Common use of Termination Option Clause in Contracts

Termination Option. Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Provided that Tenant is not in material default of this Lease beyond any applicable cure period, Tenant shall have the one-time right Option to terminate Terminate this Lease (the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date“Termination Option”) on November 30, 2003 by giving Landlord no less than two (2) months advance written notice of Tenant’s intent to exercise its Termination Option. If Tenant gives no notice to Landlord of its intent to exercise its Termination Option Tenant must fulfill its obligations under this Lease throughout the term. In the event Tenant exercises its Termination Option Tenant must pay a Termination Penalty (the “Termination Penalty”) of $10,000.00 at the time Tenant notifies Landlord prior of its intent to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order exercise its Termination Option. If Tenant fails to be valid) shall be accompanied by payment of pay the Termination Fee (hereinafter defined) and which notice shall specify Penalty at the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after it notifies Landlord of its intent to exercise its Termination Option the termination notice), at Landlord’s option, such termination election Termination Option shall be null and voidvoid and Tenant must fulfill its obligations under this Lease throughout the term. 34.16.1 The sidewalks, passages, exits and Landlord may use entrances shall not be obstructed by Tenant or used by Tenant for any portion purpose other than for ingress to and egress from the Premises. Any balconies or patios shall be left clear except for patio furniture approved by Landlord, such furniture to be of first class material, design and manufacture and of a design that complements the aesthetic qualities of the Termination Fee paid building’s exterior. Any patio furniture approved by Landlord shall be kept clean and of a neat appearance. 34.16.2 The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and to offset against any amounts owed the extent caused by Tenant under or its employees or invitees, the Lease. The Termination Fee is equal expenses of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant. 34.16.3 Electronic key cards, individually identified, are provided to the sum Tenant at a reasonable fee per card to permit Tenant and Tenant’s employees to gain access to the Building outside of ordinary working hours, subject to: (i) four (4) months Tenant supplying the name of Rent then each employee being paid by Tenant on given a monthly basis (including without limitation estimated pass-throughs), plus card; (ii) Tenant requiring that the unamortized portion card earmarked for that employee is actually given to that employee and not to another party, (iii) Tenant obtaining a return of said card from any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building; (iv) Tenant promptly notifying Landlord of any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building . Upon the termination of the cost tenancy, Tenant shall deliver to the Landlord all keys or electronic key cards and passes for the Premises. In the event of loss of any keys or electronic key cards furnished by Landlord, Tenant shall pay the Landlord therefore. Tenant shall not make or cause to be made any such keys or electronic key cards and shall order all leasehold improvementssuch keys or electronic key cards solely from Landlord for any additional such keys or electronic key cards over and above the keys or electronic key cards furnished by Landlord at occupancy. 34.16.4 Without the prior written consent of Landlord, leasing commissionsno assignee, attorney fees, rental abatements and other concessions incurred subtenant or provided by Lessor successor in interest of Tenant shall use the name of the Project or any picture of the Project or Building in connection with this Lease. Upon request, Landlord shall calculate or in promoting or advertising the Termination Fee and provide business of Tenant except Tenant may use the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion address of the Term commencing Building as the address of its business. 34.16.5 Tenant shall allow no animals or pets to be brought to or remain in the Premises or any part thereof, without the prior written consent of Landlord. 34.16.6 Tenant agrees that it and its employees will cooperate fully with Project employees in the effective date implementation of any security procedures for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, Project. 34.16.7 Landlord reserves the right to recover reasonable attorneys fees as permitted by this Lease)exclude or expel from the Project any person who, with respect to all such sumsin the judgement of Landlord is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of any of the rules and regulations of the Project. 34.16.8 No vending machines of any description shall be installed, maintained or operated in a place on the Premises visible from outside the Premises, without the written consent of Landlord. 34.16.9 Tenant shall not: 34. 16.9.1 place any other amounts due and owing to Landlord and radio or television antennae on the roof or on any other part or the outside of Tenantthe Premises or elsewhere on the Project without Landlord’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .written consent;

Termination Option. Tenant shall have The Mortgages Trustee (as trustee for the one-time right Beneficiaries) and Funding may, upon a breach by the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to terminate the Lease effective as of extent that the end of relevant Account Bank is party to the thirty-sixth full calendar month following the Commencement Date, relevant agreement) by giving one month's prior written notice to the Landlord prior relevant Account Bank (with a copy to the expiration Security Trustee), terminate the appointment of such Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the LeaseRated Notes. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitationCash Manager, the right Mortgages Trustee and Funding shall use reasonable endeavours to recover reasonable attorneys fees as permitted by this Lease), agree such terms with respect to all such sums, any other amounts due and owing to Landlord and any other a replacement financial institution or institutions within 60 calendar days of Tenant’s obligations or liabilities accruing prior to the date of the notice. In the event of such termination the relevant Account Bank shall survive assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such terminationtransition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. Tenant Anything contained in Section 16.01 to the contrary notwithstanding, if (i) the Building or the Unit shall be so damaged by Casualty (i.e. for this purpose, damage which costs more than 50% of the full insurable value of the Building or the Unit to repair or requires more than 15 months to restore) that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the Building or the Unit shall be required (whether or not the Premises shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence hereinbeen damaged or rendered unusable for general office use), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice)then Landlord, at Landlord’s option, not later than 90 days following the damage, give Tenant a notice in writing terminating this Lease, provided that Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease) affecting at least 75% of the remaining office space in the Unit (expressly excluding from such termination election computation any retail space and any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the 30th day after such notice is given to Tenant or, if the Premises shall not be null substantially damaged and voidrendered substantially unusable for general, executive and administrative office use and the same are usable for general office use, 6 months following the date on which such notice is given or such shorter period as specified by Tenant in a notice to Landlord, and Tenant shall vacate the Premises and surrender the same to Landlord may use any portion in accordance with the provisions of Article 24 hereof. Upon the Termination Fee paid to offset against any amounts owed by Tenant termination of this Lease under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)conditions provided for in this Section 16.02, plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date ’s liability for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Base Rent, Additional Rent and all other sums due charges under the this Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord shall cease and any prepaid portion of Base Rent, Additional Rent and all other of charges under this Lease for any period after such date shall be refunded by Landlord to Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant The Mortgages Trustee (if directed by the Funding Companies and/or the Funding Security Trustees) may, upon a breach by the Mortgages Trustee Account Bank of its obligations under this Agreement or the Cash Management Agreement, terminate the appointment of the Mortgages Trustee Account Bank by serving a written notice of termination to the Mortgages Trustee Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) (i) whose unsecured, unsubordinated and unguaranteed debt obligations are rated at least A-1 short-term and A long-term (or, if such financial institution has no short-term rating from Standard & Poor's, at least A+ long-term) by Standard & Poor's, (ii) whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Moody's and (iii) whose short-term and long-term "Issuer Default Ratings" are at least F1 and A (respectively) by Fitch and (B) being an authorised institution under the FSMA) shall have entered into an agreement in form and substance similar to this Agreement; and (b) the one-time right to terminate Rating Agencies then rating the Lease effective Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or rated debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice Rating Agencies has any obligation to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default provide such confirmation at any time hereunder beyond any applicable cure period (whether before or after and that, pursuant to Condition 16, the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion confirmation of one of the Termination Fee paid to offset against any amounts owed by Tenant under Rating Agencies may be sufficient for such purpose in respect of the LeaseIssuer Notes). The Termination Fee is equal Cash Manager and the Mortgages Trustee (as applicable) shall use reasonable endeavours to the sum agree such terms with such a replacement financial institution or institutions within 30 calendar days of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of the notice. In the event of such termination the Mortgages Trustee Account Bank shall survive assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee shall reimburse the Mortgages Trustee Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such termination. transition.

Termination Option. Anything in subsection A of this Article 10 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged by fire or other casualty that, in Landlord's sole but reasonable opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), or if the Building, after its proposed repair, alteration or restoration, shall not be economically viable as an office building, then in any of such events, Landlord, at Landlord's option, may, not later than sixty (60) days following the damage, give Tenant a notice in writing terminating this Lease; provided that if the Premises are not substantially damaged or rendered untenantable, Landlord may not terminate this Lease unless Landlord shall elect to terminate leases affecting at least thirty percent (30%) of the rentable office area of the Building (excluding any rentable area occupied by Landlord or its affiliates). In addition, (i) if any damage shall occur to the Premises or the Building during the last year of the Term, Landlord or Tenant shall have the one-time right option to terminate the this Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving thirty (30) days prior written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) other and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) Landlord shall not be obligated to repair or restore the unamortized portion Premises or the Building if a holder of a mortgage or underlying leasehold applies proceeds of insurance to the cost of all leasehold improvementsloan or lease payment balance, leasing commissionsand the remaining proceeds, attorney feesif any, rental abatements and other concessions incurred available to Landlord are insufficient to pay for such repair or provided by Lessor in connection with restoration. If Landlord elects to terminate this Lease. Upon request, the Term shall expire upon the date set forth in such notice, and Tenant shall vacate the Premises and surrender the same to Landlord without prejudice however, to Landlord's rights and remedies against Tenant under this Lease in effect prior to such termination and any Rent owing shall calculate the Termination Fee be paid up to such date and provide the amount thereof any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. The Termination Fee Upon the termination of this Lease under the conditions provided for in the next preceding sentence, Tenant's liability for Rent thereafter accruing shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof cease as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though day following such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. damage.

Termination Option. Tenant shall have The Master Issuer and the one-time right to terminate Master Issuer Security Trustee, upon a breach by a Master Issuer Account Bank of its obligations under the Lease effective as of Bank Account Agreement, the end of Funding Guaranteed Investment Contract, the thirty-sixth full calendar month following Mortgages Trustee Guaranteed Investment Contract, the Commencement DateCash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the Landlord prior Master Issuer Account Bank (with a copy to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence hereinMaster Issuer Security Trustee), which notice terminate the appointment of such Master Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in order each case (i)(A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to be valid) shall be accompanied by payment of the Termination Fee (hereinafter definedtime) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) being an authorised institution under the unamortized portion FSMA shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to TenantRated Master Issuer Notes. The Termination Fee Master Issuer Cash Manager and the Master Issuer shall be calculated by Landlord by first amortizing the cost use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any the notice. In the event of such termination. , the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, and the Master Issuer shall reimburse such Master Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition.

Termination Option. Tenant shall have The Issuer and the one-time right to terminate Issuer Security Trustee, upon a breach by the Lease effective as Issuer Account Bank of the end of the thirty-sixth full calendar month following the Commencement Dateits obligations under this Agreement, may, by giving one month's prior written notice to the Landlord prior Issuer Account Bank (with a copy to the expiration Issuer Security Trustee), terminate the appointment of the twentyIssuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) (i) whose unsecured, unsubordinated and unguaranteed debt obligations are rated at least A-1 short-seventh full calendar month following term and A long-term (or, if such financial institution has no short- term rating from Standard & Poor's, at least A+ long-term) by Standard & Poor's, (ii) whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P- 1 by Moody's and (iii) whose short-term and long-term "Issuer Default Ratings" are at least F1 and A (respectively) by Fitch, and (B) being an authorised institution under the Commencement Date Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (time b) the Rating Agencies then rating the Rated Notes then outstanding confirm that the then current ratings of such Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the essence herein), which notice (in order Rating Agencies has any obligation to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default provide such confirmation at any time hereunder beyond any applicable cure period (whether before or after the termination notice)and that, at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion pursuant to Condition 16 of the Termination Fee paid to offset against any amounts owed by Tenant under Issuer Notes, the Leaseconfirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Issuer Notes). The Termination Fee is equal Issuer Cash Manager and the Issuer shall use reasonable endeavours to the sum agree such terms with such a replacement financial institution or institutions within 30 days of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any the notice. In the event of such termination. , the Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Issuer shall reimburse the Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition.

Termination Option. Tenant shall have The Issuer (with the one-time right to terminate the Lease effective as consent of the end Issuer Security Trustee), upon a breach by the Issuer Account Bank of the thirty-sixth full calendar month following the Commencement Dateits obligations under this Agreement, may, by giving one month's prior written notice to the Landlord prior Issuer Account Bank (with a copy to the expiration Issuer Security Trustee), terminate the appointment of the twentyIssuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i) whose short-seventh full calendar month following term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Moody’s and (ii) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively) by Fitch (or such other ratings acceptable to the Commencement Date respective Rating Agencies) and (time ii) being an authorised institution under the Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the essence herein), which notice Rated Notes (if any) as confirmed in order to be valid) shall be accompanied writing by payment each of the Termination Fee Rating Agencies (hereinafter defined) and which notice shall specify it being acknowledged that none of the termination date; provided however, if Tenant is in Default Rating Agencies has any obligation to provide such confirmation at any time hereunder beyond any applicable cure period and that, pursuant to Condition 15 (whether before or after the termination noticeRating Agencies), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion the confirmation of one of the Termination Fee paid to offset against any amounts owed by Tenant under the LeaseRating Agencies may be sufficient for such purpose). The Termination Fee is equal Issuer Cash Manager and the Issuer shall use reasonable endeavours to the sum agree such terms with such a replacement financial institution or institutions within 30 days of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any the notice. In the event of such termination. , the Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Issuer shall reimburse the Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition.

Termination Option. Subject to the terms and conditions of this paragraph, Tenant may at any time and from time to time during the Primary Term and during the first twelve (12) months of the first Extended Term terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center, and/or the Data Center, in each case by written notice to Landlord specifying the portion of the Premises (i.e., all of the Clear Fork Building, all of the West Fork Building, all of the Control Center, and/or all of the Data Center) with respect to which Tenant has elected to terminate the Lease. Further, if Tenant has exercised the option to extend the term of the Lease as to both the Clear Fork Building and the West Fork Building, following the twelfth (12th) month of the Extended Term as to the West Fork Building and the Clear Fork Building, Tenant may at any time or from time to time during such portion of the Extended Term terminate the Lease as to one (but not both) of the Clear Fork Building or the West Fork Building by written notice to Landlord specifying the portion of the Premises (i.e., all of the Clear Fork Building or all of the West Fork Building) with respect to which Tenant has elected to terminate the Lease. The effective date of any such termination shall have be six (6) months after Landlord’s receipt of such written notice of termination from Tenant, subject to Tenant’s compliance with the one-time right provisions of this paragraph. If Tenant properly and timely elects to terminate the Lease effective as to any one or more of the end of Clear Fork Building, the thirty-sixth full calendar month following West Fork Building, the Commencement Date, by giving written notice to Control Center and/or the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s optionData Center, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee effective only if Tenant shall (a) have paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up owing by Tenant to and including Landlord through the effective date of such termination, even though such amounts may and (b) not be billed subsequent to such date. Tenant’s obligationsin default under any of the terms, and conditions or provisions of the Lease as of the date of Landlord’s rights and remedies receipt of such notice of termination or as of the effective date of such termination. Any such termination shall be effective only as to all (including without limitation, but not part) of the right to recover reasonable attorneys fees as permitted by this Lease), particular component of the Premises with respect to all such sumswhich Tenant desires to terminate the Lease (e.g., if Tenant desires to terminate the Lease as to the West Fork Building, any other amounts due such termination shall be effective only as to all (but not part) of the West Fork Building). Following such termination and owing payment by Tenant to Landlord of any sums owing by Tenant to Landlord, neither Landlord nor Tenant shall have any obligations to the other with respect to the portion of the Premises with respect to which the Lease has been terminated except those obligations of Landlord and Tenant under the Lease through the effective date of such termination and those obligations which survive the expiration or termination of the Lease as specified in the Lease. In the event that Tenant fails to properly and timely comply with the provisions of this paragraph entitling Tenant to terminate the Lease as to any other one or more of the Clear Fork Building, the West Fork Building, the Control Center and/or the Data Center, Tenant shall be deemed to have waived Tenant’s obligations or liabilities accruing prior right to terminate the date of termination Lease pursuant to this paragraph and the Lease shall survive any such termination. continue in full force and effect.

Termination Option. Tenant shall have The Mortgages Trustee (if directed by the one-time right to Funding Companies and/or the Funding Security Trustees) may, upon a breach by the Mortgages Trustee Account Bank of its obligations under this Agreement or the Cash Management Agreement terminate the Lease effective as appointment of the end of the thirty-sixth full calendar month following the Commencement Date, Mortgages Trustee Account Bank by giving serving a written notice of termination to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date Mortgages Trustee Account Bank, provided that: (time being of the essence herein), which notice a) such termination shall not be effective until a replacement financial institution or institutions (in order to be valideach case, (A) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus Moody's and (ii) whose short- term and long-term "Issuer Default Ratings" are at least F1 and A (respectively) by Fitch and (B) being an authorised institution under the unamortized portion FSMA) shall have entered into an agreement in form and substance similar to this Agreement; and (b) the Rating Agencies then rating the Rated Notes or any debt instruments of a Funding Company (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or such debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and Rating Agencies has any obligation to provide the amount thereof to Tenantsuch confirmation at any time). The Termination Fee Cash Manager and the Mortgages Trustee (as applicable) shall be calculated by Landlord by first amortizing the cost use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 30 calendar days of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of the notice. In the event of such termination the Mortgages Trustee Account Bank shall survive assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee shall reimburse the Mortgages Trustee Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such termination. transition.

Termination Option. Tenant will use the Second Expansion Space to schedule appointments with Tenant's clients ("Clients") for the use of conference rooms located in the Second Expansion Space. Landlord shall have the one-time right option to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice with respect to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default Second Expansion Space at any time hereunder beyond any applicable cure period (whether before or anytime after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid earlier to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum occur of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)May 31, plus 2000, or (ii) the unamortized portion last date that the conference room is booked for use by any of such Clients (the cost of all leasehold improvements"Earliest Termination Date"), leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount gives notice thereof to Tenant not less than ten (10) days prior to the Earliest Termination Date. Such notice must specify the date (which cannot be prior to the Earliest Termination Date) on which Landlord desires the termination to become effective (the " Actual Termination Date"). Tenant must pay in full, on or before the Actual Termination Date all Second Expansion Space Percentage Rent, Actual Operating Expenses, additional rent, and all other sums due by Tenant under this Lease through and including the Actual Termination Date. After Landlord's receipt of such sums, and so long as Tenant has surrendered the Premises, including the alterations, improvements and changes, other than Tenant. The Termination Fee shall be calculated by Landlord by first amortizing 's fixtures remaining the cost property of all leasehold improvementsTenant, leasing commissions, attorney fees, rental abatements broom-clean and other concessions in equal monthly installments over the Term (or if incurred condition the same were in connection with any Lease amendment, amortized over on the portion of the Term commencing with the effective commencement date for the initial full monthly payment of Rent Second Expansion Space, subject only to (i) ordinary and customary wear and tear, and (ii) damage resulting from a fire or other casualty. in the condition required under this Lease, neither party shall have any rights, liabilities or obligations under this Lease for the Lease amendment) at period accruing after the rate of nine percent (9%) per annum (compounded annually) and then determining Actual Termination Date, except those which, by the unamortized portion thereof as provisions of the effective date Lease, expressly survive the termination of termination. Tenantthe Lease, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted modified by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Third Amendment.

Termination Option. 33.1 In the event (a) Tenant needs to lease an additional 3,000 rentable square feet of space or more, and (b) Landlord is unable to satisfy the specific space requirement of Tenant (with space that is substantially similar to the Premises, including, but not limited to, location, window lines, quality, and amenities), and deliver the same in at least the same condition as the Premises were delivered to Tenant as of the Commencement Date of this Lease within the time period needed for occupancy by Tenant [and otherwise substantially the same terms and conditions as this Lease or as may be reasonably appropriate given the expansion of the Premises (including, but not limited to, a reasonable rent abatement period for Tenant to perform its initial fit-up and transition into the new space)] (collectively, "Tenant's Expansion Requirements") in any Class A building owned by Landlord or Landlord's affiliate in Bedminster, New Jersey or Bridgewater, New Jersey that is substantially similar to the Building (which time period shall not exceed one hundred eighty (180) days of Landlord's receipt of Tenant's written notice describing Tenant's Expansion Requirements), Tenant shall have the one-time right option (the "Early Termination Option") to terminate the this Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving on not less than ninety (90) days' advance written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein"Tenant's Termination Notice"), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The effective date of termination identified in Tenant's Termination Fee Notice is hereinafter referred to as the "Early Termination Date". In the event that Tenant exercises such Early Termination Option, Tenant shall pay to Landlord, on or before the Early Termination Date, an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iia) the unamortized portion of the cost of all leasehold improvements, leasing the Tenant Improvement Work and brokerage commissions, attorney feescollectively amortized on a straight line basis over the Term, rental abatements at an annual interest rate of eight percent (8%) (the "Termination Fee"). Tenant hereby understands and other concessions incurred or provided by Lessor in connection with acknowledges that the early termination of this Lease. Upon request, Landlord pursuant to the Early Termination Option, shall calculate not be effectuated without Tenant's payment of the Termination Fee and provide Fee. In addition to the amount thereof payments described above, Tenant's right to exercise the Early Termination Option shall be subject to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements 's not being in default beyond any applicable notice and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof cure period as of the effective date Tenant delivers the Early Termination Notice or the Early Termination Date. Upon the exercise of termination. Tenantthe Early Termination Option, in addition to this Lease shall terminate on the Early Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under Date as if such date were the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligationsExpiration Date, and Tenant shall surrender and return to Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted Premises in the condition required by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant Other than in relation to a breach or event described in Clause 8.1 above, Funding 1 and the Cash Manager may, upon a breach by the relevant Funding 1 Account Bank of its obligations under this Agreement or the Funding 1 Deed of Charge, and/or Funding 1 may, upon a breach by the relevant Funding 1 Account Bank of its obligations under this Agreement or any other Transaction Document to which it is a party, terminate the appointment of relevant Funding 1 Account Bank by serving one month’s written notice of termination to such Funding 1 Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case, (A) (i) whose unsecured, unsubordinated and unguaranteed debt obligations are rated at least A-1 short-term and A long-term (or, if such financial institution has no short-term rating from S&P, at least A+ long-term) by S&P (ii) whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Moody's and (iii) whose short-term and long-term "Issuer Default Rating" are at least F1 and A (respectively) by Fitch and (B) being an authorised institution under the FSMA) shall have entered into an agreement in form and substance similar to this Agreement; and (b) the one-time right to terminate Rating Agencies then rating the Lease effective Rated Notes or any debt instruments of Funding 1 (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice Rating Agencies has any obligation to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default provide such confirmation at any time hereunder beyond any applicable cure period (whether before or after and that, pursuant to Condition 16, the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion confirmation of one of the Termination Fee paid to offset against any amounts owed by Tenant under Rating Agencies may be sufficient for such purpose in respect of the LeaseIssuer Notes). The Termination Fee is equal Cash Manager and Funding 1 (as applicable) shall use reasonable endeavours to the sum agree such terms with such a replacement financial institution or institutions within 30 calendar days of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any the notice. In the event of such termination, the relevant Funding 1 Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and Funding 1 shall reimburse relevant Funding 1 Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. Tenant NO CURE POSSIBLE/CHANGE OF OWNERSHIP. The parties mutually acknowledge that this Agreement is being entered into based upon GUESS's evaluation of and reliance upon the current ownership, management and control of LICENSEE. Exhibit M is a list of the current owners (who, together with any family trust, or other corporation, limited liability company or partnership in which ONLY ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ together at all times hold in excess of fifty percent (50%) of the outstanding voting securities, in the case of a corporation, or in excess of fifty percent (50%) of the outstanding voting power or beneficial interest in the case of other entities, are referred to as the "Current Owners") and two key executives (the "Key Executives") of LICENSEE. On the basis of the information provided by LICENSEE to GUESS, GUESS has determined that current management of LICENSEE has the technical, marketing and sales expertise, business reputation and sensitivity to GUESS's unique image and to the goodwill represented by the Trademarks, all of which are necessary to carry out the purposes of this Agreement. Therefore, the written consent of GUESS shall be required prior to the consummation by LICENSEE of any "Control Change Transaction" (as defined below); and consolidations, sales and mergers which do not constitute Control Change Transactions are hereby permitted, PROVIDED that LICENSEE gives GUESS prior written notice of such transactions. For purposes of this Agreement, a "Control Change Transaction" means any consolidation, sale or merger if the Current Owners do not, subsequent to the consolidation, sale or merger, directly or indirectly retain the power to vote or direct the voting of more than fifty percent (50%) of the outstanding voting securities of LICENSEE. Further, if (i) ▇▇▇▇▇ ▇▇▇▇ leaves the employment of LICENSEE or otherwise fails to devote the vast majority of his time and efforts to the daily management of LICENSEE's business, or if ▇▇▇▇ ▇▇▇▇ ceases to exert, on a regular basis, actual and bona fide management control and oversight over LICENSEE's business, in each case for any reason other than death or total disability; or (ii) both Key Executives listed in Exhibit M die or become totally disabled; then in any such case GUESS shall have the one-time right to terminate the Lease effective as this Agreement immediately WITHOUT ANY RIGHT TO CURE. If only one of the end of the thirty-sixth full calendar month following the Commencement DateKey Executives listed in Exhibit M dies or becomes totally disabled, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, GUESS will not have the right to recover reasonable attorneys fees as permitted by terminate this Lease)Agreement on the grounds of such death or disability, with respect PROVIDED, that in the case of ▇▇▇▇ ▇▇▇▇'▇ death or total disability, ▇▇▇▇▇ ▇▇▇▇ continues to all such sums, any other amounts due devote the vast majority of his time and owing efforts to Landlord the daily management of LICENSEE's business for the remainder of the Initial Term and any other Renewal Term; or in the case of Tenant’s obligations ▇▇▇▇▇ ▇▇▇▇'▇ death or liabilities accruing prior total disability, ▇▇▇▇ ▇▇▇▇ continues to exert, on a regular basis, actual and bona fide management control and oversight over LICENSEE's business for the date remainder of termination the Initial Term and any Renewal Term; and PROVIDED FURTHER, that LICENSEE is otherwise not in breach, and does not become in breach, of this Agreement. Upon GUESS's request, ▇▇▇▇ ▇▇▇▇ shall survive any such termination. present proof of his actual and bona fide involvement, on a regular basis, in the management control and oversight of LICENSEE's business.