxxxx of Xxxxxxx and Xxxx Xxxx of Cresa Partners ("Broker"), Landlord and Tenant each warrant that there are no claims for broker's commission or finder's fees in connection with its execution of this Amendment or the tenancy hereby created and each party agrees to indemnify and save the other harmless from any liability that may arise from any such claim arising out of the representation or purported representation of such party, including reasonable attorneys fees. Landlord agrees to pay any broker's commission or finders fees due to Broker in accordance with a separate agreement between Landlord and Broker. 13. Tenant acknowledges that it has examined and inspected the Premises and is familiar with the physical condition thereof. Tenant further acknowledges that, except for the (i) Landlord's Work, (ii) all unamortized costs Landlord's maintenance obligations in accordance with Article VIII, Section 8.2 of the Tenant Allowance defined in Lease, namely Repairs and Maintenance, Landlord Obligations or (iii) other express Landlord maintenance obligations under the Work Letter attached as Exhibit X to this terms of the Lease, (iii1) all unamortized costs Landlord has not made and does not hereby make any representations regarding the physical condition of any broker's commission(sthe Premises, (2) paid by Landlord to any real estate broker representing Tenant in connection with this Leasethere are no warranties, either expressed or implied, regarding the condition of the Premises and (iv3) one Tenant agrees to accept the Premises in their "as is" condition. 14. One (1) month installment Guaranty of Lease is attached hereto and made a part hereof. 15. Except where this First Amendment to Lease specifically changes same, all other terms, conditions and covenants of the Basic Rent at original Lease Agreement shall remain the then-current rate (collectivelysame, where applicable, and are hereby reaffirmed. Defined terms used in this First Amendment to Lease and not otherwise defined herein shall have the "Termination Fee")meaning described to such terms in the Lease. 16. If The submission of this document for examination and negotiation does not constitute an offer, and this document shall become effective and binding only upon the execution thereof by both Landlord and Tenant, regardless of any written or verbal representation of any agent, manager or other employee of Landlord to the contrary. All negotiations, consideration, representations and understandings between Landlord and Tenant fails are incorporated herein and the Lease and this First Amendment to timely exercise Lease expressly supersede any proposals or other written documents relating hereto. The Lease and this First Amendment to Lease may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the Right provisions thereof. 17. This First Amendment to Terminate as herein providedLease may be executed in counterparts, the Right to Terminate each of which shall be thereupon automatically extinguished and an original, but all of which together shall be of no further force or effect. In calculating constitute one in the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Lettersame agreement.

Tenant’s Right to Terminate. Provided that no Event Notwithstanding the date herein definitely fixed for the end and expiration of Default has occurred and is continuing under any provision the term of this Lease Lease, at the time end of Tenant's exercise the third (3rd) anniversary of it's "Right to Terminate" or on the "Termination Rent Commencement Date" as herein provided, Tenant shall will have the absolute and unconditional right to terminate the Lease as modified hereby, and end the term hereof, provided Tenant give Landlord not fewer than one hundred and twenty ( 120) days' prior written notice of said termination, which notice will set forth the termination date; on such date the Lease as modified hereby, and the term hereof will end and expire as fully and completely as if such date were the day herein definitely fixed for the end and expiration of the Lease as modified hereby, and Tenant will then vacate and surrender the Premises to Landlord in the condition required by the Lease as modified hereby. If the date of termination is not the last day of a one-calendar month, Minimum Annual Rent and additional rent for the month in which such date occurs will be appropriately apportioned. Tenant acknowledges that if it does exercise its one time right to terminate this as set forth above on the termination of the Lease as to the Premises in its entirety (the "Right to Terminate")modified hereby, upon the expiration Landlord will be paid within thirty days of the thirty-sixth Termination Date an amount which will be equal to one year's payment of Minimum Rent as described in Section l .1 (36thf) month and all operating expenses as described in Section 2.6 for one year being the fourth (4th) year of the Term primary term. Accordingly, if Tenant holds over after the termination of this the Lease (the "Termination Date"). as modified hereby, Tenant shall exercise its Right to Terminate by and only by delivery will pay to Landlord, not less than nine (9) months prior in addition to the Termination Date, aforementioned sum commencing the day after the termination a charge for use and occupancy of the Premises as outlined in the Lease. Tenant's irrevocable written notice of its exercise payment for such use and occupancy is not be construed as giving Tenant the right to occupy all or any part of the Right to Terminate (Premises after the "Termination Notice"). Concurrently with the giving termination of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached Lease as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Lettermodified hereby.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of this Lease Lease, either at the time of Tenant's exercise ’s election of it's "Right its right to Terminate" terminate granted herein or on as of the "effective Termination Date" as herein provided, Tenant shall have a the one-time right to terminate this Lease as to the Premises in its entirety (or its leasing of either the "Right to Terminate")900 X. XxXxxxxx Premises or the 940 X. XxXxxxxx Premises in their entirety, upon effective as of the expiration of the thirty-sixth (36th) month 84th full calendar of the Term of this Lease following the Commencement Date (the "“Termination Date"”). , provided Tenant shall exercise has delivered its Right irrevocable written notice of such election to Terminate by and only by delivery terminate (the “Termination Notice”) to Landlord, Landlord not less later than nine (9) 9 months prior to the Termination Date. The Termination Notice shall irrevocably specify whether Tenant’s election to terminate is to the Lease in its entirety or as to either the 000 X. XxXxxxxx Premises or the 940 X. XxXxxxxx Premises, Tenant's irrevocable written notice and in the absence of its exercise of such specification, the Right termination shall be deemed to Terminate (be for the "Termination Notice")entire Lease. Concurrently with All rental and other costs due under this Lease for the giving of Premises shall be due and payable by Tenant to Landlord through the Termination NoticeDate. In addition, should Tenant exercise the foregoing right to terminate, Tenant shall pay to Landlord Landlord, within 30 days following invoicing by Landlord, a separate termination fee fee, in an amount equal to the following amount: (i) all unamortized costs of Landlord's "Completion Cost" of $929,384.00 if the "Standard Improvements Work" defined termination is as to the Lease in the Work Letter attached as Exhibit X to this Leaseits entirety, (ii) all unamortized costs of $419,245.00 if the Tenant Allowance defined in termination is only as to the Work Letter attached as Exhibit X to this Lease900 N XxXxxxxx Premises, or (iii) all unamortized costs of $510,139.00 if the termination is only as to the 940 N XxXxxxxx Premises. Any such termination by Tenant shall not abrogate any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment obligation existing under the Lease as of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails Date or otherwise attributable to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work LetterTenant’s occupancy thereof.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred If the Leased Premises, Building 2 or the Common Area are damaged by any peril and is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time right Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Article, then within forty-five (45) days of such casualty, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the Premises in its entirety restoration work required of Landlord may be complete (the "Right to Terminate"), upon the expiration of the thirty-sixth (36th) month of the Term of this Lease (the "Termination Date"“Restoration Estimate”). Tenant shall exercise its Right have the option to Terminate by and terminate this Lease (if Tenant is not then in default) in the event any of the following occurs, which option may be exercised only by delivery to Landlord, not less than nine (9) months prior to the Termination Date, Tenant's irrevocable Landlord of a written notice of its election to terminate within the specific time periods provided in subparagraphs (a) through (c) herein: (a) If the time estimated to substantially complete the restoration exceeds twelve months from and after the date the restoration work is commenced, as shown by the Restoration Estimate, provided that such written notice is delivered within ten (10) business days after Tenant receives the Restoration Estimate from Landlord. In the event Tenant does not have a right of termination under this subparagraph (a), or has such a right but elects not to terminate, Landlord shall exercise diligent efforts to obtain the building permit required in order to commence the restoration work; or (b) If the damage occurred within twelve months of the Right to Terminate (the "Termination Notice"). Concurrently with the giving last day of the Termination NoticeLease Term and the time estimated to substantially complete the restoration exceeds one hundred eighty days from and after the date of such casualty, as shown by the Restoration Estimate, provided that such written notice is delivered within ten (10) business days after Tenant shall pay receives the Restoration Estimate from Landlord; or (c) If the restoration is not completed within the later to Landlord a termination fee in an amount equal to occur of (i) all unamortized costs of Landlord's "Completion Cost" of twelve months from and after the "Standard Improvements Work" defined in date the Work Letter attached as Exhibit X to this Leaserestoration work is commenced, or (ii) all unamortized costs of the Tenant Allowance defined period set forth in the Work Letter attached Landlord’s Restoration Estimate (as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate such period shall be thereupon automatically extinguished and shall be extended by such number of no further force days of delay, if any, attributable to Tenant Delay or effect. In calculating Force Majeure), provided that such written notice is delivered within ten (10) business days after the unamortized costs described aboveend of such period (as extended, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant to the attached Work Letterif applicable).

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time the right to terminate --------------------------- this Lease as to the Premises in its entirety (the "Right to Terminate")Lease, without penalty, upon the expiration thirty (30) days' written notice to Landlord in any of the thirty-sixth following situations: (36thi) month if Landlord has not delivered the entire Premises and the Permits to Tenant by August 31, 1998; (ii) if at any time thereafter it can be determined that (due to delays caused by Landlord) Tenant will be unable to commence business operations upon the entire Premises by December 31, 1998; (iii) if by June 15, 1998 Nippon has not executed the Non- Disturbance Agreement or caused the reconveyance of the Term Nippon Trust Deed; (iv) if Nippon commences foreclosure proceedings under the Nippon Trust Deed (but such termination notice shall not be effective if the lien thereof is removed or the proceedings have been discontinued, withdrawn or cancelled within 90 days after the commencement of this Lease foreclosure proceedings); or (v) if CCCLA has not entered into the "Termination Date")Relocation Agreement by June 15, 1998. Tenant shall exercise its Right Any termination notice delivered pursuant to Terminate by and only by delivery item (i) above may be delivered at any time after August 31, 1998 but prior to Landlord's delivery of the entire Premises and Permits. Any termination notice delivered pursuant to item (ii) above may be delivered at any time after August 31, not less than nine 1998 but prior to Tenant's commencement of business operations upon the entire Premises. Any termination notice delivered pursuant to item (9iii) months above may be delivered at any time after June 15, 1998 but prior to the Termination Date, Tenant's irrevocable written notice of its exercise execution of the Right to Terminate (the "Termination Notice"). Concurrently with the giving Non-Disturbance Agreement or reconveyance of the Termination Notice, Tenant shall pay Nippon Trust Deed. Any termination notice delivered pursuant to Landlord a termination fee in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and item (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee"). If Tenant fails to timely exercise the Right to Terminate as herein provided, the Right to Terminate shall above may be thereupon automatically extinguished and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s) paid by Landlord in connection with this Lease, delivered at any time following substantial completion after Nippon commences foreclosure proceedings but prior to the removal of the Tenant Improvements Work subject lien or the discontinuation, withdrawal or other cancellation of those proceedings by Nippon or its trustee. Any termination notice delivered pursuant to item (v) above may be delivered at any time after June 15, 1998 but prior to CCCLA's execution of the attached Work LetterRelocation Agreement. Said termination shall, at Tenant's option (as specified in the termination notice), be effective either with respect to the entire Premises or only such portions thereof which have not been delivered as of the date of the notice or will not be useable by December 31, 1998.

Tenant’s Right to Terminate. Provided that no Event of Default has occurred and is continuing under any provision of this Lease at the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time the right ("Tenant's Termination Option") to terminate this Lease as to the Premises in its entirety (the "Right to Terminate"), upon the expiration of the thirtylast day of the sixty-sixth (36th) third month of the Term of this Lease (the "Early Termination Date"). Tenant shall exercise its Right to Terminate by and only by delivery to Landlord, not less than nine (9) months prior pursuant to the Termination Date, provisions of this Section 27. Tenant's irrevocable Termination Option shall be exercised by Tenant by written notice of its exercise of the Right to Terminate (the "Termination Notice") to Landlord at least twelve (12) months prior to the Early Termination Date and by payment to Landlord of an amount equal to the sum of (i) any past due Rent or other charges payable by Tenant to Landlord hereunder as of the date of delivery of the Termination Notice, plus (ii) $5,000.00, plus (iii) the unamortized portion (as of the Early Termination Date) of the Excess Allowance (collectively, the "Termination Payment"). Concurrently As used herein, the phrase "Excess Allowance" shall mean $16,800.00. In determining the amount for subparagraph (iii) above, such $16,800.00 shall be amortized on a straight-line basis, with interest, at the annual rate of ten percent (10%), over the period from the Commencement Date through and including August 31, 2008. The Termination Payment shall be paid to Landlord simultaneously with the giving of the Termination Notice. If Tenant fails timely to give the Termination Notice, then Tenant shall have no further right to terminate this Lease, time being of the essence with respect to exercise of Tenant's Termination Option. Furthermore, if Tenant fails to pay to Landlord the Termination Payment simultaneously with the giving of the Termination Notice, Tenant the Termination Notice shall pay to Landlord a termination fee not be effective and this Lease shall continue in an amount equal to (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, (ii) all unamortized costs of the Tenant Allowance defined in the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, full force and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee")effect. If Tenant fails to properly exercises Tenant's Termination Option by giving Landlord timely exercise the Right to Terminate as herein provided, the Right to Terminate shall be thereupon automatically extinguished notice and shall be of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from paying Landlord the final Completion Cost Termination Payment simultaneously with the giving of the Standard Improvements Work and Termination Notice, then this Lease shall expire on the amount of the brokerage commission(s) paid by Landlord in connection with this LeaseEarly Termination Date, at any time following substantial completion of the Tenant Improvements Work unless terminated earlier pursuant to the attached Work Letterterms and provisions of this Lease.

Tenant’s Right to Terminate. Provided that no Event Subject to the Required Conditions and either (a) the Tenant’s business has been sold to an arm’s length third party with the Landlord’s consent as required by this Lease, or (b) the Tenant ceases to operate in the City of Default has occurred and is continuing under any provision of this Lease at Toronto, then the time of Tenant's exercise of it's "Right to Terminate" or on the "Termination Date" as herein provided, Tenant shall have a one-time “once only” right to terminate this Lease effective on October 31, 2017 (the “Termination Date”) upon giving the Landlord at least twelve (12) months prior written notice (the “Notice”) of its intention to terminate this Lease. If the Tenant exercises its right as aforesaid, the Tenant: (i) covenants and agrees to surrender the Premises, in accordance with the terms and conditions set out in this Lease, and deliver up vacant possession thereof to the Premises in its entirety (Landlord on the "Right to Terminate"), upon the expiration Termination Date and all Net Rent and Additional Rent shall be adjusted as of the thirty-sixth (36th) month Termination Date. All amounts due and owing by the Tenant pursuant to this Lease, accruing up to the Termination Date shall become due and payable in full as of the Term of this Lease (the "Termination Date"). Tenant ; and (ii) shall exercise its Right pay to Terminate by and only by delivery to the Landlord, not less later than nine six (96) months prior to the Termination Date, Tenant's irrevocable written notice of its exercise of the Right to Terminate (the "Termination Notice"). Concurrently with the giving of the Termination Notice, Tenant shall pay to Landlord a termination fee in an amount equal to six (6) months Net Rent and Additional Rent plus G.S.T. payable for the six (6) month period immediately following the Termination Date. This amount will be deemed to represent Rent and if the Tenant fails to pay such amount to the Landlord, the Landlord will have all the remedies available to it for the non-payment of Rent. The Tenant acknowledges and agrees that the payments reference in subparagraphs (i) all unamortized costs of Landlord's "Completion Cost" of the "Standard Improvements Work" defined in the Work Letter attached as Exhibit X to this Lease, and (ii) all unamortized costs of shall be subject to readjustments and year end reconciliations. The Tenant agrees to execute such documentation as may be required by the Tenant Allowance defined Landlord in order to give effect to the Work Letter attached as Exhibit X to this Lease, (iii) all unamortized costs of any broker's commission(s) paid by Landlord to any real estate broker representing Tenant in connection with this Lease, and (iv) one (1) month installment of the Basic Rent at the then-current rate (collectively, the "Termination Fee")foregoing. If the Tenant fails to timely exercise its right contained in this Section 11.26 within the Right to Terminate as herein providedtime limit set out herein, then the Right to Terminate shall Tenant’s right will be thereupon automatically extinguished deemed null and shall be void and of no further force or effect. In calculating the unamortized costs described above, the amortization shall be on a straight-line non-interest basis over the initial Term. Tenant may request from Landlord the final Completion Cost of the Standard Improvements Work and the amount of the brokerage commission(s.” (i) paid by Landlord in connection with this Lease, at any time following substantial completion of the Tenant Improvements Work pursuant Section 11.27 (Continuous Occupancy) is added to the attached Work Letter.Lease as follows: