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V TERM: TERMINATION A. The term of this Agreement will commence on February 1, 2022, and continue for a term of five (5) years through January 31, 2027 (the "Base Period"), with five optionsto extend the term for one (1) additional year (each an "Option Period"), at the election of Owner (the Base Period and any Option Period(s) will constitute the "Term" hereof). B. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time, without cause or penalty, by either party upon at least sixty (60) days' prior written notice to the other party; provided, however, if the Parking Facilities are sold, damaged, or destroyed, either partially or totally, and Owner decides not to repair or rebuild, then either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. C. Owner shall have the right to immediately terminate this Agreement upon 24 hours written notice to Operator in the event of any of the following: 1. Assignment of this Agreement by Operator without Owner's consent, provided, however, that transfer or assignment by Operator to a direct or indirect subsidiary of ABM Industries Incorporated shall be permitted. 2. The dissolution or termination of Operator's corporate existence (or one or more of the entities constituting Operator, if applicable), including, without limitation, by way of merger. 3. The filing of a petition for relief in bankruptcy or for reorganization pursuant to any federal or state law against Operator (or one or more of the entities constituting Operator, if applicable) (or an entity which directly or indirectly controls Operator, if applicable) or Operator (or one or more of the entities comprising Operator, if applicable) makes an assignment for the benefit of creditors or takes advantage of any federal or state insolvency act, rule or law. 4. The dissolution of Owner or the sale of Owner's interest in the Project and conveyance of legal title thereto, provided Owner has provided Operator with thirty (30) days' prior written notice of such sale orconveyance. 5. Anyfailure by Operatorto observe or perform any provision, covenant or condition set forth in Section Vill hereof. 6. Any failure by Operator to observe or perform any other provision, covenant or condition of this Agreement to be observed or performed by Operator where such failure continues for five (5) days after written notice of such failure from Owner to Operator, provided that if the nature of such default is such that the same cannot be reasonably cured within a fifteen (15) day period, Operator shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default as soon as possible. Owner may also terminate this Agreement upon written notice to Operator for cause, including, but not limited to, any criminal acts, acts of defalcation, fraud, gross negligence, willful misconduct, or other material breach of fiduciary duty to Owner by Operator in connection with the performance of Operator's obligations hereunder. In the event of any such termination under this Section V.C, Owner shall retain all rights and remedies it may have hereunder and at law or in equity. Notwithstanding the provisions of this Section, Owner's termination pursuant to the terms of this shall not be effective so long as Operator diligently commences to cure the applicable failure, violation, and/or breach within five (5) business days following its receipt of notice therefor; provided that if the nature of such failure, violation and/or breach is such that the same cannot reasonably be cured within a five (5) business day period, Operator shall not be deemed to be in default if it diligently Page 5