Common use of Other Matters Clause in Contracts

Other Matters. Notwithstanding anything to the contrary herein contained, subject to the provisions of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform hereby irrevocably waives any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default right otherwise available under any of Landlord’s obligations under Law to redeem or reinstate this Lease, Tenant agrees or Tenant’s right to give the Holder of any mortgagepossession, after this Lease, or Tenant’s right to possession, is terminated based on a Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything A. So long as and to the contrary herein containedextent that it is in the exercise of reasonable care, subject the Custodian shall be held harmless and indemnified by the Fund in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Section 27: (i) Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 27 shall affect Tenant’s rights under 2 hereof with respect to Subcustodians and in subparagraph f of Paragraph L of Section 183 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-Entry System for Commercial Paper. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder The Custodian shall be liable for failure the acts or omissions of an Eligible Foreign Custodian (as such term is defined herein) to perform any of Landlord’s obligations (and such Holder the same extent as set forth with respect to Subcustodians generally in this Agreement, provided the Custodian shall thereafter not be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this LeaseFund for any loss, Tenant agrees to give the Holder of any mortgageliability, claim or expense resulting from or caused by registered mail, a copy of any notice of default anything that is served upon part of Country Risk, including without limitation nationalization, expropriation, currency restrictions, insolvency of an Eligible Foreign Custodian, acts of war, civil war or terrorism, riots or insurrection, revolution, military or usurped powers, nuclear fusion, fission or radiation, earthquake, storm or other disturbance of nature or acts of God. If the LandlordFund requires the Custodian in any capacity to take any action with respect to securities, provided that prior to such notice, Tenant has been notifiedwhich action involves the payment of money or which action may, in writing the opinion of the address Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Notwithstanding anything herein to the contrary, in no event shall the Custodian or the Fund be liable for indirect, special or consequential damages. B. The Custodian may, in its sole discretion, advance funds on behalf of the Fund to make any payment permitted by this Agreement upon receipt of Proper Instructions for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Custodian, or for any other reason) this Agreement deems any such holderoverdraft or related indebtedness a loan made by the Custodian to the Fund payable on demand. Such overdraft shall bear interest at the current rate charged by the Custodian for secured loans unless the Fund shall provide the Custodian with agreed upon compensating balances. C. If the Custodian, its affiliates, subsidiaries or agents advances cash or securities to the Fund hereunder for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or if a Fund fails to compensate the Custodian pursuant to Section 9 hereof or fails to satisfy any obligation owed by the Fund to the Custodian hereunder, any property held for the account of the Fund shall be security therefor and should the Fund fail to pay or reimburse the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out to the Fund cash or securities if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash or securities remaining will not have sufficient value fully to secure the Fund's payment or reimbursement obligations hereunder, whether contingent or otherwise.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Lessee, or any other action or omission by Lessor shall be construed as an election by Lessor to terminate this Lease or ▇▇▇▇▇▇'s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Lessee in whole or in part from any of Lessee's obligations hereunder, unless express written notice of such intention is sent by Lessor or its agent to Lessee. To the fullest extent permitted by applicable law, all rent and other consideration paid by any Replacement Lessees shall be applied: first, to the contrary herein containedCosts of Reletting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Lessor and applied to the payment of other obligations of Lessee to Lessor as the same become due (with any remaining residue to be retained by Lessor). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, offset or counterclaim, or relief from any valuation or appraisement laws. Lessor may apply payments received from Lessee to any obligations of Lessee then accrued, without regard to such obligations as may be designated by Lessee. Lessor shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Lessee hereunder unless and until the Default has been cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by ▇▇▇▇▇▇ are of the essence of this Lease, including . Lessee hereby irrevocably waives any termination, abatement right otherwise available under any law to redeem or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. (i) Buyer, Company or the Surviving Corporation (as appropriate) shall be entitled to deduct and withhold from the consideration otherwise payable with respect to the cash-out of Options pursuant to Section 2.8(c)(i) of this Agreement and any other payment made pursuant to this Agreement at the time such payment is made, such amounts as Buyer, Company or the Surviving Corporation (as appropriate) is required to deduct and withhold with respect to the making of such payment under the IRC, or any applicable provision of state, local, or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be timely paid to the appropriate Taxing Authority and shall be treated for all purposes of this Agreement as having been paid to the person in respect of whom such deduction and withholding was made. Payments of the net consideration to be paid to holders of the Options shall be made by Company checks through Company’s payroll process. (ii) Notwithstanding anything in this Agreement to the contrary herein containedcontrary, subject any Common Stock or Preferred Stock issued and outstanding immediately prior to the Effective Time and held by a holder who timely delivers to Company such holder’s notice of intent to demand payment for such holder’s shares if the Merger is effected, which holder has not previously, and thereafter does not, vote in favor of the Merger or consent thereto in writing and who otherwise properly demands appraisal for such Common Stock or Preferred Stock in accordance with the DGCL (“Dissenting Shares”), shall not be converted into a right to receive the Per Share Price or the Per Share Price Per Preferred Share at the Effective Time in accordance with Section 2.8 hereof, but shall represent and become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the laws of the State of Delaware, unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to payment of the fair value, such former Dissenting Shares held by such holder shall be treated as if they has been converted as of the Effective Time into a right to receive, upon surrender as provided above, the Per Share Price or the Per Share Price Per Preferred Share in accordance with this Section 2.8. Company shall give Buyer the opportunity to participate in all negotiations and proceedings with respect to such demands. Company shall not make any payment with respect to, or settle or offer to settle, any such demands in excess of the payment of the Per Share Price or the Per Share Price Per Preferred Share in respect of any share of Common Stock or Preferred Stock, without the written consent of Buyer, except to the extent that Company’s cash is used prior to the Closing to effect such payment or settlement. Compliance by Company in delivering notice of any statutory rights to dissent to holders of capital stock of Company or in complying with the DGCL provisions related to dissenters rights shall not serve as any waiver of the rights Company has under Section 4 of the Employee Stockholders Agreement against any holder who dissents in the Merger. (iii) At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Common Stock or Preferred Stock shall thereafter be made or recognized and no exercise of any Options or Warrants shall be permitted. Until surrendered for exchange in accordance with the provisions of this Section 27: (i) nothing 2.10, each certificate theretofore representing shares of Common Stock or Preferred Stock and each Option and Warrant shall from and after the Effective Time be deemed to be cancelled and retired and shall cease to exist, and shall represent for all purposes only the right to receive the consideration set forth in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 2.8. (iv) After the Effective Time, the officers and directors of this Leasethe Surviving Corporation will be authorized to execute and deliver, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case name and on behalf of a ground the Company or improvements lease)Merger Sub, no Holder shall be liable for failure any deeds, bills of sale, assignments or assurances and to perform take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or confirm of Landlord’s obligations (record or otherwise in the Surviving Corporation any and such Holder shall thereafter be liable only after it succeeds all right, title and interest in, to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Leasethe rights, Tenant agrees properties or assets acquired or to give be acquired by the Holder of any mortgageSurviving Corporation as a result of, by registered mailor in connection with, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderMerger.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant’s right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if ally, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, reasonable attorneys’ fees, and any other reasonable costs and incentives incurred in order to enter into leases with replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior Tenant’s right to possession after this Lease or subordinate Tenant’s right to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord possession is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderproperly terminated hereunder.

Other Matters. Notwithstanding (a) Each indemnified party shall make commercially reasonably efforts to mitigate any claim or liability that an indemnified party asserts under this Article. In the event that an indemnified party shall fail to make such commercially reasonable efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary herein containedcontained herein, the indemnifying party shall not be required to indemnify any indemnified party for any Damages that could reasonably be expected to have been avoided if the indemnified party had made such efforts. (b) The Purchase Price adjustment procedure provided by Article II of ---------- this Agreement shall not be subject to the provisions of this Section 27: Article. Notwithstanding any provision of this Agreement to the contrary, all parties hereto agree that, should it be necessary, an equitable adjustment will be made to prevent duplicate recovery for indemnification set forth in Article XI hereof ---------- or pursuant to the Purchase Price adjustment procedure set forth in Article II ---------- hereof with respect to the same item. (c) Any claim for indemnification under this Agreement shall, to the extent practicable, describe the claim in reasonable detail, include copies of any material written evidence thereof and indicate the estimated amount of such claim. (d) All indemnification payments made pursuant to this Article shall be treated as adjustments to the Purchase Price for all Tax purposes. (e) The amount of any Damages for which indemnification is provided under this Article shall be (i) nothing in this Section 27 shall affect Tenant’s rights reduced by any net amounts recovered from an unaffiliated third party by the indemnified party under Section 18. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment insurance policies and arrangements with respect to such mortgagee)Damages, (ii) reduced by the present value of any Tax benefits realized by the indemnified party from the incurrence or payment of any such Damages, net of the present value of any Tax detriments realized or suffered by the indemnified party associated with the indemnification provided under this Article, and (iiiii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession reduced by any amounts already taken into account pursuant to the PremisesPurchase Price adjustment provisions of Article II. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.---------- ARTICLE XII ----------- GENERAL PROVISIONS

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Laws, all rent and other consideration paid by any replacement tenants shall be applied: first, to the contrary herein containedall reasonable costs and expenses incurred by Landlord for any repairs, subject maintenance, changes, alterations and improvements to the provisions Premises, brokerage commissions, advertising costs, attorneys’ fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives required to enter leases with replacement tenants, and costs of collecting rent from replacement tenants, second, to the payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Laws to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything to the contrary herein containedin this Agreement or in any other Credit Document: (a) In the event that the principal, subject interest, fees and/or any other amount due on the Obligations shall be paid by the Loan Insurer pursuant to any of the Insurance Policies, such Obligations shall remain outstanding for all purposes under the Credit Documents, not be defeased or otherwise satisfied and not be considered paid by the Borrower, and the assignment and pledge of the Collateral by the Borrower and the Pledgor and all covenants, agreements and other obligations of the Borrower to the provisions of this Section 27: (i) nothing in this Section 27 Lenders shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior continue to or after any attornment to such mortgagee), exist and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession run to the Premises. Tenant agrees that this Lease shall survive benefit of the merger Loan Insurer to the extent of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein)Obligations paid by the Loan Insurer. In the event Tenant alleges that Landlord the Administrative Agent, the Issuing Bank, the Collateral Agent or any Lender receives any amounts from the Pledgor or the Borrower or in respect of the Collateral that pursuant to the terms of the Credit Documents should have been paid to the Loan Insurer, then the Administrative Agent, the Issuing Bank, the Collateral Agent or such applicable Lender (as the case may be) shall promptly (and, in any event, within two (2) Business Days) turn-over all such amounts to the Loan Insurer (in the form received and with any appropriate endorsements). (b) In the event that the principal, interest, fees and/or any other amount due on the Obligations shall be paid by the Loan Insurer (or a claim made by the Administrative Agent) pursuant to the Loan Insurance Policy, the applicable Lenders must surrender their Obligations or the applicable portion thereof (along with an appropriate and duly executed Assignment and Acceptance and an assignment of any related Note to permit ownership of such Obligations to be registered in the name of Ambac Assurance Corporation) for ultimate payment by the Borrower to the Loan Insurer as contemplated by clause (a) above, and not the Administrative Agent, the Collateral Agent or such Lender. Any such assignment shall not be subject to any person’s (including the Borrower’s or the Administrative Agent’s) approval. (c) In addition to those rights granted to the Loan Insurer under the Credit Documents and the Loan Insurance Policy, the Loan Insurer shall, to the extent it makes payment of principal, interest, fees and/or any other amount due on the Obligations, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Loan Insurance Policy to the extent of the Obligations paid by the Loan Insurer, and the Administrative Agent shall note the Loan Insurer’s rights as subrogee in the Register. (d) With respect to each proposed Credit Event to occur after the Closing Date and Term-Conversion and subject to Section 10.01(e)(ix), (i) the Administrative Agent shall review each of the documents, certificates, requests and other deliverables actually submitted by the Borrower to it pursuant to Section 4.02, 4.03 or 4.04 (as the case may be) in accordance with its customary practices, (ii) the Administrative Agent shall promptly advise the Controlling Party if it reasonably believes (but without any requirement or duty of investigation) that the Borrower has not satisfied a condition precedent to such Credit Event or Term-Conversion (as applicable), (iii) the Administrative Agent shall approve such Credit Event or Term-Conversion (as applicable) if each of the documents, certificates, requests and other deliverables submitted by the Borrower to it pursuant to Section 4.02, 4.03 or 4.04 (as the case may be) appears on its face (but without any requirement or duty of investigation) to conform to the requirements of such Section(s), unless the Controlling Party shall have notified the Administrative Agent not to so approve such Credit Event or Term-Conversion (as applicable) on or before the date which is three (3) Business Days after the date the Administrative Agent and the Loan Insurer received such documents, certificates, requests and other deliverables submitted by the Borrower to each of them pursuant to Section 4.02, 4.03 or 4.04 (as the case may be) and (iv) the Administrative Agent shall not be liable for any action taken or not taken by it pursuant to this clause (d) in default the absence of its own gross negligence or willful misconduct. The agreements contained in this clause (d) are solely for the benefit of the Administrative Agent, the Lenders and the Loan Insurer, and the Borrower shall have no rights under this clause whatsoever. For the avoidance of doubt, nothing done or not done by the Administrative Agent pursuant to this Section 10.02(d) shall in any of Landlordway affect the Loan Insurance Policy or the Debt Service Reserve Surety (whether as to their validity, enforceability or otherwise) or the Loan Insurer’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon Loan Insurance Policy or the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderDebt Service Reserve Surety.

Other Matters. Notwithstanding anything A. So long as and to the contrary herein containedextent that it is in the exercise of reasonable care, subject the Custodian shall be held harmless and indemnified by the Fund in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Section 27: (i) Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 27 shall affect Tenant’s rights under 2 hereof with respect to Subcustodians and in subparagraph f of Paragraph L of Section 183 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-Entry System for Commercial Paper. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder The Custodian shall be liable for failure the acts or omissions of an Eligible Foreign Custodian (as such term is defined herein) to perform any of Landlord’s obligations (and such Holder the same extent as set forth with respect to Subcustodians generally in this Agreement, provided the Custodian shall thereafter not be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this LeaseFund for any loss, Tenant agrees to give the Holder of any mortgageliability, claim or expense resulting from or caused by registered mail, a copy of any notice of default anything that is served upon part of Country Risk, including without limitation nationalization, expropriation, currency restrictions, insolvency of an Eligible Foreign Custodian, acts of war, civil war or terrorism, riots or insurrection, revolution, military or usurped powers, nuclear fusion, fission or radiation, earthquake, storm or other disturbance of nature or acts of God. If the LandlordFund requires the Custodian in any capacity to take any action with respect to securities, provided that prior to such notice, Tenant has been notifiedwhich action involves the payment of money or which action may, in writing the opinion of the address Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Notwithstanding anything herein to the contrary, in no event shall the Custodian or the Fund be liable for indirect, special or consequential damages. B. The Custodian may, in its sole discretion, advance funds on behalf of the Fund to make any payment permitted by this Agreement upon receipt of Proper Instructions for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Custodian, or for any other reason) this Agreement deems any such holderoverdraft or related indebtedness a loan made by the Custodian to the Fund payable on demand. Such overdraft shall bear interest at the current rate charged by the Custodian for secured loans unless the Fund shall provide the Custodian with agreed upon compensating balances. C. If the Custodian, its affiliates, subsidiaries or agents advances cash or securities to the Fund hereunder for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or if a Fund fails to compensate the Custodian pursuant to Section 9 hereof or fails to satisfy any obligation owed by the Fund to the Custodian hereunder, any property held for the account of the Fund shall be security therefor and should the Fund fail to pay or reimburse the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out to the Fund cash or securities if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash or securities remaining will not have sufficient value fully to secure the Fund’s payment or reimbursement obligations hereunder, whether contingent or otherwise.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant’s right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing in first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Section 27 shall affect Tenant’s rights under Section 18. Section 19 Lease against Tenant or any Guarantor, (iii) third, to the payment of this Leaseall interest and service charges accruing hereunder, including any termination(iv) fourth, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee)the payment of Rent theretofore accrued, and (iiv) no holder with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, reasonable attorneys’ fees, and any other costs and incentives incurred in order to enter into leases with replacement tenants. Landlord shall be relieved under no obligation to observe or perform any provision of this Lease on its obligations as party-Land lord arising under part to be observed or performed which involves the Lease from payment of money by Landlord to Tenant, or after the date (“Succession Date’’) that such Holder first acquires title performance of alterations or possession improvements to the Premises, while Tenant is in Default hereunder. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior Tenant’s right to possession after this Lease or subordinate Tenant’s right to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord possession is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderproperly terminated hereunder.

Other Matters. Notwithstanding anything to the contrary herein contained, subject to the provisions of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. , Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord Landlord arising under the Lease from or after the date (“Succession Date’’”) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in this Section 27 shall affect Tenant’s rights under Section 18Paragraph D above, brokerage commissions, advertising costs, attorneys' fees and any economic incentives given to enter leases with replacement tenants. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform hereby irrevocably waives any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default right otherwise available under any of Landlord’s obligations under Law to redeem or reinstate this Lease, Tenant agrees or Tenant's right to give the Holder of any mortgagepossession, after this Lease, or Tenant's right to possession, is terminated based on a Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything to the contrary herein contained, subject to the provisions of this Section 27: ; (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. , Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord Landlord arising under the Lease from or after the date (“Succession Date’’”) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, re-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything to the contrary herein contained(a) The Issuing Lender shall not issue any Letter of Credit, subject to the provisions of this Section 27: if (i) nothing subject to Section 2.3.1.1, the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; (ii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; or (iii) the issuance of the requested Letter of Credit would result in this Section 27 the aggregate Stated Amount of all Letters of Credit exceeding the either Twenty Five Million Dollars ($25,000,000) or the Revolving Outstandings exceeding the Revolving Commitment (less the amount of any Swing Line Loans and L/C Borrowings outstanding at such time). (b) The Issuing Lender shall affect Tenant’s rights not be under Section 18. Section 19 any obligation to issue any Letter of this LeaseCredit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial stated amount less than $500,000; (iv) the Letter of Credit is to be denominated in a currency other than Dollars; (v) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.9.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (vi) the Letter of Credit contains any termination, abatement or offset rights under such Sections (whether accruing prior to or provisions for automatic reinstatement of the stated amount after any attornment drawing thereunder. (c) The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (d) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (e) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 14 with respect to any acts taken or omissions suffered by the Letter of Credit in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such mortgagee)Letters of Credit as fully as if the term “Administrative Agent” as used in Section 14 included the Letter of Credit, and (iiB) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession additionally provided herein with respect to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderIssuing Lender.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all Rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Reletting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses . -------- --------- Tenant Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, relenting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written, notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrue after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything The Equipment remains the property of the Tenant at all times. the Tenant has absolute discretion to operate the contrary herein contained, subject Equipment during the Term as it sees fit. Each party to this lease shall be responsible for its own legal fees in connection with the provisions of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 grant of this Lease. Additionally, the Landlord shall be responsible for the cost of securing any mortgagee, superior landlord or tenant consents required to the grant of this Lease. The Tenant shall additionally be responsible for the cost of any Stamp Duty (properly due as a result of the grant to the Tenant of this Lease). The Tenant shall pay to the Landlord, within ten business days of written demand, the proper and reasonable costs and expenses of the Landlord including any termination, abatement solicitors' or offset rights under such Sections other professionals' costs and expenses (whether accruing prior to or after any attornment to such mortgagee), incurred both during and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’end of the Term) in connection with or in contemplation of: the enforcement of the Tenant covenants of this Lease; and serving any notice or taking any proceedings for the purpose of forfeiting this Lease, notwithstanding that such Holder first acquires title or possession to forfeiture is avoided otherwise than by relief granted by the Premisescourt. Tenant agrees that AGREEMENTS AND DECLARATIONS It is hereby agreed and declared as follows: No variation of this Lease shall survive have effect unless it is in writing and signed by a duly authorised representative of the merger of estates of ground parties hereto. Any Notice given by either party hereto to the other shall be deemed to have been duly made to the other party if such notice is sent by ordinary first class post and (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground the Landlord) addressed to XXX and in the case of the Tenant notice shall only be given (unless the Tenant shall stipulate some other person or improvements lease)body) to the Tenant at its principal office. The Landlord shall have no rights or power regarding the operation, no Holder shall be liable for failure to perform any maintenance or repair of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only the Equipment other than as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations expressly provided under this Lease, . Except as specifically set out in this Lease nothing in this Lease is intended to create or shall create in favour of the Landlord any legal or beneficial interest in the Equipment or in any property or rights or obligations of the Tenant agrees to give the Holder of any mortgagenature whatsoever, by registered mailincluding any benefit the Tenant may derive from operating the Equipment. the Landlord warrants that it has good marketable title to the Landlord’s Property and is entitled to enter into this Lease. IMPLIED RIGHTS OF ENFORCEMENT BY THIRD PARTIES EXCLUDED A person who is not a party to this Lease has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Lease but this does not affect any right or remedy of a third party which exists or is available apart from that Act. INDEMNITIES Tenant's Indemnity The Tenant shall (subject to Clause 9.3) indemnify and keep indemnified the Landlord against all claims and proceedings brought against the Landlord (save to the extent that same arises due to the sole, a copy partial or complete act, neglect or default of the Landlord), and all damages, costs and liabilities which the Landlord may incur arising directly from any breach of covenant or obligation of the Tenant (here meaning agents, servants, employees, licensees or contractors) or from any wrongful act, neglect or default of the Tenant, its agents, servants, employees, licensees or contractors in connection with the Permitted Use or the exercise of the Rights, provided that the Landlord shall as soon as practicable give notice in writing to the Tenant of any notice such losses, damages or expenses and shall not compromise or settle same without the written consent of the Tenant ( not to be unreasonably withheld or delayed ) Landlord's Indemnity The Landlord shall (subject to Clause 9.3) indemnify and keep indemnified the Tenant against all claims and proceedings brought against the Tenant(save to the extent that same arises due to the sole, partial or complete act, neglect or default that is served upon of the Tenant), and all damages, costs and liabilities which the Tenant may incur arising directly from any breach of covenant or obligation of the Landlord (here meaning agents, servants, employees, licensees or contractors) or from any wrongful act, neglect or default of the Landlord, its agents, servants, employees, licensees or contractors, provided that prior to such notice, the Tenant has been notified, shall as soon as practicable give notice in writing of to the address Landlord of any such holderlosses, damages or expenses and shall not compromise or settle same without the written consent of the Tenant (not to be unreasonably withheld or delayed ).

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the costs of reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in this Section 27 shall affect Tenant’s rights under Section 18Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, including or Tenant's right to possession, after this Lease, or Tenant's right to possession, is terminated based on a Default by Tenant. Tenant hereby waives all errors and defects of a procedural nature in any termination, abatement proceedings brought against it by Landlord under this Lease. Tenant further waives the right to any notices to quit or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgageeotherwise as may be specified in 2A N.J.S.A. §18-53 et seq.), as the same may have been or may hereafter be amended, including, but not limited to, the three (3) months and fifteen (ii15) no holder or thirty (30) days notices, and agrees that the notices provided in this Lease shall be relieved sufficient in any case where a longer period may be statutorily specified. No receipt of its obligations as party-Land lord arising under money by Landlord from Tenant after the termination of this Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy service of any notice or after the commencement of default that is served upon any suit, or after final judgment for possession of the LandlordLeased Premises shall reinstate, provided that prior to continue or extend the Term or affect any such notice, Tenant has been notified, in writing of the address of demand or suit or imply consent for any such holderaction for which Landlord's consent is required.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, re- letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or ▇▇▇▇▇▇’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenant shall be applied: first, to the contrary herein contained, subject Costs of Re-Letting apportionable to the provisions Premises and allocable to the remaining balance of the Lease Term (or what would have been the balance of the Lease Term but for termination of this Section 27: (i) nothing in Lease pursuant to this Section 27 Article), second, to the payment of any Rent payable prior to the date Landlord recovers possession of the Premises from Tenant; third, to the damages payable by Tenant to Landlord pursuant to this Article, as the same become due, and any remaining sums shall affect be paid to Tenant’s rights under Section 18. Section 19 Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. The times set forth herein for the curing of Events of Default by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in this Section 27 shall affect Tenant’s rights under Section 18Paragraph D above, brokerage commissions, advertising costs, attorneys’ fees, and any commercially reasonable economic incentives given to enter leases with replacement tenants. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, including any terminationor Tenant’s right to possession, abatement after this Lease, or offset rights under such Sections (whether accruing prior Tenant’s right to or after any attornment to such mortgagee)possession, and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession is terminated based on a Default by Tenant. Notwithstanding anything contained herein to the Premises. contrary, neither Landlord nor Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderconsequential or punitive damages.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set- off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws, except as otherwise expressly provided for in this Lease. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of the Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied, at Landlord's option: first, to the contrary herein containedCosts of Reletting, subject second, to the provisions payment of all costs of enforcing this Lease against Tenant or any Guarantor, third, to the payment of all interest and service charges accruing hereunder, fourth, to the payment of Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or to prepare the Premises for reletting), brokerage commissions, advertising costs, attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Lease on its part to be observed or performed which accrues after the date of any Default by Tenant’s rights under Section 18. Section 19 The times set forth herein for the curing of violations by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until Tenant's right to possession after this Lease or Tenant's right to possession is terminated based on a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to accept a surrender of the Premis▇▇, ▇▇r shall the same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defe▇▇▇ ▇▇ ▇ny subsequent suit brought for any amount not theretofor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of f▇▇▇ ▇▇e made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: first, to the contrary herein containedCosts of Reletting, subject second, to the provisions payment of all costs of enforcing this Lease against Tenant or any Guarantor, third, to the payment of all interest and service charges accruing hereunder, fourth, to the payment of Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant t▇ ▇▇▇▇▇▇rd as the same become due (with any remaining residue to be promptly delivered to Tenant). "Costs of Reletting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or to prepare the Premises for reletting), brokerage commissions, advertising costs, reasonable attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant unless and until any Default by Tenant is cured or waived by Landlord. Section 19 The times set forth herein for the curing of violations by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that hereby waives any right otherwise available under any Law to redeem or reinstate this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior Tenant's right to possession after this Lease or subordinate Tenant's right to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord possession is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, terminated based on Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Sublease or Subtenant's right to possession, nor shall the contrary herein containedsame operate to release Subtenant in whole or in part from any of Subtenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Subtenant. Landlord may bring suits for amounts owed by Subtenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Subtenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing in first, to the reasonable Costs of Reletting, (ii) second, to the payment of all reasonable costs of enforcing this Section 27 shall affect Tenant’s rights under Section 18. Section 19 Sublease against Subtenant or any Guarantor, (iii) third, to the payment of this Leaseall interest and service charges accruing hereunder, including any termination(iv) fourth, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee)the payment of Rent theretofore accrued, and (iiv) no holder with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Subtenant as the same become due (and with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be relieved of its obligations as party-Land lord arising under the Lease from no obligation to observe or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any provision of Landlord’s obligations (and such Holder shall thereafter this Sublease on its part to be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord observed or performed which accrues while Subtenant is in default under any Default of Landlord’s obligations under this Lease, Tenant agrees to give payment of Base Rent hereunder. The times set forth herein for the Holder curing of any mortgage, Defaults by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing Subtenant are of the address essence of any such holderthis Sublease.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Laws, all rent and other consideration paid by any replacement tenants shall be applied: first, to the contrary herein containedall reasonable costs and expenses incurred by Landlord for any repairs, subject maintenance, changes, alterations and improvements to the provisions Premises, brokerage commissions, advertising costs, attorneys' fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives required to enter leases with replacement tenants, and costs of this Section 27: collecting rent from replacement tenants, second, to the payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (iwith any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) nothing in this Section 27 shall affect and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant’s rights under Section 18. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Laws to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations, additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to accept a surrender of the contrary herein containedLeased Premises, subject nor shall the same operate to release the provisions Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore I reduced to judgment. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect lease on its part to be observed or performed which accrues after the date of any Event of Default by Tenant’s rights under Section 18. Section 19 The times set forth herein for the curing of violations by Tenant or Landlord are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim (except as expressly provided herein), or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Except for services and utilities which are standard for the Building (as opposed to any special services related to Tenant's use of the Premises), Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. The times set forth herein for the curing of Defaults by Tenant’s rights under Section 18. Section 19 , and for the performance by Landlord of its obligations hereunder, are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this 1888 Century Park East [SCPIE Holdings Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.] 30 ARTICLE 24

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, re-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off, or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including any termination, abatement Lease on its part to be observed or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or performed which accrues after the date (“Succession Date’’) that such Holder first acquires title or possession to of any Default by Tenant hereunder not cured within the Premisestimes permitted hereunder. The times set forth herein for the curing of Defaults by Tenant are of the essence with this Lease. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform hereby irrevocably waives any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default right otherwise available under any of Landlord’s obligations under Law to redeem or reinstate this Lease, Tenant agrees or Tenant's right to give the Holder of any mortgagepossession, after this Lease, or Tenant's right to possession, is terminated based on a Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing in first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Section 27 shall affect Tenant’s rights under Section 18. Section 19 Lease against Tenant or any Guarantor, (iii) third, to the payment of this Leaseall interest and service charges accruing hereunder, including any termination(iv) fourth, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee)the payment of Rent theretofore accrued, and (iiv) no holder shall with the residue, if any, to be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession held by Landlord and applied to the Premises. payment of Rent and other obligations of Tenant agrees that this Lease shall survive as the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations same become due (and such Holder shall thereafter with any remaining residue to be liable only after it succeeds to and holds remained by Landlord’s interest and then only as limited herein). In the event Tenant alleges that "Costs of Reletting" shall include without limitation, all costs and expense s incurred by Landlord is for any repairs or other matters described in default under Paragraph D above, brokerage commissions, advertising costs, attorneys' fees, any of Landlord’s obligations under this Lease, Tenant agrees economic incentives given to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.enter leases

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied, at Landlord's option; first, to the contrary herein containedCosts of Reletting, subject second, to the provisions payment of all costs of enforcing this Lease against Tenant or any Guarantor, third, to the payment of all interest and service charges accruing hereunder fourth, to the payment of Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or to prepare the Premises for reletting), brokerage commissions, advertising costs, attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Lease on its part to be observed or performed which accrues after the date of any Default by Tenant’s rights under Section 18. Section 19 The times set forth herein for the curing of violations by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform hereby irrevocably waives any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default right otherwise available under any of Landlord’s obligations under this Lease, Tenant agrees Law to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.redeem or reinstate this

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue, after full discharge of Tenant's obligations, to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything to The Purchaser shall promptly notify the contrary herein contained, subject to Sellers in writing upon receipt by the provisions Purchaser or any Affiliate of this Section 27: the Purchaser of notice of (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 any pending or threatened federal, state, local or foreign Tax audits or assessments of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), Subject Company and (ii) no holder any pending or threatened federal, state, local or foreign Tax audits or assessments of the Purchaser or any Affiliate of the Purchaser which may affect the Tax 59 61 Liabilities of any Subject Company with respect to any period ending on or before the Closing Date, or any Pre-Closing Partial Period. The Sellers shall be relieved promptly notify the Purchaser in writing upon receipt by the Sellers or any affiliate of its obligations as party-Land lord arising under the Lease from Sellers of notice of any pending or after the date (“Succession Date’’) that such Holder first acquires title threatened federal, state, local or possession foreign Tax audits or assessments relating to the Premisesincome, properties or operations of any Subject Company. Tenant agrees that this Lease The Purchaser and the Sellers shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease cooperate with each other in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder conduct of any mortgage, by registered mail, a copy of audit or other proceedings involving any notice of default that is served upon Subject Company for periods beginning before the LandlordClosing Date and each may participate at its own expense, provided that prior the Sellers shall have the right to such notice, Tenant has been notified, in writing of control the address conduct of any such holder.audit or proceeding for which the Sellers (i) agree that any resulting Tax is covered by the indemnity provided in Section 10.3(a) of this Agreement and (ii) demonstrate to the Purchaser their ability to make such indemnity payment. Notwithstanding the foregoing, neither the Purchaser nor the Sellers may settle or otherwise resolve any such claim, suit or proceeding without the consent of the other party, such consent not to be unreasonably withheld. After the Closing Date, the Purchaser and the Sellers shall make available to the other, as reasonably requested, all information, records or documents relating to Tax liabilities or potential Tax liabilities of any Subject Company and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations, including extensions thereof, or such other period as required by law. The Purchaser and the Sellers shall also make available to each other as reasonably requested by the Purchaser or the Sellers, as the case may be, personnel responsible for preparing or maintaining information, records and documents, in connection with Tax matters. In case at any time after the Closing Date any further action is necessary to carry out the purposes of this Agreement, the parties hereto shall take all such necessary action. All sales, value added, use, state or local transfer and gains Taxes, registration, stamp and similar Taxes imposed in connection with the Transactions shall be borne equally by the Purchaser, on the one hand, and the Sellers, on the other hand. Any payments made to the Sellers, any Subject Company or the Purchaser pursuant to this Article X shall constitute an adjustment of the Consideration for Tax purposes and shall be treated as such by the Purchaser and the Sellers on their Tax Returns to the extent permitted by law. All Tax sharing or similar agreements, if any, to which any Subject Company is a party will be canceled at or prior to the Closing and neither the Purchaser nor any Subject Company shall have any obligation under any such agreement. 60 62 ARTICLE XI

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the costs of reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in this Section 27 shall affect Tenant’s rights under Section 18Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, including or Tenant's right to possession, after this Lease, or Tenant's right t possession, is terminated based on a Default by Tenant. Tenant hereby waives all errors and defects of a procedural nature in any termination, abatement or offset rights proceedings brought against it by Landlord under such Sections (whether accruing prior this Lease. Tenant further waives any statutory notice and grace periods provided to or after any attornment to such mortgagee), Tenant by law and (ii) no holder agrees that the notices provided in this Lease shall be relieved sufficient in any case where a longer period may be statutorily specified. No receipt of its obligations as party-Land lord arising under money by Landlord from Tenant after the termination of this Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy service of any notice or after the commencement of default that is served upon any suit, or after final judgment for possession of the LandlordPremises shall reinstate, provided that prior to continue or extend the Term or affect any such notice, Tenant has been notified, in writing of the address of demand or suit or imply consent for any such holderaction for which Landlord's consent is required.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, relenting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set- off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including any termination, abatement Lease on its part to be observed or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or performed which accrues after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, Default by registered mail, a copy Tenant hereunder not cured within the times permitted hereunder. The times set forth herein for the curing of any notice of default that is served upon the Landlord, provided that prior to such notice, Defaults by Tenant has been notified, in writing are of the address essence of any such holder.this

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, re-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting second, subject to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set- off or counterclaim, or relief from any valuation or appraisement laws. Tenant hereby waives the right to interpose a counterclaim in any summary or other proceeding instituted by Landlord against Tenant for unpaid Rent or other Default under this Lease. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues after the date of written notice of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of any defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything to the contrary herein containedAny costs and expenses incurred by Landlord (including, subject to the provisions of this Section 27: (iwithout limitation, reasonable attorneys’ fees and expenses) nothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including enforcing any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from rights or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations remedies under this Lease, whether or not legal proceedings shall be commenced, shall be deemed to be additional rent and shall be repaid to Landlord by Tenant agrees upon demand. Without limiting the generality of the foregoing, additional rent shall include reasonable attorneys’ fees and expenses, and fees and expenses of experts and other consultants engaged by Landlord or its counsel, in connection with the bankruptcy of Tenant (or of a guarantor, if applicable), such as: filing or opposing motions; taking or responding to give discovery; monitoring case filings and proceedings; commencing, responding to and otherwise participating in adversary proceedings; preparing and filing proofs of claim; and any and all other actions relating to the Holder protection of Landlord’s rights and remedies in a bankruptcy case. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or ▇▇▇▇▇▇'s right to possession, or to accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.portion due hereunder shall be deemed a

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting’’ shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in this Section 27 shall affect Tenant’s rights under Section 18Paragraph D above, brokerage commissions, advertising costs, attorneys’ fees and any economic incentives given to enter leases with replacement tenants. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform hereby irrevocably waives any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default right otherwise available under any of Landlord’s obligations under Law to redeem or reinstate this Lease, Tenant agrees or Tenant’s right to give the Holder of any mortgagepossession, after this Lease, or Tenant’s right to possession, is terminated based on a Default by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderTenant.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which L▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against T▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in default hereunder. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in default hereunder. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession or to accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless in each such case express written notice of such intention is sent by Landlord or its agent to Tenant. To the fullest extent permitted by Law, all rent and other consideration paid by any Replacement Tenants shall be applied: first, to the contrary herein containedCosts of Re-Letting, subject second, to the provisions payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement Laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrued after the date of any Default by Tenant hereunder not cured within the times permitted hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (hereby irrevocably waives any right otherwise available under any Law to redeem or improvements) lessor and lessee. Until a Holder (either superior or subordinate to reinstate this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything The undersigned irrevocably agrees that all disputes, claims or controversies arising out of or relating to this Election Form or the contrary herein containedMerger Agreement, subject to or the provisions negotiation, validity or performance of this Section 27: Election Form or the Merger Agreement or the transactions contemplated thereby shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its rules of conflict of laws. The undersigned hereby irrevocably and unconditionally (i) nothing consents to submit to the sole and exclusive jurisdiction of the Chancery Court of the State of Delaware, provided, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Proceeding, such Proceeding shall be brought in any State or Federal court located in New Castle County, Delaware (in such order, the “Chosen Courts”), for any litigation arising out of or relating to this Section 27 shall affect Tenant’s rights under Section 18. Section 19 Election Form or the Merger Agreement or the negotiation, validity or performance of this Lease, including Election Form or the Merger Agreement or the transactions contemplated hereby (and agrees not to commence any termination, abatement or offset rights under litigation relating thereto except in such Sections (whether accruing prior to or after any attornment to such mortgageecourts), and (ii) no holder waives any objection to the laying of venue of any such litigation in the Chosen Courts and (iii) agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. The undersigned hereby agrees not to commence any such litigation other than before one of the Chosen Courts. The undersigned agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be relieved conclusive and may be enforced by suit on the judgment in any court of its obligations as party-Land lord arising under the Lease from competent jurisdiction, or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premisesin any other manner provided by Law. Tenant The undersigned agrees that this Lease shall survive service of summons and complaint or any other process that might be served in any action or Proceeding may be made on the merger of estates of ground (undersigned by sending or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, delivering a copy of any notice of default that is served upon the Landlord, provided that prior process to such notice, Tenant has been notified, in writing of the undersigned at the address of the undersigned set forth below. Nothing in this Election Form, however, shall affect the right of any such holderParty to serve legal process in any other manner permitted by Law. THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS ELECTION FORM OR THE MERGER AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES THERETO IN RESPECT OF THIS ELECTION FORM OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE A COPY OF THIS ELECTION FORM WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THE UNDERSIGNED’S RIGHT TO TRIAL BY JURY.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant's right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, attorneys' fees, and any other costs and incentives incurred in order to enter into leases with replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in Default hereunder. Section 19 The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior Tenant's right to possession after this Lease or subordinate Tenant's right to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord possession is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderproperly terminated hereunder.

Other Matters. Notwithstanding anything No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Section 27 shall affect Tenant’s rights under Section 18Lease on its part to be observed or performed which accrues while Tenant is in default hereunder. Section 19 The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.

Other Matters. Notwithstanding anything None of the following other events shall diminish Guarantor's liability under this Guaranty except to the contrary herein containedextent that Section 3.1 above and Sections 3.2(c), subject to the provisions of this Section 27: (i) nothing in this Section 27 shall affect Tenant’s rights and/or (l) below directly reduce the extant or nature of the Guarantied Obligations: (a) any assignment or subletting under Section 18. Section 19 of this the Lease, including ; (b) any termination, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), and (ii) no holder shall be relieved of its obligations as party-Land lord arising forbearance by Landlord under the Lease from or after this Guaranty; (c) any consent or waiver by Landlord; (d) any other dealings between Landlord and Tenant or Guarantor; (e) any termination of the date affiliation between Guarantor and Tenant; (“Succession Date’’f) that such Holder first acquires title or possession failure of Landlord to mitigate its damages for Tenant's Default under the Lease unless required to do so prior to the Liability Termination Date pursuant to the terms of the Lease; (g) Landlord's failure to assert any claim against Tenant in any Insolvency Proceeding or any acts or omissions of Landlord in any Insolvency Proceeding or any limitation of Tenant's liability under the Lease in any Insolvency Proceeding; (h) the dissolution, liquidation, or termination of Tenant; (i) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Premises. Tenant agrees that this Lease shall survive the merger ; (j) Landlord's exercise of estates of ground (or improvementsfailure to exercise) lessor and lesseeany rights or remedies under the Lease or under applicable landlord-tenant law; (k) Landlord's transfer of its fee or leasehold interest in any Property demised under the Lease, or (l) any other fact, circumstance, event, or defense whatsoever that would or could otherwise discharge, limit, terminate, or diminish Guarantor's liability under this Guaranty or give rise to any defense or counterclaim by Guarantor under this Guaranty (other than a Preserved Defense). Until To the extent that Tenant or Guarantor may have any claim, defense, counterclaim, or offset against Landlord's enforcement of the Lease or this Guaranty, but such claim, defense, counterclaim, or offset is not a Holder (either superior Preserved Defense, it may not be asserted as a defense against the enforcement of this Guaranty unless failure to assert such claim, defense, counterclaim, or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to offset in such proceeding would constitute a new lease permanent waiver thereof. Except as otherwise provided in the case preceding sentence, all such claims, defenses, counterclaims and offsets must be asserted, if at all, only in the form of a ground or improvements lease)separate claim by Tenant and/or Guarantor against Landlord brought and prosecuted in a separate proceeding, no Holder which proceeding shall not be liable for failure consolidated (without Landlord's written consent) with any action by Landlord to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under enforce this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holderGuaranty.

Other Matters. Notwithstanding anything No reentry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the contrary herein containedsame operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, subject unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant's right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the provisions same accrue or after the same have accrued, and no suit or recovery of this Section 27any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) nothing in first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Section 27 shall affect Tenant’s rights under Section 18. Section 19 Lease against Tenant or any Guarantor, (iii) third, to the payment of this Leaseall interest and service charges accruing hereunder, including any termination(iv) fourth, abatement or offset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee)the payment of Rent theretofore accrued, and (ii) no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements leasev), no Holder shall be liable for failure to perform any of Landlord’s obligations (and such Holder shall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only as limited herein). In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give the Holder of any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing of the address of any such holder.