Common use of Conditional Limitations -- Events of Default and Remedies Clause in Contracts

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" under this Lease: (i) if Lessee shall (A) default in making payment of any installment of Basic Rent when due as and where required pursuant to paragraph (a) of Article 3, where such default continues for five (5) days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days after Lessee's Actual Knowledge of such default, or (C) fail to keep in full force and effect any insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease and such default shall continue for a period of 15 days after Actual Knowledge thereof; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 days, if Lessee shall commence within such period of 15 days to remedy the default and thereafter shall prosecute the remedying of such default with all reasonable diligence, the period of time after obtaining such Actual Knowledge of default within which to remedy the default shall be extended for such period not to exceed an additional 30 days as may be reasonable to remedy the same with all reasonable diligence; or (iii) if Lessee or any Guarantor shall file a petition of bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy Code, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee or any Guarantor as a bankrupt, or its reorganization pursuant to the Bankruptcy Code, and (A) Lessee or such Guarantor shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee or any Guarantor, or Lessee's estate or interest in the Leased Property, and shall not be discharged within 30 days thereafter, or if Lessee or any Guarantor shall consent to or acquiesce in such appointment; or (vi) if the Leased Property shall have been left unattended, unsecured and without maintenance; or (vii) if any Guarantor shall default under the terms of any guaranty of the Lease beyond applicable grace or cure periods, if any; or shall disavow, repudiate or reject such guaranty or any or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreement (viii) if (a) Lessee or (b) any person conveying title to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution and delivery of this Lease. (ix) The occurrence of a default under the Escrow Agreement, including, without limitation, the failure of Lessee to make the payments required of it in Section 8(a) of the Escrow Agreement as and when thereby required. (x) The occurrence of a Letter of Credit Draw Event. (xi) Any party shall obtain an order or decree in any court of competent jurisdiction enjoining or delaying the development of the Leased Property, the construction of the Buildings in accordance with paragraph (b) of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate as and when required by paragraph (c) of Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failures. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor may, at Lessor's option, elect to (i) re-enter the Leased Property, without notice, and remove all Persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving notice in writing to Lessee, electing to terminate this Lease and specifying the date of termination, and the Term of this Lease shall expire by limitation at midnight on the date specified in such notice as fully and completely as if said date were the date originally fixed for the expiration of the Term, and Lessee shall thereupon quit and peacefully surrender the Leased Property to Lessor, without any payment therefor by Lessor; and/or (iii) enforce all rights and remedies available to it in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunder. (c) In case of any such re-entry, termination and/or dispossession as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or termination, together with such expenses, including reasonable attorneys' fees, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossession; and (ii) Lessor may in good faith relet the Leased Property or any part thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lessee, either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term; (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly period which would otherwise have constituted the Term, which amounts shall be paid in monthly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above); and (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating the rent reserved for the residue of the Term, there shall be included, in addition to the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may at any time, by notice to Lessee, elect to recover, and Lessee shall pay, as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter become payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23). (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. (e) The word "re-enter", as used in this Lease, shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property by Lessor shall constitute an election to terminate the Term of this Lease unless notice of such intention is given to Lessee or unless such termination be decreed by a court. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found that an Event of Default has occurred, Lessee shall pay to Lessor all costs and other expenses which may become payable as a result thereof, including reasonable attorneys' fees and expenses. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, and no waiver by Lessor or Lessee of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative of such party. Alabama Lease Agreement

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or of acts shall constitute an "Event of Default" under this Lease: (i) i. if Lessee Tenant shall (A) default in making payment when due of any installment of Basic Rent, Additional Rent when due as or any other amount payable by Tenant hereunder and where required pursuant to paragraph such failure shall continue for ten (a) of Article 3, where such default continues for five (510) days following after written notice thereof by Landlord to Lessee (Tenant of such Event of Default provided, however, that Lessee Landlord shall not be entitled obligated to provide Tenant notice of late payment more than two (2) such written notices times during any twelve calendar year, and after two such notices in a particular calendar year, Tenant shall be deemed to be in default if the installment of rent or other payment is not paid when due, or ii. if Tenant shall default (12other than a default described in (i) month period so that if two (2above) such written notices were given within in the previous twelve (12) monthsobservance or performance of any provision of this Lease to be observed or performed by Tenant hereunder, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen thirty (30) days after Lessee's Actual Knowledge Landlord shall have given to Tenant notice specifying such default and demanding that the same be cured (or, if by reason of the nature thereof such default, or (C) fail to keep in full force and effect any insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall cannot be deemed cured by the payment of money and cannot, with due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6diligence, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease and such default shall continue for a period of 15 days after Actual Knowledge thereof; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 days, if Lessee shall commence wholly cured within such period of 15 days thirty (30) days, if Tenant shall fail to remedy proceed promptly to cure the default same and thereafter shall prosecute the remedying curing of such default with all reasonable due diligence, it being intended in connection with a default not susceptible of being wholly cured with due diligence within such period that the period of time after obtaining such Actual Knowledge of default within which to remedy cure the default same shall be extended for such period not to exceed an additional 30 days as may be reasonable necessary to remedy complete the curing of the same with all reasonable due diligence); or (iii) . if Lessee or any Guarantor Tenant shall file a petition of in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy CodeAct or under any similar federal or state law, now or hereafter in effect, or shall be adjudicated a bankrupt or become insolvent insolvent, or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; subject to those rights accorded Tenant under paragraph 16(b) herein and the foregoing has not been discharged within ninety (90) days; or (iv) . if a petition or answer shall be filed proposing the adjudication of Lessee or any Guarantor Tenant as a bankrupt, bankrupt or its reorganization pursuant to the Bankruptcy CodeAct or any similar federal or state law, now or hereafter in effect, and (A1.) Lessee or such Guarantor Tenant shall consent to the filing thereof, or (B2.) such petition or answer shall not be discharged or denied within 30 ninety (90) days after the filing thereof; or (v) v. if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee Tenant or any Guarantor, of all or Lesseesubstantially all of the business or assets of Tenant or of Tenant's estate or interest in the Leased PropertyPremises, and shall not be discharged within 30 ninety (90) days thereafter, thereafter or if Lessee or any Guarantor Tenant shall consent to or acquiesce in such appointment; or (vi) . if the Leased Property shall have been left unattended, unsecured and without maintenance; or (vii) if any Guarantor shall default under estate or interest of Tenant in the terms of any guaranty of the Lease beyond applicable grace or cure periods, if any; or shall disavow, repudiate or reject such guaranty Premises or any sublease thereof shall be levied upon or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreement (viii) if (a) Lessee or (b) any person conveying title to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution and delivery of this Lease. (ix) The occurrence of a default under the Escrow Agreement, including, without limitation, the failure of Lessee to make the payments required of it in Section 8(a) of the Escrow Agreement as and when thereby required. (x) The occurrence of a Letter of Credit Draw Event. (xi) Any party shall obtain an order or decree attached in any court of competent jurisdiction enjoining proceeding and such process shall not be vacated or delaying the development of the Leased Propertydischarged within sixty (60) days after such levy or attachment, the construction of the Buildings unless Tenant shall be contesting such levy or attachment in good faith and in accordance with paragraph (b) the requirements of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate as and when required by paragraph (c) of Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failuresSection 18(b). (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuingoccurred, Lessor Landlord may, at Lessor's option, elect to its election following an Event of Default: (i) re-enter Landlord may reenter the Leased PropertyPremises and cure any default of Tenant. In such event Tenant shall immediately reimburse Landlord as Additional Rent for any such costs, without notice, to cure Tenant's default; and remove all Persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being Landlord shall not be liable to indictment, prosecution Tenant for any loss or damages therefor, and damage which Tenant may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or sustain by reason of any action of Landlord other than its willful misconduct. (ii) terminate this Lease Landlord, at any time by giving thereafter, may at its option give written notice in writing thereof to Lessee, electing to terminate Tenant stating that this Lease and specifying the date of termination, and the Term of this Lease term hereby demised shall expire by limitation at midnight and terminate on the date specified in such notice as fully notice, and completely upon the date specified in such notice, this Lease and the term hereby demised, and all rights of Tenant under this Lease shall expire and terminate as if said the date were the date originally herein definitely fixed for the expiration termination of the Termterm of this Lease, and Lessee in which event Tenant shall thereupon quit and peacefully surrender the Leased Property to Lessor, without any payment therefor by Lessor; and/or Premises but shall remain liable as hereinafter provided. (iii) enforce Landlord may, without terminating this Lease, reenter the Premises and at its option, repair and alter the Premises in such manner as Landlord may deem necessary or advisable, and/or let or relet the premises or any parts thereof for the whole or any part of the remainder of the term hereof or for a longer period, in Landlord's name or as agent of Tenant, and out of any rental collected or received as a result of such letting or reletting Landlord shall first, pay to itself the cost and expense of retaking, repossessing, repairing and/or altering the Premises, and the cost and expense of removing all rights personal property therefrom; second, pay to itself the cost and expense sustained in securing any new tenants, and if Landlord shall maintain and operate the Premises, the cost and expense of operating and maintaining the Premises; and, third, pay to itself any balance remaining on account of the liability of Tenant to Landlord. No reentry by Landlord shall absolve or discharge Tenant from liability hereunder. Landlord shall in no way be responsible or liable for any failure to relet the Premises or any part thereof, or for any failure to collect any rental due on any such reletting. (iv) if the Event of Default is under Section 19(a)(i), Landlord may at its option without terminating this Lease, reenter the Premises and at its option, repair and alter the Premises in such manner as Landlord may deem necessary or advisable, and/or let or relet the Premises or any part thereof for the whole or any part of the remainder of the Lease Term or for a longer period, in Landlord's name or as agent of Tenant, and Tenant shall nevertheless remain liable as hereinafter provided for the remainder of the term hereof; and after thirty (30) days prior written notice to Tenant, Landlord may declare all Basic Rent which would have been due under the Lease for the balance of the Lease Term discounted at the time of payment to a present value using the yield on U.S. Treasury securities maturing at the end of the Term to be immediately due and payable, and Tenant shall then be liable for the same to Landlord, together with all loss or damage Landlord may sustain by reason of such default and termination plus any unpaid cost and expense of retaking, repossessing, repairing and/or altering the Premises and enforcing this Lease including but not limited to reasonable attorneys fees, it being expressly agreed and understood that such liabilities and remedies available herein specified shall survive the termination of this Lease; after payment of such accelerated discounted Basic Rent, Tenant shall be entitled to it any rent realized by Landlord in law excess of all of Landlord's costs incurred in reletting and in equity, including without limitation owning the right of specific performance of Premises. (v) Landlord may xxx for injunctive relief or to recover damages for any of Lessee's obligations hereunderloss resulting from the breach. (c) In case of any such re-entry, termination and/or dispossession the event Tenant's rights under this Lease shall have terminated as in Section 19(b)(ii) or as provided in or permitted by law, Landlord shall obtain possession of the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or termination, together with such expenses, including reasonable attorneys' fees, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossession; and (ii) Lessor may in good faith relet the Leased Property Premises or any part portion thereof, Landlord shall have the right, without notice, to repair or alter the Premises or any portion thereof (but shall be under no obligation in such manner as to do so except Landlord seems appropriate to put the extent required by law) for its sole account without any duty to account therefor to Lessee, either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term; (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly period which would otherwise have constituted the Term, which amounts shall be paid in monthly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above); and (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property same in good order and condition and in preparing to make the same rentable, and Landlord shall have the right from time to time to begin and maintain successive legal proceedings against Tenant for relettingthe recovery of any such deficiency or damages, and to recover the same upon the liability of Tenant herein provided, which expenses liability shall be paid by Lessee as they are incurred by Lessor. In calculating survive the rent reserved for the residue institution of any action to secure possession of the Term, there Premises or any portion thereof. Nothing herein contained shall be included, in addition require Landlord to wait to begin such legal proceedings until the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years end of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may at any time, by notice to Lessee, elect to recover, and Lessee shall pay, as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter become payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23). (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the stated Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. (e) The word "re-enter", as used in this Lease, shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property Premises or any portion thereof by Lessor Landlord shall constitute be construed as an election of Landlord's part to terminate the Term term of this Lease unless notice of such intention is be given to Lessee Tenant or unless such termination be decreed by a courtcourt of competent jurisdiction. (fd) If Tenant shall be in default in the observance or performance of any provision of this Lease, and an action shall be brought for the enforcement of any provision of this Lease, thereof in which it is found shall be determined that an Event of Default has occurredTenant was in default, Lessee Tenant shall pay to Lessor Landlord all reasonable fees, costs and other expenses which may become payable as a result thereofthereof or in connection therewith, including reasonable and actual attorneys' fees and expenses. If Landlord shall be made a party to any litigation commenced against Tenant, and if Tenant shall not at its expense provide Landlord with counsel reasonably satisfactory to Landlord, Tenant shall pay all reasonable costs and attorneys' fees incurred or paid by Landlord in connection with such litigation unless such inclusion of Landlord in such litigation was solely a result of the negligent acts or inactions of Landlord. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (he) No right or remedy herein conferred upon or reserved to Lessor Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time now or hereafter existing. The failure of Lessor Landlord to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor Landlord of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breachbreach (other than the prior failure to pay such Basic Rent or Additional Rent), and no waiver by Lessor or Lessee Landlord of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative officer of the member of Landlord. Landlord shall be entitled, to the extent permitted by law, to injunctive relief in case of the violation, or attempted or threatened violation, of any provision of this Lease, or to a decree compelling observance or performance of any provision of this Lease, or to any other legal or equitable remedy. (f) Nothing herein is intended to reduce any obligation of Landlord to mitigate damages as required by the law of the State of Indiana. (g) In no event shall Landlord be charged with default under this Lease unless and until Landlord shall have received written notice of such party. Alabama default and shall not have cured such default within sixty (60) days of receipt of such written notice or such additional time as may be reasonably necessary to cure such default. (h) Landlord shall be in default of this Lease Agreementin the event Landlord fails to perform obligations required of Landlord within five (5) days after written notice by Tenant to Landlord stating wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than five (5) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such five (5) day period and thereafter diligently prosecutes same to completion.

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" under this Lease: (i) if Lessee shall (A) default in making payment of any installment of Basic Rent when due as and where required pursuant to paragraph (a) of Article 3, where such default continues for five (5) days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days after Lessee's Actual Knowledge of such default, or (C) fail to keep in full force and effect any insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease and such default shall continue for a period of 15 days after Actual Knowledge thereof; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 days, if Lessee shall commence within such period of 15 days to remedy the default and thereafter shall prosecute the remedying of such default with all reasonable diligence, the period of time after obtaining such Actual Knowledge of default within which to remedy the default shall be extended for such period not to exceed an additional 30 days as may be reasonable to remedy the same with all reasonable diligence; or (iii) if Lessee or any Guarantor shall file a petition of bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy Code, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; oror Pennsylvania Lease Agreement (iv) if a petition or answer shall be filed proposing the adjudication of Lessee or any Guarantor as a bankrupt, or its reorganization pursuant to the Bankruptcy Code, and (A) Lessee or such Guarantor shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee or any Guarantor, or Lessee's estate or interest in the Leased Property, and shall not be discharged within 30 days thereafter, or if Lessee or any Guarantor shall consent to or acquiesce in such appointment; or (vi) if the Leased Property shall have been left unattended, unsecured and without maintenance; or (vii) if any Guarantor shall default under the terms of any guaranty of the Lease beyond applicable grace or cure periods, if any; or shall disavow, repudiate or reject such guaranty or any or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreementor (viii) if (a) Lessee or (b) any person conveying title to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution and delivery of this Lease. (ix) The occurrence of a default under the Escrow Agreement, including, without limitation, the failure of Lessee to make the payments required of it in Section 8(a) of the Escrow Agreement as and when thereby required. (x) The occurrence of a Letter of Credit Draw Event. (xi) Any party shall obtain an order or decree in any court of competent jurisdiction enjoining or delaying the development of the Leased Property, the construction of the Buildings in accordance with paragraph (b) of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate as and when required by paragraph (c) of Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failures. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor may, at Lessor's option, elect to (i) re-enter the Leased Property, without notice, and remove all Persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving notice in writing to Lessee, electing to terminate this Lease and specifying the date of termination, and the Term of this Lease shall expire by limitation at midnight on the date specified in such notice as fully and completely as if said date were the date originally fixed for the expiration of the Term, and Lessee shall thereupon quit and peacefully surrender the Leased Property to Lessor, without any payment therefor by Lessor; and/or (iii) enforce all rights and remedies available to it in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunder. (c) In case of any such re-entry, termination and/or dispossession as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or termination, together with such expenses, including reasonable attorneys' fees, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossession; and (ii) Lessor may in good faith relet the Leased Property or any part thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lessee, either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term; (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly period which would otherwise have constituted the Term, which amounts shall be paid in monthly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above); and (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating the rent reserved for the residue of the Term, there shall be included, in addition to the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may at any time, by notice to Lessee, elect to recover, and Lessee shall pay, as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter become payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23). (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. (e) The word "re-enter", as used in this Lease, shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property by Lessor shall constitute an election to terminate the Term of this Lease unless notice of such intention is given to Lessee or unless such termination be decreed by a court. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found that an Event of Default has occurred, Lessee shall pay to Lessor all costs and other expenses which may become payable as a result thereof, including reasonable attorneys' fees and expenses. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, and no waiver by Lessor or Lessee of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative of such party. Alabama Lease Agreement

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" Default under this LeaseLease and if Lessee has actual knowledge thereof Lessee shall notify Lessor within five days of obtaining such knowledge of the occurrence thereof: (i) if Lessee shall (A) default in making payment of any installment of Basic Rent when due as and where required pursuant to paragraph (a) of Article 3five days after such payment shall be due, where such default continues for five (5) days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of any Additional Rent and such (other than as provided in (vi) below) which default shall continue for fifteen five days after Lessee's Actual Knowledge notice from Lessor of such default, or (C) fail to keep in full force and effect any the casualty or general liability insurance coverage required to be maintained by Lessee hereunder or pursuant to Article 13, (D) default assign this Lease or any part hereof in its obligation to purchase violation of the Leased Property when required to do so by any provision provisions of this LeaseArticle 20 hereof, or (E) fail enter into a sublease with respect to timely pay this Lease or any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if part hereof in violation of the same are being contested by Lessee in strict compliance with paragraph (d) provisions of Article 6, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 720; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease other than such covenants that are referred to in clause (i), (vi), (viii), (xi), (xiii) or (xiv), and such default shall continue for any specific period expressly provided with respect to such covenant, agreement or obligation, or if no such specific period is provided, for a period of 15 30 days after Actual Knowledge thereofnotice thereof from Lessor; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 30 days, if Lessee shall promptly commence within such period of 15 days to remedy the default and thereafter shall prosecute the remedying of such default with all reasonable diligence, the period of time after obtaining such Actual Knowledge notice of default within which to remedy the default shall be extended for such period not to exceed an additional 30 days as may be reasonable to remedy the same with all reasonable diligence, up to a maximum period of 90 days after notice of such default from Lessor; and provided further, that with respect to any contest by Lessee pursuant to paragraph (d) of Article 6 hereof, any failure to comply with the conditions precedent to the right to so contest shall constitute an immediate Event of Default hereunder; or (iii) if Lessee Lessee, or any Guarantor corporation succeeding to Lessee by merger, consolidation or acquisition of all or substantially all of its assets, shall file a petition of in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy CodeAct, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment Assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee or any Guarantor corporation succeeding to Lessee by merger, consolidation or acquisition of all or substantially all of its assets as a bankrupt, bankrupt or its reorganization pursuant to the Bankruptcy CodeAct, and (A) Lessee or such Guarantor its successor corporation shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 90 days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee or any Guarantorcorporation succeeding to Lessee by merger, consolidation or acquisition of all or substantially all of its assets, or of all or substantially all of the business or assets of Lessee or its successor corporation or of Lessee's or its successor corporation's estate or interest in the Leased Property, and shall not be discharged within 30 90 days thereafter, or if Lessee or any Guarantor its successor corporation shall consent to or acquiesce in such appointment; or (vi) if Lessee shall fail to pay any Adjustment Price, Termination Value, Purchase Price or Maximum Lessee Risk Amount payable to Lessor as required by this Lease; or (vii) if the Leased Property shall have been left unattended, unsecured and without maintenancemaintenance in accordance with Article 10 hereof for a period of 30 days; or (viiviii) if any Guarantor shall default under the terms of any guaranty if, as of the Lease beyond applicable grace time when the same shall have been made, any representation or cure periods, if any; or shall disavow, repudiate or reject such guaranty or any or all warranty of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole Lessee set forth herein or in part any consent, notice, certificate, demand, request or that any other instrument delivered by or all on behalf of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreement (viii) if (a) Lessee or (b) any person conveying title to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution and delivery of or pursuant to this Lease.Lease shall prove to have been incorrect or misleading in any material respect when made; or (ix) The occurrence if a final judgment for the payment of a default under money in excess of $2,500,000 (net of insurance proceeds received) shall be rendered against Lessee and Lessee shall not comply with such judgment, or discharge the Escrow Agreement, including, without limitation, same or cause it to be discharged within 60 days from the failure of Lessee to make entry thereof (or until the payments required of it in Section 8(a) expiration of the Escrow Agreement as period in which an appeal may be filed if such period should be longer), or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and when thereby required.secure a stay of execution pending such appeal; or (x) The occurrence of a Letter of Credit Draw Event.if Lessee has defaulted under any contract or agreement for borrowed money or under any Capital Leases, including but not limited to any existing agreement with Beneficiary or its successors or assigns; or (xi) Any party if Lessee shall obtain an order or decree in any court of competent jurisdiction enjoining or delaying the development of fail to purchase the Leased Property, the construction of the Buildings Property in accordance with paragraph (bArticle 17(a) of Article 10 or enjoining or prohibiting and pay the carrying out of the terms Termination Value therefor and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure amounts required to deliver a Compliance Certificate as and when required by be paid pursuant to paragraph (c) of Article 35 within three (3) days following notice to Lessee of Lessee's failure 17 in accordance with Article 16 hereof, if and when required to do soso thereunder; provided, however, or (xii) if any Event of Default (as defined therein) shall have occurred and be continuing under the Agency Agreement; (xiii) if Lessee shall fail to surrender the Leased Property as and when required and in the condition required in accordance with Article 26; or (xiv) the Work shall not have been Substantially Completed by the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failuresCompletion Date. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor may, at Lessor's option, elect to (i) lawfully re-enter the Leased Property, without noticenotice except as otherwise provided by applicable law, and remove all Persons and property therefrom, either by summary proceedings or by any other suitable action or proceeding at law, or otherwiseby other lawful means, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving notice in writing to Lessee, electing to terminate this Lease and specifying the date of termination, and the Term of this Lease shall expire by limitation at midnight on the date specified in such notice as fully and completely as if said date were the date herein originally fixed for the expiration of the TermTerm hereby granted, and Lessee shall thereupon quit and peacefully surrender the Leased Property to LessorLessor in accordance with the provisions of Article 26 hereof, without any payment therefor by Lessor; and/or , and upon the date following the date specified in such notice, or at any time thereafter, Lessor may re-enter the Leased Property as provided in the preceding clause (iii) enforce all rights and remedies available to it in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunderi). (c) In case of any such re-entry, termination and/or dispossession by summary proceedings or otherwise as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or terminationexpiration, together with such expenses, including reasonable attorneys' fees, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossessiondispossession by summary proceedings or otherwise; and (ii) Lessor may in good faith relet the Leased Property or any part or parts thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lesseeso), either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term; and (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent provided for in this Lease exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly quarterly portion of the period which would otherwise have constituted the Term, which amounts shall be paid in monthly quarterly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any quarterly period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent quarterly period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above)proceeding; and (viv) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property and any buildings and improvements thereon in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating ; or (v) at the rent reserved for the residue option of the TermLessor exercised at any time, there Lessor forthwith shall be includedentitled to recover upon demand from Lessee as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter have become payable under the Basic Rent, all Additional Rent preceding clause (iii) and less any amounts theretofore collected under the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph preceding clause (cii) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years and applied against repayment of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to Equity Investment, the Termination Value as of set forth in Schedule C hereto for the date on which Lessor demands such date. If such Event of Default occurs after the Year 5 Expiration Datepayment, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, payable as of the date of determinationsuch demand by Lessee under this Lease, whereupon Lessor shall transfer and convey to Lessee all of Lessor's right, title and interest in and to the Leased Property pursuant to the terms of Article 16. In the event of Lessor's acting under the foregoing clauses (i), (ii), (iii) or (iv), Lessor, at Lessor's option, may make such alterations alterations, repairs or decorations in to the existing Improvements on the Leased Property for uses similar to those originally intended, as Lessor, in Lessor's sole reasonable judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding Any amounts received by Lessor pursuant to the foregoing, Lessor may at any time, by notice exercise of Lessor's remedies shall be applied to Lessee, elect to recover, 's obligations hereunder and Lessee shall pay, as liquidated damages, in addition to credited against any other proper claims but in lieu of and not in addition to any amount which would thereafter become amounts payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23)Lease. (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Purchase Price, Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. (e) The word "re-enter", as used in this Lease, is not and shall not be restricted to its technical legal meaning, but is used in the broadest sensesense under applicable law. No such taking of possession of the Leased Property by Lessor shall constitute an election to terminate the Term of this Lease unless notice of such intention is be given to Lessee or unless such termination be decreed by a courtcourt having jurisdiction. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found that an Event of Default has occurred, Lessee shall pay to Lessor all reasonable out-of-pocket costs and other expenses which may become payable as a result thereof, including reasonable attorneys' fees and expenses. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein (other than respect to the payment of liquidated damages) conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, and no waiver by Lessor or Lessee of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative officer of Lessor. (h) Notwithstanding anything to the contrary contained in this Lease, not later than 30 days after the occurrence and during the continuance of an Event of Default (other than an Event of Default pursuant to clauses (iii), (iv) or (v) of Article 22(a)), Lessee shall have the right to pay to Lessor in immediately available federal funds an amount equal to the Purchase Price and upon such party. Alabama Lease Agreementpayment the Leased Property shall be reconveyed to Lessee or its designee in accordance with the provisions of Article 16 hereof.

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" under this Lease: (i) if Lessee Tenant shall (A) default in making payment when due of any installment of Basic Rent when due as or Additional Rent, and where required pursuant to paragraph (a) of Article 3, where such default continues shall continue for five (5) days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days after Lessee's Actual Knowledge of such default, or (C) fail to keep in full force and effect any insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7due; or (ii) if Lessee Tenant shall default in the due observance or performance of any other covenant, agreement or obligation on contained in this Lease, or if there shall be a material misrepresentation by Tenant (which misrepresentation is hereinafter referred to as a "default") in any covenant, representation or warranty contained in this Lease, the part Agreement of Lessee Sale and Purchase (the "Agreement of Sale and Purchase") dated as of even date hereof between Landlord and Tenant, any of the Closing Documents (as defined in the Agreement of Sale and Purchase) or any other documents necessary to be performed under or in connection with the transactions contemplated thereby) other than as set forth in clause (i) of this Lease paragraph (a), and if such default shall continue for a period of 15 30 days after Actual Knowledge thereof; providedLandlord shall have given to Tenant notice specifying such default and demanding that the same be cured (or, however, that in if by reason of the case nature thereof such default cannot be cured by the payment of a default which can money and cannot with reasonable due diligence be remedied by Lessee, but not within a period of 15 days, if Lessee shall commence wholly cured within such period of 15 days 30 days, if Tenant shall fail to remedy proceed promptly to cure the default same and thereafter shall prosecute the remedying curing of such default with all reasonable due diligence, or if Tenant shall fail to advise Landlord from time to time, promptly after Landlord's request therefore, as to any action which Tenant is taking to cure such default and as to the progress with respect to such cure, it being intended in connection with a default not susceptible of being wholly cured with due diligence within such period of that the time after obtaining such Actual Knowledge of default within which to remedy cure the default same shall be extended for such period not up to exceed an additional 30 90 days as may be reasonable necessary to remedy complete the curing of same with all due diligence, subject to delays as a result of force majeure) (for purposes of this subparagraph (ii), a -30- delay shall be deemed to be a result of force majeure if it results from: an act of God; an act of war; an act of public enemies; any casualty or condemnation (as such terms are defined in this Lease); all applicable present or future laws, ordinances, codes, rules, orders or regulations or compliance therewith; requests or directives of any public authority or compliance therewith; strikes, lockouts, stoppages or restraint of labor; riot or civil commotion; shortages of material; or other causes outside of the reasonable diligencecontrol of Tenant, whether similar or dissimilar to the foregoing, provided, however, that Tenant notifies Landlord of any such event in writing immediately after Tenant acquires knowledge thereof); or (iii) if Lessee Tenant, or any Guarantor corporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets, shall file a petition of in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy CodeAct, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee Tenant or any Guarantor corporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets as a bankrupt, bankrupt or its reorganization pursuant to the Bankruptcy CodeAct, and (A) Lessee Tenant or such Guarantor its successor corporation shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 sixty (60) days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee Tenant or any Guarantorcorporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets, or Lesseeof all or substantially all of the business or assets of Tenant or its successor corporation or of Tenant's or its successor corporation's estate or interest in the Leased Property, and shall not be discharged within 30 sixty (60) days thereafter, thereafter or if Lessee Tenant or any Guarantor its successor corporation shall consent to or acquiesce in such appointment; or (vi) if the estate or interest of Tenant in the Leased Property or any sublease thereof shall have been left unattendedbe levied upon or attached in any proceeding and such process shall not be vacated or discharged within sixty (60y days after such levy or attachment, unsecured and without maintenanceunless Tenant shall be contesting such levy or attachment in accordance with the requirements of paragraph (d) of Article 6 hereof; or (vii) if any Guarantor Tenant shall be in default under in the terms payment or performance of any obligation, beyond any applicable grace period, under any agreement or instrument to which Tenant is a party relating to the payment or guaranty of any obligation, note or other evidence of indebtedness, or loan agreement, in excess of $100,000 (each of the Lease beyond applicable grace foregoing is hereinafter individually referred to as an "Indebtedness"), or cure periodsany other event shall occur, if any; the effect of such failure or shall disavowother event is to accelerate, repudiate or reject permit the holder of such guaranty Indebtedness or any or all other person to accelerate the maturity of its obligations thereundersuch Indebtedness, or otherwise claim or assert that it is no longer bound by any such guaranty Indebtedness shall be required to be prepaid (other than by a regularly scheduled required payment) in whole or in part or that any or all of prior to its obligations thereunder are not enforceable against it in whole or in partstated maturity; or Alabama Lease Agreementor (viii) if (a) Lessee or (b) any person conveying title Tenant fails to pay Landlord the purchase price of the Leased Property pursuant to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution Articles 12, 15 and delivery 16 of this Lease.; or (ix) The occurrence of a default under if Tenant fails to maintain the Escrow Agreement, including, without limitation, the failure of Lessee to make the payments required of it insurance coverage as set forth in Section 8(a) of the Escrow Agreement as and when thereby required.Article 13 hereof; or (x) The occurrence of a Letter of Credit Draw Event. (xi) Any party shall obtain an order or decree in any court of competent jurisdiction enjoining or delaying the development of the Leased Property, the construction of the Buildings in accordance with paragraph (b) of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on if Tenant transfers the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate except as and when required by paragraph (c) of provided in Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failures15 hereof. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor Landlord may, at LessorLandlord's option, elect to (i) re-enter the Leased Property, without notice, and remove all Persons persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving ten (10) days' notice in writing to LesseeTenant, electing to terminate this Lease and specifying the date of terminationLease, and the Term of this Lease shall expire by limitation at midnight on the date specified in such expiration of said last mentioned ten (l0) days' notice as fully and completely as if said date were the date herein originally fixed for the expiration of the Termterm hereby granted, and Lessee Tenant shall thereupon quit and peacefully surrender the Leased Property to LessorLandlord, without any payment therefor by Lessor; and/or Landlord, and Landlord, upon the expiration of said last mentioned ten (iii10) enforce all rights and remedies available to it days' notice, or at any time thereafter, may re-enter the Leased Property as provided in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunderpreceding clause (i). (c) In case of any such re-entry, termination and/or dispossession dispossess by summary proceedings or otherwise as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession dispossess and/or terminationexpiration, together with such expenses, including reasonable attorneys' fees, as Lessor Landlord shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossessiondispossess by summary proceedings or otherwise; and (ii) Lessor Landlord may in good faith relet the Leased Property or any part thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lesseeor parts thereof, either in the name of Lessor Landlord or otherwise, for a term or terms which may, at LessorLandlord's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the TermTerm of this Lease; (iii) Lessee Tenant shall also pay to Lessor the present value (using the Discount Rate) Landlord all other damages and expenses which Landlord shall have sustained by reason of the excess breach of the total rent reserved over the remainder any provision of the Term over the rental value of this Lease, including without limitation legal expenses, attorneys' fees, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property and any buildings and improvements thereon in good order and condition and in preparing the same for reletting, which expenses shall be paid by Tenant as reasonably determined they are incurred by Lessor for said residue of the TermLandlord; (iv) Lessee Tenant shall also pay to Lessor Landlord the amount by which the Basic Rent reserved in this Lease exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly month of the period which would otherwise have constituted the TermTerm of this Lease (excluding unexercised extension options), which amounts shall be paid in monthly quarterly installments by Lessee Tenant on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period month or months shall not prejudice in any way the rights of Lessor Landlord to collect the deficiency in any subsequent period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above)proceeding; and and/or (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating the rent reserved for the residue of the Term, there shall be included, in addition to the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years option of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may Landlord exercised at any time, by notice Landlord forthwith shall be entitled to Lessee, elect to recover, and Lessee shall pay, recover from Tenant as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter have become payable under the preceding clause (iv), whichever of the following sums Landlord shall elect: (A) an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property Basic Rent and Additional Rent reserved in this Lease and/or covenanted to be paid for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) Term of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of -33- this Lease (includingexcluding unexercised extension periods), discounted at the rate of six (6%) percent per year to present worth; provided that, if Tenant shall so request, Landlord shall at the time of such payment assign and convey the Leased Property to Tenant, without limitation further consideration, in accordance with the terms and provisions of Article 23)16 hereof; or (B) an amount equal to the then outstanding principal balance, plus accrued interest and premiums, if any, under any mortgage, if any, affecting Landlord's interest in the Leased Property; or (C) the Termination Value, plus any penalty imposed upon Landlord pursuant to any mortgage affecting Landlord's interest in the Leased Property due to Landlord's prepayment of the debt secured by said mortgage. Landlord, at Landlord's option, may make such alterations and/or decorations in the Leased Property as Landlord, in Landlord's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. (d) No receipt receipts of moneys by Lessor Landlord from Lessee Tenant after a termination of this Lease by Lessor Landlord shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to LesseeTenant, or operate as a waiver of the right of Lessor Landlord to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts purchase price to be paid by Lessee Tenant to Lessor Landlord for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor Landlord may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of LessorLandlord, on account of LesseeTenant's liability hereunder. Lessee Tenant hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. Landlord shall have, receive and enjoy as Landlord's sole and absolute property, without right or duty to account therefor to Tenant, any and all sums collected by Landlord as rent or otherwise upon reletting the Leased Property after Landlord shall resume possession thereof as hereinbefore provided, including, without limitation upon the -34- generality of the foregoing, any amounts by which the sum or sums so collected shall exceed the continuing liability of Tenant hereunder. (e) The word "re-enter", as used in this Lease, is not and shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property by Lessor Landlord shall constitute an election to terminate the Term of this Lease unless notice of such intention is be given to Lessee Tenant or unless such termination be decreed by a courtcourt having jurisdiction. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found shall be determined that an Event of Default has occurredTenant was in default, Lessee Tenant shall pay to Lessor Landlord all costs and other expenses which may become payable as a result thereof, including reasonable attorneys' fees and expenses. If Landlord shall, without fault on its part, be made a party to any litigation commenced against Tenant, Tenant shall pay all costs and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor Landlord to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor Landlord of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breachbreach (other than the prior failure to pay such Basic Rent or Additional Rent), and no waiver by Lessor or Lessee Landlord of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative officer of such party. Alabama Lease AgreementLandlord.

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" Default under this LeaseLease and Lessee shall promptly notify Lessor of the occurrence thereof: (i) if Lessee shall (A) default in making payment of any installment of Basic Rent when due or Additional Rent (other than as and where required pursuant to paragraph provided in (avi) of Article 3, where such below) which default continues shall continue for five (5) days following written notice thereof to Lessee (provided, however, that Lessee after the same shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) due or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days after Lessee's Actual Knowledge of such default, or (C) fail to keep observe or perform any of the covenants, agreements or obligations of Lessee set forth in full force and effect any insurance coverage required to be maintained by Lessee hereunder Articles 13, 20, 26, 28 or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6, 30 hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease other than such covenants that are specifically referred to in the other clauses of this paragraph (a) of Article 22, and such default shall continue for any specific period expressly provided with respect to such covenant, agreement or obligation, or if no such specific period is provided, for a period of 15 30 days after Actual Knowledge thereofthereof by Lessee; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 30 days, if Lessee shall promptly commence within such period of 15 days to remedy the default and thereafter shall prosecute the remedying of such default with all reasonable diligence, the period of time after obtaining such Actual Knowledge notice of default within which to remedy the default shall be extended for such period not to exceed an additional 30 days as may be reasonable to remedy the same with all reasonable diligence, up to a maximum period of 90 days after notice of such default from Lessor; and provided further, that with respect to any contest by Lessee pursuant to paragraph (d) of Article 6 hereof, any failure to comply with the conditions precedent to the right to so contest shall constitute an immediate Event of Default hereunder; or (iii) if Lessee, Guarantor, or any Person succeeding to Lessee or any Guarantor by merger, consolidation or acquisition of all or substantially all of its assets, shall file a petition of in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy CodeAct, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee, Guarantor or any Person succeeding to Lessee or any Guarantor by merger, consolidation or acquisition of all or substantially all of its assets as a bankrupt, bankrupt or its reorganization pursuant to the Bankruptcy CodeAct, and (A) Lessee Lessee, Guarantor or such Guarantor the successor of either shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 60 days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee, Guarantor or any Person succeeding to Lessee or any GuarantorGuarantor by merger, consolidation or acquisition of all or substantially all of its assets, or Lesseeof all or substantially all of the business or assets of Lessee or Guarantor or the successor of either, or of such successor Person's estate or interest in the any Leased Property, and shall not be discharged within 30 60 days thereafter, or if Lessee Lessee, Guarantor or any Guarantor the successor of either shall consent to or acquiesce in such appointment; or (vi) if the Lessee shall fail to pay any Adjustment Price, Termination Value, Purchase Price, Reinvestment Premium or Maximum Lessee Risk Amount payable to Lessor as required by this Lease; or (vii) if any Leased Property shall have been left unattended, unsecured and without maintenancemaintenance in accordance with Article 10 hereof for a period of 30 consecutive days; or (vii) if any Guarantor shall default under the terms of any guaranty of the Lease beyond applicable grace or cure periods, if any; or shall disavow, repudiate or reject such guaranty or any or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreement (viii) if (a) any representation or warranty of Lessee or (b) Guarantor set forth herein, in the Guaranty, in any person conveying title other Operative Document or in any consent, notice, certificate, demand, request or other instrument delivered by or on behalf of Lessee or Guarantor in connection with or pursuant to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or the Guaranty shall prove to have been incorrect or misleading in any Guaranty or any certificate or writing tendered in connection with the execution and delivery of this Lease.material respect when made; or (ix) The occurrence if a final judgment or judgments for the payment of a default under money aggregating at least $35,000,000 (or such lesser amount individually or in the Escrow Agreementaggregate, includingwhich may at the time be applicable to Lessee or Guarantor, without limitationas the case may be, with respect to their other indebtedness) shall be rendered against Lessee or Guarantor and Lessee or Guarantor, as applicable, shall not comply with such judgment, or discharge the failure of Lessee same or cause it to make be discharged within 30 days from the payments required of it in Section 8(a) entry thereof (or until the expiration of the Escrow Agreement as period in which an appeal may be filed if such period should be longer), or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and when thereby required.secure a stay of execution pending such appeal; or (x) The if (A) Lessee or Guarantor is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any indebtedness for borrowed money beyond any period of grace provided without respect thereto, or (B) Lessee or Guarantor is in default in the performance of or compliance with any term of any evidence of any indebtedness for borrowed money or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been declared (or one or more Persons are entitled to declare such indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (C) as a consequence of the occurrence or continuation of a Letter any event or condition (other than the passage of Credit Draw Event.time or the right of the holder of indebtedness to convert such indebtedness into equity interests), (1) Lessee or Guarantor has become obligated to purchase or repay indebtedness for borrowed money before its regular maturity or before its regularly scheduled dates of payment, or (2) one or more Persons have the right to require Lessee or Guarantor so to purchase or repay such indebtedness, provided that the aggregate amount of indebtedness affected by the events described in clauses (A), (B) and (C) above shall be, without duplication, at least $35,000,000 (or such lesser amount which may at the time be applicable to the events described in clause (A), (B) or (C) above with respect to such other indebtedness); or (xi) Any party if Lessee shall obtain an order or decree fail to surrender any Leased Property as and when required and in any court of competent jurisdiction enjoining or delaying the development of the Leased Property, the construction of the Buildings condition required in accordance with paragraph (b) of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped.26; or (xii) The Buildings and related Improvements have if a default shall exist under any Ground Lease which has not been completed by cured within any cure period applicable under the Outside Completion Date.related Ground Lease; or (xiii) Lessor's failure if (x) any default shall have occurred and be continuing under the Assignment of Lease or (y) Guarantor shall default in the due performance or observance of any covenant, agreement or obligation on the part of Guarantor in the Guaranty or (z) the Guaranty or Assignment of Lease shall expire, cease to deliver a Compliance Certificate as be in full force and when required by paragraph (c) effect or otherwise terminate or Guarantor or any Person acting on behalf of Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee Guarantor shall not have the right to cure such default after the first time contest in any fiscal yearmanner the validity, binding nature or any time after there has been a total at any time enforceability of three (3) such failuresthe Guaranty or the Assignment of Lease. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor may, at Lessor's option, elect to (i) lawfully re-enter one or more of the Leased PropertyProperties, without notice, and remove all Persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwiseby other lawful means, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased PropertyProperties, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving notice in writing to Lessee, electing to terminate this Lease and specifying the date of termination, and the Term of this Lease shall expire by limitation at midnight on the date specified in such notice as fully and completely as if said date were the date herein originally fixed for the expiration of the TermTerm hereby granted, and Lessee shall thereupon quit and peacefully surrender the Leased Property Properties to Lessor, without any payment therefor by Lessor; and/or , and upon the date following the date specified in such notice, or at any time thereafter, Lessor may re-enter one or more of the Leased Properties as provided in the preceding clause (iii) enforce all rights and remedies available to it in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunderi). (c) In case of any such re-entry, termination and/or dispossession by summary proceedings or otherwise as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or terminationexpiration, together with such expenses, including reasonable attorneys' feesfees and disbursements, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossessiondispossession by summary proceedings or otherwise; and (ii) Lessor may in good faith relet one or more of the Leased Property Properties or any part or parts thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lesseeso), either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the TermTerm of this Lease; and (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent provided for in this Lease exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property Properties for each monthly portion of the period which would otherwise have constituted the Term of this Lease (assuming that all renewal options have been exercised such that the Term of this Lease would expire on the last day of the Maximum Lease Term), which amounts shall be paid in monthly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any monthly period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent monthly period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above)proceeding; and (viv) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property Properties and any buildings and improvements thereon in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating ; or (v) at the rent reserved for the residue option of the TermLessor exercised at any time, there Lessor forthwith shall be includedentitled to recover from Lessee as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter have become payable under the preceding clause (iii), the Termination Value for the date on which Lessor demands such payment, together with any accrued and unpaid Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, sums payable as of the date of determinationsuch demand by Lessee under this Lease, plus the Reinvestment Premium, whereupon Lessor shall transfer and convey to Lessee all of Lessor's right, title and interest in and to the Leased Properties pursuant to the terms of Article 16. Lessor, at Lessor's option, may make such alterations alterations, repairs or decorations in to the existing Improvements on any Leased Property for uses similar to those originally intended, as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the such Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may at any time, by notice to Lessee, elect to recover, and Lessee shall pay, as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter become payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23). (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Purchase Price, Termination Value or Reinvestment Premium Value, Maximum Lessee Risk Amount or related amounts to be paid by Lessee to Lessor for the purchase or surrender of the Leased Property or otherwise Properties then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased PropertyProperties, or after final order or judgment for the possession of the Leased PropertyProperties, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property Properties or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. Lessor shall have, receive and enjoy as Lessor's sole and absolute property, without right or duty to account therefor to Lessee unless Lessee makes payments of Basic Rent to Lessor pursuant to clause (iii) of paragraph (c) of Article 22 in which event Lessor shall account for such payments to Lessee in writing and such accounting shall be deemed conclusive absent manifest error by Lessor, any and all sums collected by Lessor as rent or otherwise upon reletting any Leased Property after Lessor shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of the foregoing, any amounts by which the sum or sums so collected shall exceed the continuing liability of Lessee hereunder. (e) The word "re-enter", as used in this Lease, is not and shall not be restricted to its technical legal meaning, but is used in the broadest sensesense under applicable law. No such taking of possession of the any Leased Property by Lessor shall constitute an election to terminate the Term of this Lease unless notice of such intention is be given to Lessee or unless such termination be decreed by a courtcourt having jurisdiction. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found that an Event of Default has occurred, Lessee shall pay to Lessor and each Assignee all out-of-pocket costs and other expenses which may become payable as a result thereof, including reasonable attorneys' fees and expenses. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, and no waiver by Lessor or Lessee of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative of such party. Alabama Lease AgreementLessor.

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "Event of Default" under this Lease: (i) if Lessee shall (A) default in making payment of any installment of Basic Rent when due as and where required pursuant to paragraph (a) of Article 3, where such default continues for five (5) more than 5 days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days after Lessee's Actual Knowledge from Lessor of such default, or (B) fail to timely pay any Taxes and Impositions pursuant to Article 6, (C) fail to keep in full force and effect any the casualty or general liability insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, Lease or (E) fail to timely pay default in making any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) payment of Article 6, hereof, Additional Rent and such contest and default shall continue for seven (7) days after notice from Lessor of such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7default; or (ii) if Lessee shall default in the performance of any other covenant, agreement or obligation on the part of Lessee to be performed under this Lease and such default shall continue for a period of 15 30 days after Actual Knowledge thereof; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, but not within a period of 15 30 days, if Lessee shall commence within such period of 15 30 days to remedy the default and thereafter shall prosecute the remedying of such default with all reasonable diligence, the period of time after obtaining such Actual Knowledge of default within which to remedy the default shall be extended for such period not to exceed an additional 30 330 days as may be reasonable to remedy the same with all reasonable diligence; or (iii) if Lessee or any Guarantor guarantor of Lessee's obligations under the Lease (Guarantor) shall file a petition of bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy Code, or shall be adjudicated a as bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee or any Guarantor as a bankrupt, or its reorganization pursuant to the Bankruptcy Code, and (A) Lessee or such Guarantor shall consent to the filing thereof, or (B) such petition or answer shall not be discharged or denied within 30 60 days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee or any GuarantorLessee, or Lessee's estate or interest in the Leased Property, and shall not be discharged within 30 60 days thereafter, or if Lessee or any Guarantor shall consent to or acquiesce in such appointment; or (vi) if the Leased Property shall have been left unattended, unsecured and without maintenance; or (vii) if any Guarantor shall default under the terms of any guaranty of the this Lease beyond applicable grace or cure periods, if any; or shall disavow, repudiate or reject such guaranty or any or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreement. (viii) if Lessee shall fail to satisfy the Completion Conditions with respect to the Scheduled Capital Improvements within the applicable time periods provided for in Section 10(c); or (aix) if Lessee or (b) any person conveying title to the Leased Property to Lessor or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered in connection with the execution and delivery of this Lease. (ix) The occurrence of a default under the Escrow Agreement, including, without limitation, the failure of Lessee to make the payments required of it in Section 8(a) of the Escrow Agreement as and when thereby required.; or (x) The occurrence Lessee or Guarantor fails to comply with the provisions of a Letter any agreement of Credit Draw Event.indemnification made hereunder or in connection with this Lease and such failure continues for ten (10) days after notice; or (xi) Any party shall obtain an Lessee fails to cure any violation of any Legal Requirement within 30 days of Actual Knowledge thereof, or such shorter period of time as may be provided for in any cure letter, demand, order or decree in similar document from any court of competent jurisdiction enjoining or delaying governmental agency received by Lessee (the development "Required Cure Date"), subject to extension of the Leased Property, the construction of the Buildings Required Cure Date if Lessee diligently contests any such Legal Requirement in accordance with paragraph (bArticle 6(d) of hereof, so long as any security required by said Article 10 or enjoining or prohibiting is posted prior to the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45) days and as a result thereof work on the Leased Property has stopped.Required Cure Date; or (xii) The Buildings and related Improvements have not been completed Lessee fails to deliver to Lessor the Asbestos O & M Plan by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate as and when time required by paragraph Section 9(a)(iv) hereof, or fails to complete any Scheduled Capital Improvements by the time required by Section 10(c) hereof, or fails, and such failure is not cured within five (c) of Article 35 within three (35) days following notice from Lessor, to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3timely make an escrow payment required by Section 10(c) such failureshereof. (b) This Lease and the term and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuing, Lessor may, at Lessor's option, elect to (i) re-enter the Leased Property, without notice, and remove all Persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving notice in writing to Lessee, electing to terminate this Lease and specifying the date of termination, and the Term of this Lease shall expire by limitation at midnight on the date specified in such notice as fully and completely as if said date were the date originally fixed for the expiration of the Term, and Lessee shall thereupon quit and peacefully surrender the Leased Property to Lessor, without any payment therefor by Lessor; and/or (iii) enforce all rights and remedies available to it in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunder. (c) In case of any such re-entry, termination and/or dispossession as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or termination, together with such expenses, including reasonable attorneys' fees, as Lessor shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossession; and (ii) Lessor may in good faith relet the Leased Property or any part thereof (but shall be under no obligation to do so so, except to the extent required by law) for its sole account without any duty to account therefor to Lessee, either in the name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term; (iii) Lessee shall pay to Lessor the present value (using the Discount Rate) of the excess of the total rent reserved over the remainder of the Term over the rental value of the Leased Property as reasonably determined by Lessor for said residue of the Term; (iv) Lessee shall also pay to Lessor the amount by which the Basic Rent exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly period which would otherwise have constituted the Term, which amounts shall be paid in monthly installments by Lessee on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period shall not prejudice in any way the rights of Lessor to collect the deficiency in any subsequent period by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause proceeding; (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above); and (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor; and (v) at the option of Lessor exercised at any time, Lessor forthwith shall be entitled to recover from Lessee as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter have become payable under the preceding clause (iii), the Termination Value for the date on which Lessor demands such payment together with the Reinvestment Premium less the present value (using a discount rate of 8% per annum) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the rent reserved for the residue of the Term, there shall be included, in addition to the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may at any time, by notice to Lessee, elect to recover, and Lessee shall pay, as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter become payable under the preceding clause (iv), an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision of this Lease (including, without limitation the provisions of Article 23). (d) No receipt of moneys by Lessor from Lessee after a termination of this Lease by Lessor shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and all rights of redemption provided by any law, statute or ordinance now in effect or which may hereafter be enacted. (e) The word "re-enter", as used in this Lease, shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property by Lessor shall constitute an election to terminate the Term of this Lease unless notice of such intention is be given to Lessee or unless such termination be decreed by a court. (f) If an action shall be brought by either party for the enforcement of any provision of this Lease, in which it is found that an Event of Default has occurred, Lessee the prevailing party shall pay to Lessor the other party all reasonable costs and other expenses which may become payable incurred by the prevailing party as a result thereof, including reasonable attorneys' fees and expenses. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor or Lessee to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, and no . No waiver by Lessor or Lessee of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative of such party. Alabama Lease Agreement.

Conditional Limitations -- Events of Default and Remedies. (a) Any occurrence or act specified herein as an immediate Event of Default or any of the following occurrences or acts shall constitute an "“Event of Default" ” under this Lease: (i) if Lessee Tenant shall (A) default in making payment when due of any installment of Basic Rent when due as and where required pursuant to paragraph (a) of Article 3or Additional Rent, where such default continues for five (5) days following written notice thereof to Lessee (provided, however, that Lessee shall not be entitled to more than two (2) such written notices during any twelve (12) month period so that if two (2) such written notices were given within the previous twelve (12) months, an Event of Default will automatically exist without notice upon such a default) or (B) Alabama Lease Agreement default in making any payment of Additional Rent and such default shall continue for fifteen days five (5) Business Days after Lessee's Actual Knowledge receipt of notice of such default, or (C) fail to keep in full force and effect any insurance coverage required to be maintained by Lessee hereunder or (D) default in its obligation to purchase the Leased Property when required to do so by any provision of this Lease, or (E) fail to timely pay any Taxes and Impositions when due (it being agreed that such Taxes and Impositions shall not be deemed due if the same are being contested by Lessee in strict compliance with paragraph (d) of Article 6, hereof, and such contest and such failure to pay is in strict compliance with said paragraph (d)); or (F) failure to discharge any charge, lien, security interest, encumbrance or defect in title as and to the extent required (and within the time periods required) by paragraph (a) of Article 7; or (ii) if Lessee Tenant shall default in the due performance of any other covenant, agreement agreement, obligation or obligation condition on the part of Lessee Tenant to be performed under hereunder, other than as set forth in clause (i) or clause (vii) of this Lease paragraph (a), and if such default shall continue for a period of 15 thirty (30) days after Actual Knowledge thereof; providedwritten notice from Landlord to Tenant specifying such default and demanding that the same be cured (or, however, that in the case of a default which can cannot be cured with reasonable the payment of money, or with due diligence be remedied by Lessee, but not wholly cured within a period of 15 dayssuch thirty (30) day period, if Lessee Tenant shall fail to commence within such period of 15 days to remedy cure the default and same with said thirty (30) day period, or, having promptly so commenced to cure the same shall fail thereafter shall to prosecute the remedying of such default curing thereof in good faith and with all reasonable due diligence, it being intended that the period of time after obtaining such Actual Knowledge of default within which to remedy the cure such a default shall be extended for such period not to exceed an additional 30 days as may be reasonable necessary to remedy complete the curing of the same in good faith and with due diligence, provided that in no event shall such cure period extend beyond the earlier of (i) two hundred seventy (270) days after written notice from Landlord (except with respect to the cure of environmental violation in accordance with the requirements of all reasonable diligencegovernmental authorities) and (ii) the last day of the Term of this Lease); or (iii) if Lessee Tenant, or any Guarantor corporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets, shall file a petition of in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy CodeAct of under any similar federal or state law now or hereafter in effect, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability be unable to pay its debts generally as they become due, or shall be dissolved, or shall suspend payment of its obligations, or shall take any corporate action in furtherance of any of the foregoing; or (iv) if a petition or answer shall be filed proposing the adjudication of Lessee Tenant or any Guarantor corporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets as a bankrupt, bankrupt or its reorganization pursuant to the Bankruptcy CodeAct or any similar federal or state law, now or hereafter in effect, and (A) Lessee Tenant or such Guarantor its successor corporation shall consent to the filing thereof, or (B) such petition or answer shall not be discharged discharged, or denied within 30 one hundred twenty (120) days after the filing thereof; or (v) if a receiver, trustee or liquidator (or other similar official) shall be appointed for or take possession or charge of Lessee Tenant or any Guarantorcorporation succeeding to Tenant by merger, consolidation or acquisition of all or substantially all of its assets, or Lessee's of all or substantially all of the business or assets of Tenant or its successor corporation or of Tenant’s or its successor corporation’s estate or interest in the Leased Property, and shall not be discharged within 30 ninety (90) days thereafter, thereafter or if Lessee Tenant or any Guarantor its successor corporation shall consent to or acquiesce in such appointment; or (vi) if the estate or interest of Tenant in the Leased Property or any sublease thereof shall have been left unattendedbe levied upon or attached in any proceeding and such process shall not be vacated or discharged within ninety (90) days after such levy or attachment, unsecured and without maintenance; unless Tenant shall be contesting such levy or attachment in accordance with the requirements of paragraph (d) of Article 7 hereof: or (vii) if any Guarantor shall default under Tenant fails to pay Landlord the terms of any guaranty purchase price of the Lease beyond applicable grace Leased Property pursuant to Article 17 hereof or cure periods, if anyTenant fails to maintain insurance in accordance with Article 14 hereof or if Tenant is in breach of Article 29 hereof; or shall disavow, repudiate or reject such guaranty or any or all of its obligations thereunder, or otherwise claim or assert that it is no longer bound by any such guaranty in whole or in part or that any or all of its obligations thereunder are not enforceable against it in whole or in part; or Alabama Lease Agreementor (viii) if (a) Lessee if, as of the time when the same shall have been made, any representation or (b) warranty of Tenant to Landlord or Landlord’s mortgagee set forth in any person conveying title to the Leased Property to Lessor notice, certificate, demand, request or (c) any Guarantor has made a material misrepresentation under this Lease or any Guaranty or any certificate or writing tendered other instrument delivered in connection with the execution and delivery of or pursuant to this Lease. (ix) The occurrence of a default under the Escrow Agreement, including, without limitation, the failure of Lessee Lease shall prove to make the payments required of it in Section 8(a) of the Escrow Agreement as and when thereby required. (x) The occurrence of a Letter of Credit Draw Event. (xi) Any party shall obtain an order be incorrect or decree misleading in any court of competent jurisdiction enjoining or delaying the development of the Leased Propertymaterial respect which breach had a material adverse effect on Landlord and for which Tenant failed to diligently commence to cure or, the construction of the Buildings in accordance with paragraph having diligently commenced to cure, which was not cured within two hundred seventy (b) of Article 10 or enjoining or prohibiting the carrying out of the terms and conditions hereof or any other document executed in connection herewith and such proceedings are not discontinued or such order or decree is not vacated or appealed within forty-five (45270) days and as a result thereof work on the Leased Property has stopped. (xii) The Buildings and related Improvements have not been completed by the Outside Completion Date. (xiii) Lessor's failure to deliver a Compliance Certificate as and when required by paragraph (c) of Article 35 within three (3) days following notice to Lessee of Lessee's failure to do so; provided, however, Lessee shall not have the right to cure such default after the first time in any fiscal year, or any time after there has been a total at any time of three (3) such failuresthereafter. (b) This Lease and the term Term of this Lease and estate hereby granted are subject to the limitation that whenever an Event of Default shall have occurred and be continuingoccurred, Lessor Landlord may, at Lessor's Landlord’s option, elect to (i) re-enter the Leased Property, without notice, and remove all Persons persons and property therefrom, either by summary proceedings or by any suitable action or proceeding at law, or otherwise, without being liable to indictment, prosecution action or proceeding at law, or otherwise, without being liable to indictment, prosecution or damages therefor, and may have, hold and enjoy the Leased Property, together with the appurtenances thereto and the improvements thereon; and/or (ii) terminate this Lease at any time by giving ten (10) days notice in writing to LesseeTenant, electing to terminate this Lease and specifying the date of terminationLease, and the Term of this Lease shall expire by limitation at midnight on the date specified in such expiration of said last mentioned ten (10) days notice as fully and completely as if said date were the date herein originally fixed for the expiration of the TermTerm of this Lease hereby granted, and Lessee Tenant shall thereupon thererupon quit and peacefully surrender the Leased Property to LessorLandlord, with all appurtenances thereto and all improvements thereron, without any payment therefor by Lessor; and/or Landlord, and Landlord, upon the expiration of said last mentioned ten (iii10) enforce all rights and remedies available to it days notice, or at any time thereafter, may re-enter the Leased Property as provided in law and in equity, including without limitation the right of specific performance of any of Lessee's obligations hereunderpreceding clause (i). (c) In case of any such re-entry, termination and/or dispossession by summary proceedings as provided in the immediately preceding paragraph, (i) the Basic Rent and Additional Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or termination, together with such expenses, including reasonable attorneys' fees’ fees and expenses, as Lessor Landlord shall incur in connection with Alabama Lease Agreement such re-entry, termination and/or dispossessiondispossession by summary proceedings or otherwise; and (ii) Lessor Landlord may in good faith relet the Leased Property or any part thereof (but shall be under no obligation to do so except to the extent required by law) for its sole account without any duty to account therefor to Lesseeor parts thereof, either in the name of Lessor Landlord or otherwise, for a term or terms which may, at Lessor's Landlord’s option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the TermTerm of this Lease; (iii) Lessee Tenant shall also pay to Lessor the present value (using the Discount Rate) Landlord all other actual damages and expenses which Landlord shall have sustained by reason of the excess breach of the total rent reserved over the remainder any provision of the Term over the rental value of this Lease, including, without limitation, legal expenses, reasonable attorneys’ fees, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property and any buildings and improvements thereon in good order and condition and in preparing the same for reletting, which expenses shall be paid by Tenant as reasonably determined they are incurred by Lessor for said residue of the TermLandlord; (iv) Lessee Tenant shall also pay to Lessor Landlord the amount by which the Basic Rent reserved in this Lease exceeds the net amount, if any, of the rents collected on account of the leases of the Leased Property for each monthly month of the period which would otherwise have constituted the Term of this Lease (excluding unexercised extension options other than the Landlord Extension Term), which amounts shall be paid in monthly installments by Lessee Tenant on the respective Installment Payment Dates specified therefor, and any suit brought to collect said amounts for any period month or months shall not prejudice in any way the rights of Lessor Landlord to collect the deficiency in any subsequent period month by a similar action or proceeding (in calculating the amounts to be paid by Lessee under this clause (iv), Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) above)proceeding; and and/or (v) Lessee shall also pay to Lessor all other damages and expenses which Lessor shall reasonably have sustained by reason of the breach of any provision of this Lease, including without limitation reasonable attorneys' fees and expenses, brokerage commissions and expenses incurred in altering, repairing and putting the Leased Property in good order and condition and in preparing the same for reletting, which expenses shall be paid by Lessee as they are incurred by Lessor. In calculating the rent reserved for the residue of the Term, there shall be included, in addition to the Basic Rent, all Additional Rent and the value of all other consideration agreed to be paid or performed by Lessee for said residue. In addition, for all purposes under this paragraph (c) if such Event of Default occurs before the Year 5 Expiration Date, Basic Rent shall be calculated at the rate set forth on Schedule B for the first five (5) years option of the Term as if such Basic Rent were not to be reset in accordance with the provisions of Article 23 hereof and shall be deemed to include a payment on the Year 5 Expiration Date equal to the Termination Value as of such date. If such Event of Default occurs after the Year 5 Expiration Date, Basic Rent shall be calculated based on the Basic Rent then in effect and shall include an amount equal to the Termination Value, if any, as of the date of determination. Lessor, at Lessor's option, may make such alterations or decorations in the Leased Property as Lessor, in Lessor's sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations or decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Notwithstanding the foregoing, Lessor may Landlord exercised at any time, by notice Landlord forthwith shall be entitled to Lessee, elect to recover, and Lessee shall pay, recover from Tenant as liquidated damages, in addition to any other proper claims but in lieu of and not in addition to any amount which would thereafter have become payable under the preceding clause (iv), whichever of the following sums Landlord shall elect: (A) an amount equal to the sum of the Termination Value on the date on which Lessor demands such payment together with the Reinvestment Premium thereon less the present value (using the Discount Rate) of the fair market rental value of the Leased Property Basic Rent and Additional Rent reserved in this Lease and/or covenanted to be paid for the remainder of the Term. In calculating the amounts to be paid by Lessee under this paragraph, Lessee shall be credited with any amount paid to Lessor as compensation under clause (iii) of the immediately preceding paragraph hereof. It is the express intention of Lessor and Lessee that Lessor's rights under this grammatical paragraph shall be available after any Event of Default hereunder, including, without limitation, a default in Lessee's obligation to purchase the Leased Alabama Lease Agreement Property when required to do so by any provision Term of this Lease (includingexcluding unexercised extension periods other that the Landlord Extension Term), discounted at the rate of six and on-half percent (6 1/2%) per year to present worth; provided that, if Tenant shall so request, Landlord shall at the time of such payment assign and convey the Leased Property to Tenant, without limitation further consideration, in accordance with the terms and provisions of Article 23)17 hereof; or (B) the Termination Values as set forth in Schedule C hereto, provided that, if Tenant shall so request, Landlord shall at the time of such payment assign and convey the Leased Property to Tenant, without further consideration, in accordance with the terms and provisions of Article 17 hereof. Landlord, at Landlord’s option, may make such alterations and/or decorations in the Leased Property as Landlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. (d) No receipt of moneys by Lessor Landlord from Lessee Tenant after a termination of this Lease by Lessor Landlord shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given to LesseeTenant, or operate as a waiver of the right of Lessor Landlord to enforce the payment of Basic Rent and Additional Rent, and any Termination Value or Reinvestment Premium or related amounts to be paid by Lessee to Lessor for the purchase of the Leased Property or otherwise then rent than due or thereafter falling due, it being agreed that after the commencement of suit for possession of the Leased Property, or after final order or judgment for the possession of the Leased Property, Lessor Landlord may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such suit, order or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Leased Property or, at the election of LessorLandlord, on account of Lessee's Tenant’s liability hereunder. Lessee hereby waives Landlord shall have, receive and enjoy as Landlord’s sole and absolute property, without right or duty to account therefor to Tenant, any and all rights sums collected by Landlord as rent or otherwise upon reletting the Leased Property after Landlord shall resume possession thereof as hereinbefore provided, including, without limitation upon the generality of redemption provided the foregoing, any amounts by any law, statute which the sum or ordinance now in effect or which may hereafter be enactedsums so collected shall exceed the continuing liability of Tenant hereunder. (e) The word "“re-enter"”, as used in this Lease, is not and shall not be restricted to its technical legal meaning, but is used in the broadest sense. No such taking of possession of the Leased Property by Lessor Landlord shall constitute an election to terminate the Term of this Lease unless notice of such intention is be given to Lessee Tenant or unless such termination be decreed by a courtcourt having jurisdiction. (f) If an action shall be brought for the enforcement of any provision of this Lease, in which it is found shall be determined that an Event of Default has occurred, Lessee Tenant shall pay to Lessor Landlord all costs and other expenses which may become payable as a result thereof, including reasonable attorneys' attorney’s fees and expenses. If Landlord shall, without fault on its part, be made a party to any litigation commenced against Tenant, Tenant shall pay all costs and reasonable attorneys’ fees and expensed. If Landlord shall, without fault on its part, be made a party to any litigation commenced against Tenant, Tenant shall pay all costs and reasonable attorneys’ fees actually incurred or paid by Landlord in connection with such litigation. (g) In the event Lessee shall wrongfully holdover after the expiration or termination of the Term of this Lease, and without derogating from any of Lessor's rights hereunder without granting any rights of possession to Lessee, Lessee shall be liable to Lessor for a use and occupancy fee, in an amount equal to 200% of the Basic Rent payable immediately prior to such expiration or termination for such period of holdover, plus all Additional Rent Lessee would have been liable for hereunder had such expiration or termination not occurred. In addition, Lessee hereby indemnifies Lessor against all loss, cost, and damage arising from Lessee's failure to surrender the Leased Property in accordance with the terms hereof. This indemnification shall survive the termination or expiration of this Lease. (h) No right or remedy herein conferred upon or reserved to Lessor Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or at any time existing. The failure of Lessor Landlord to insist upon the strict performance of any provision or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Receipt by Lessor Landlord of any Basic Rent or Additional Rent or any other sum payable hereunder with knowledge of the breach of any provision contained in this Lease shall not constitute a waiver of such breach, breach (other than the prior failure to pay such Basic Rent or Additional Rent) and no waiver by Lessor or Lessee Landlord of any provision of this Lease shall be deemed to have been made unless made under signature of an authorized representative officer of such party. Alabama Lease AgreementLandlord.