6.C.(2) Lease Termination Agreement (SASCO)

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WHEREAS, the Commission has indicated that it wishes to terminate the Lease as of January 31, 2010 in order to demolish the building located on the Premises despite the rights of the lessee to extend the Lease for the Renewal Terms; and WHEREAS, TCU likewise desires that the Lease terminate prior to the expiration of the Renewal Terms and that, upon such early termination, TCU seeks to be relieved of all further liability and obligations under the Lease and to quit, surrender and vacate the Premises as well as yielding and waiving all rights, benefits and privileges of the Lease upon the early termination thereof. NOW THEREFORE, THE PARTIES AGREE: The above recitals to this Agreement are true and correct and made a part hereof as if set forth verbatim herein. 2. The Lease, and all rights, benefits and privileges accruing to both TCU and the Commission thereunder shall terminate as of 12:00 o'clock midnight, local time, January 31, 2010 unless extended in writing by both parties (the "Termination Date") and, providing the conditions hereof are satisfied, TCU and the Commission shall each be relieved of all respective liabilities and obligations under the Lease upon the Termination Date. 3. TCU agrees to quit, surrender and vacate the Premises on the Termination Date. TCU shall deliver the keys to and relinquish any right of possession of the Premises and the Commission shall accept same as of the Termination Date. 4. In partial consideration of this Agreement, (i) all defaults of the Lease occurring prior to the date of the execution of this Agreement shall be deemed waived by the Commission; (ii) TCU shall have no obligation to pay rent accruing prior to the Termination Date; and (iii) any -2-