Common use of Damages Clause in Contracts

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor Landlord to relet the Leased Property, nor (d) the reletting of all or any portion thereof, thereof shall relieve Lessee Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession repossession, or relettingreletting to the maximum extent permitted by law. In the event of any such termination, Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee In addition, Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for LesseeTenant’s default, either: (ia) Without termination of LesseeTenant’s right rights to possession of the Leased Property, each installment of Rent (including Percentage Default Rent as determined below) and other sums payable to Tenant by Lessee to Lessor Landlord under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue RateInterest Rate from the date due until paid or otherwise discharged, and Lessor Landlord may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (Ai) the unpaid Rent which had been earned at the time of termination, repossession repossession, or reletting, and (Bii) the worth at the time of termination, repossession repossession, or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession repossession, or reletting, exceeds the amount of such rental loss that Lessee Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession repossession, or reletting, if and to the extent required by applicable law, and law (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The “worth at the time of termination, repossession repossession, or reletting reletting” of the amount referred to in this subparagraph (Bii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or and (iii) if one Fiscal Year has not elapsedany other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which, in the amount derived by annualizing the Percentage Rent from the effective date of this Leaseordinary course, would be likely to result therefrom.

Damages. (a) Neither (ai) the termination of this Lease, (bii) the repossession of the Leased Property, (ciii) the failure of Lessor to relet the Leased Property, nor (div) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. . (b) Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and; (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, ; and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of Lessor the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of the Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, the Lessee shall forthwith pay to the Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, the Lessee shall forthwith pay to the Lessor, at the Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination the sum of: (x) all Rent that is due and unpaid at later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, plus (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased PropertyProperty for the balance of the Term, plus (z) any other amount necessary to compensate the Lessor for all damage proximately caused by the Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom; or (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if the Lessee's right of possession or other rights under this Lease had not been terminated, or if the Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and the Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against the Lessee's obligation under this Clause (ii) amounts actually collected by the sum of: Lessor from another tenant to whom the Leased Property may have actually been leased or, if the Lessor is operating the Leased Property for its own account, the actual net cash flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided determination and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required allowed by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this LeaseLease pursuant to SECTION 16.1, (b) the repossession of the Leased Property, nor (c) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to through and including the date of such termination. Lessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee shall forthwith pay of such election. If Lessee voluntarily elects to terminate this Lease, then in addition to all remedies available to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: Lessor may recover the sum of: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest worth at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant time of this Lease; or (ii) the sum of: (A) award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, and ; (Bii) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided avoided, and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (Civ) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom, including reasonable attorney fees, court costs and reasonable out-of-pocket expenses in the enforcement of Lessor's rights hereunder. The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above is computed by allowing interest at the maximum legal rate of interest permitted in accordance with the laws of the State of California. The worth at the time of termination, repossession or reletting award of the amount referred to in subparagraph (Biii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (ai) the termination of this LeaseMaster Lease pursuant to Section 16.1, (bii) the repossession of the Leased PropertyProperties, (ciii) the failure of Lessor to relet the Leased PropertyProperties, nor (div) the reletting of all or any portion thereofof any of the Leased Properties, nor (v) the inability of Lessor to collect or receive any rentals due upon any such reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay be liable for the payment to Lessor of all Rent due and payable with respect to the Leased Property to and including the date of such the termination. Lessee shall forthwith pay , including without limitation all interest and late charges payable under Section 3.4 hereof and thereafter for the payment to Lessor, Lessor at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s such default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii1) the sum of: (Aa) the worth at the time of award of the unpaid Base Rent and Additional Charges which had been earned at the time of termination, repossession or reletting, and, (Bb) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Base Rent and Additional Charges which would have been earned after termination until the time of award exceeds the amount of the rental loss that Lessee proves was avoided or could have been reasonably avoided, (c) the worth at the time of award of the amount by which the unpaid Base Rent and Additional Charges for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (Cd) intentionally omitted, and (e) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this the terminated Lease or which in the ordinary course of things, things would be likely to result therefrom. The In making the above determinations, the “worth at the time of termination, repossession or reletting award” shall be determined using the lowest rate of capitalization (highest present worth) applicable at the time of the amount referred to in subparagraph (B) is determination and allowed by applicable laws of the State. If the laws of the State do not provide for a rate of capitalization, then the worth at the time of award shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York Discount rate for the State, applicable at the time of award the award, plus one percent (1%). Percentage Lessor’s net income from its operation of the Leased Property, if any, shall be included in the determination of amounts of rental loss that Lessee proves could reasonably be or were avoided. OR (2) without termination of Lessee’s right to possession of the Leased Property, each installment of the Rent for and other sums payable by Lessee to Lessor as the purposes same becomes due and payable, which Rent and other sums shall bear interest at the maximum annual rate permitted by the law of the State from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Master Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) rent and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent rent and other sums shall bear interest at the Overdue Raterate of 12% per annum until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent rent for the balance of the Term term of this Lease after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years calendar years immediately preceding the Fiscal Year calendar year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years calendar years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years calendar year during which the this Lease was in effect, or (iii) if one Fiscal Year calendar year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither The (a) the termination of this Lease, ; (b) the repossession of the Leased Property, Premises; (c) the failure of Lessor Landlord, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor Premises; (d) the reletting of all or any portion thereofof the Premises; or (e) failure or inability of Landlord to collect or receive any rentals due upon any such reletting, shall not relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of If any such terminationtermination occurs, Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property Premises to and including the date of such termination. Lessee Thereafter, following any such termination, Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for Lessee’s defaultan Event of Default by Tenant, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) 16.3.1 the worth at the time of award of the unpaid Rent (including all monthly Minimum Rent) which had been earned at the time of termination, repossession or reletting, and, (B) 16.3.2 the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent for the balance of the Term (including all monthly Minimum Rent) which would have been earned after termination until the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves could have been reasonably avoided, 16.3.3 the worth at the time of award of the amount by which the unpaid Rent (including all monthly Minimum Rent) for the balance of the then current Term (not including any Extended Terms that have not yet been exercised, but including any Extended Term which has been exercised but has not yet commenced) after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided and as reduced for rentals received after the time of terminationavoided, repossession or reletting, if and to the extent required by applicable law, andplus (C) 16.3.4 any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The As used in subsections 16.3.1 and 16.3.2 above, the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate. As used in subsection 16.3.3 above, repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent One Percent (1%). Percentage Rent Alternatively, if Landlord does not elect to terminate this Lease, then Tenant shall pay to Landlord, at Landlord’s option, as and for the purposes agreed damages for such Event of this Section 16.3 shall be a sum equal Default without termination of Tenant’s right to (i) the average possession of the annual amounts Premises and any Capital Additions, each installment of said Rent (including the Percentage Rent for monthly Minimum Rent) and other sums payable by Tenant to Landlord under this Lease as the three (3) Fiscal Years immediately preceding same becomes due and payable with respect to the Fiscal Year in which Premises, together with interest at the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent Overdue Rate from the effective date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or; (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, the worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph 16.3(2)(B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus 1%, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the ------- repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this LeaseLease pursuant to Section 16.1, (b) the repossession of the Leased Property, nor (c) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to through and including the date of such termination. Lessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee shall forthwith pay of such election. If Lessee voluntarily elects to terminate this Lease, then in addition to all remedies available to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: Lessor may recover the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including reasonable attorney fees, court costs and reasonable out-of-pocket expenses in the enforcement of Lessor's rights hereunder. The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above is computed by allowing interest at the maximum legal rate of interest permitted in accordance with the laws of the State of California. The worth at the time of award of the amount referred to in subparagraph (iii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Without limiting Lessor's other remedies provided herein and provided by law, Lessor may continue the Lease in effect after Lessee's breach and abandonment and recover Rent as it becomes due, provided that, in such event, Lessee has the right to sublet or assign subject only to reasonable conditions imposed by Lessor. Accordingly, without termination of Lessee’s 's right to possession of the Leased Property, Lessor may demand and recover each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Ratemaximum interest rate permitted in accordance with the laws of the State of California, from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither The (a) the termination of this Lease, ; (b) the repossession of the Leased Property, Premises; (c) the failure of Lessor Landlord, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor Premises; (d) the reletting of all or any portion thereofof the Premises; or (e) failure or inability of Landlord to collect or receive any rentals due upon any such reletting, shall not relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of If any such terminationtermination occurs, Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property Premises to and including the date of such termination. Lessee Thereafter, following any such termination, Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for Lessee’s defaultan Event of Default by Tenant, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) 16.3.1 the worth at the time of award of the unpaid Rent (including all monthly Minimum Rent) which had been earned at the time of termination, repossession or reletting, and, (B) 16.3.2 the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent for the balance of the Term (including all monthly Minimum Rent) which would have been earned after termination until the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves could have been reasonably avoided, 16.3.3 the worth at the time of award of the amount by which the unpaid Rent (including all monthly Minimum Rent) for the balance of the then current Term (not including any Extended Terms that have not yet been exercised, but including any Extended Term which has been exercised but has not yet commenced) after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided and as reduced for rentals received after the time of terminationavoided, repossession or reletting, if and to the extent required by applicable law, andplus (C) 16.3.4 any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The As used in Subsections 16.3.1 and 16.3.2 above, the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate. As used in Subsection 16.3.3 above, repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent One Percent (1%). Percentage Rent Alternatively, if Landlord does not elect to terminate this Lease, then Tenant shall pay to Landlord, at Landlord’s option, as and for the purposes agreed damages for such Event of this Section 16.3 shall be a sum equal Default without termination of Tenant’s right to (i) the average possession of the annual amounts Premises and any Capital Additions, each installment of said Rent (including the Percentage Rent for monthly Minimum Rent) and other sums payable by Tenant to Landlord under this Lease as the three (3) Fiscal Years immediately preceding same becomes due and payable with respect to the Fiscal Year in which Premises, together with interest at the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent Overdue Rate from the effective date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. Neither (aShould Landlord elect to terminate this Lease pursuant to the provisions of Paragraphs 25.2(a)(1) or 25.2(a)(3) above, Landlord may recover from Tenant as damages, the termination following: 1. The worth at the time of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event award of any such terminationunpaid fixed minimum rent, Lessee shall forthwith pay to Lessor all Common Area Expenses, Additional Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and or other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent charges which had been earned at the time of such termination, repossession or reletting, and; plus (B) the 2. The worth at the time of termination, repossession or reletting award of the amount by which the unpaid fixed minimum rent, Common Area Expenses, Additional Rent or other charges which would have been earned after termination until the time of award exceeds the amount of such loss Tenant proves could have been reasonably avoided; plus 3. The worth at the time of award of the amount by which the unpaid fixed minimum rent, Common Area Expenses, Additional Rent or other charges for the balance of the Lease Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; plus (C) any 4. Any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its Tenant’s obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession including, but not limited to any costs or reletting of the amount referred to expenses incurred by Landlord in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average retaking possession of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the terminationPremises, re-entry or repossession takes placeincluding reasonable attorneys’ fees, or (ii) if three (3) Fiscal Years shall not have elapsedmaintaining or preserving the Premises after the occurrence of an Event of Default, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsedpreparing the Premises for reletting to a new tenant, including repairs or alterations to the amount derived Premises for such reletting, (iv) leasing commissions, and (v) any other costs necessary or appropriate to relet the Premises; plus 5. At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by annualizing the Percentage Rent from laws of the effective date of this LeaseState where the Development is situated.

Damages. Neither Except as otherwise required by applicable law, neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. In addition, upon the occurrence of an Event of Default, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss rentals that Lessee proves could Lessor reasonably can be reasonably avoided and as reduced for rentals received expected to receive after the time of termination, repossession or and reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom, including without limitation, if such termination results in a default under or termination of the Franchise Agreement, Lessee shall be solely responsible for all damages and termination payments under the terms of the Franchise Agreement, application fees for a new franchise license, increased royalty fees and other costs arising out of such termination or out of the resulting need to apply for and enter into a substitute franchise license agreement for the Leased Property. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to then present value at a rate equal to the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%)Base Rate. Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years Year(s) during which the this Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseCommencement Date.

Damages. Neither (a) the termination of this LeaseLease pursuant to Section 16.1, (b) the repossession of the Leased Property, nor (c) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to through and including the date of such termination. Lessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee shall forthwith pay of such election. If Lessee voluntarily elects to terminate this Lease, then in addition to all remedies available to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: Lessor may recover the sum of: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest worth at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant time of this Lease; or (ii) the sum of: (A) award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, and ; (Bii) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided avoided, and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (Civ) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom, including reasonable attorney fees, court costs and reasonable out-of-pocket expenses in the enforcement of Lessor’s rights hereunder. The “worth at the time of award” of the amounts referred to in subparagraphs (i) and (ii) above is computed by allowing interest at the maximum legal rate of interest permitted in accordance with the laws of the State of New York. The worth at the time of termination, repossession or reletting award of the amount referred to in subparagraph (Biii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Without limiting Lessor’s other remedies provided herein and provided by law, Lessor may continue the Lease in effect after Lessee’s breach and abandonment and recover Rent for as it becomes due, provided that, in such event, Lessee has the purposes right to sublet or assign subject only to reasonable conditions imposed by Lessor. Accordingly, without termination of this Section 16.3 shall be a sum equal Lessee’s right to (i) the average possession of the annual amounts Leased Property, Lessor may demand and recover each installment of Rent and other sums payable by Lessee to Lessor under this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the maximum interest rate permitted in accordance with the laws of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the terminationState of New York, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. Neither None of (ai) the termination of this Master Lease, (bii) the repossession of the Leased PropertyProperty (including any Capital Improvements to any Facility), (ciii) the failure of Lessor Landlord to relet the Leased PropertyProperty or any portion thereof, nor (div) the reletting of all or any portion thereofof the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such terminationtermination of this Master Lease occurs (whether or not Landlord terminates Tenant’s right to possession of the Leased Property), Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property under this Master Lease to and including the date of such termination. Lessee Thereafter: Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for Lessee’s defaultthe occurrence of an Event of Default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iiA) the sum of: (Ai) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, andtermination to the extent not previously paid by Tenant under this Section 16.3; (Bii) the worth at the time of termination, repossession award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves was in fact avoided or reletting could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves was in fact avoided or could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; plus (Civ) any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things, things would be likely to result therefrom; provided, however, no compensation shall be due for consequential damages or diminution in value of the Land or the Buildings resulting from the Event of Default; provided, further, that Tenant shall be responsible for consequential damages resulting solely from Tenant’s holding over and remaining in all or any portion of the Leased Property following the expiration or earlier termination of the Lease (or any partial termination thereof with respect to a particular Facility) and first accruing after the date that is six (6) months following such termination. The As used in clauses (i) and (ii) above, the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%)) and reducing such amount by the portion of the unpaid Rent that Xxxxxx proves could be reasonably avoided. For purposes of determining the worth at the time of the award, Percentage Rent that would have been payable for the purposes remainder of this Section 16.3 the Term shall be a sum equal deemed to be the greater of (iy) the average of the annual amounts of same as the Percentage Rent for the three (3) Fiscal Years then current Lease Year or, if not determinable, the immediately preceding Lease Year; and (z) such other amount as Landlord shall demonstrate could reasonably have been earned (assuming Net Revenues will have not been impacted by any of the Fiscal Year in which conditions that contributed to the termination, re-entry or repossession takes place, or Event of Default). or (iiB) if three (3) Fiscal Years shall Landlord chooses not have elapsed, the average to terminate Tenant’s right to possession of the Percentage Leased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent during and other sums payable by Tenant to Landlord under this Master Lease as the preceding Fiscal Years during which same becomes due and payable, together with interest at the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent Overdue Rate from the effective date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this LeaseMaster Lease (and Landlord may at any time thereafter terminate Xxxxxx’s right to possession of the Leased Property and seek damages under subparagraph (A) hereof, to the extent not already paid for by Tenant under this subparagraph (B)).

Damages. Neither (a) the termination of this LeaseLease ------- pursuant to Section 16.1, (b) the repossession of the Leased PropertyProperty or any portion thereof, (c) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts to relet the Leased PropertyProperty or any portion thereof, nor (d) the reletting of all or any portion thereof, nor (e) the failure of Lessor to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee Tenant shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s defaultdamages, either: (A) the sum of: (i) Without the net present value at the time of award of the unpaid Rent which had been earned at the time of termination; and (ii) the net present value at the time of award of the amount of unpaid Rent for the balance of the Term without any obligation or deemed obligation on the part of Lessor to mitigate damages. In making the above determinations, the net present value at the time of the award shall be determined by the court having jurisdiction thereof using a discount rate equal to the Prime Rate, or (B) without termination of Lessee’s Tenant's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee Tenant to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Ratemaximum annual rate permitted by law from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Lessor may (iia) relet any Leased Property or any part or parts thereof, either in the sum of: (A) name of Lessor or otherwise, for a term or terms which may, at Lessor's option, be equal to, less than or exceed the unpaid Rent period which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for would otherwise have constituted the balance of the Term after the time of termination, repossession and may grant concessions or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and free rent to the extent required that Lessor considers advisable and necessary to relet the same, and (b) make such reasonable alterations, repairs and decorations in the applicable Leased Property or any portion thereof as Lessor, in its sole judgment, considers advisable and necessary for the purpose of reletting the applicable Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for failure to relet any Leased Property, or, in the event that any Leased Property is relet, for failure to collect the rent under such reletting. To the fullest extent permitted by applicable law, and (C) Tenant hereby expressly waives any other amount necessary to compensate Lessor for and all the detriment proximately caused by Lessee’s failure to perform its obligations rights of redemption granted under this Lease any present or which future laws in the ordinary course event of thingsTenant's being evicted or dispossessed, would be likely to result therefrom. The worth at or in the time event of termination, repossession or reletting Lessor's obtaining possession of the amount referred to in subparagraph (B) is computed applicable Leased Property, by discounting such amount at the discount rate reason of the Federal Reserve Bank violation by Tenant of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average any of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date covenants and conditions of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the -------- repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationthis Sublease is terminated pursuant to Subparagraph 14(b)(ii) above, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) Sublandlord shall be entitled to damages in the sum offollowing sums: (A) The worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination, repossession or reletting, and; plus (B) the The worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent for the balance of the Term rent which would have been earned after termination until the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Subtenant proves could have been reasonably avoided; plus (C) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Subtenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, avoided; and (CD) any Any other amount necessary to compensate Lessor Sublandlord for all the detriment proximately caused by Lessee’s Subtenant's failure to perform its Subtenant's obligations under this Lease Sublease, or which in the ordinary course of things, things would be likely to result therefrom. . (E) The "worth at the time of termination, repossession or reletting award" of the amount amounts referred to in subparagraph Subparagraphs (A) and (B) of this Subparagraph 14(b)(iii), is computed by allowing interest at the Permitted Rate. The "worth at the time of award" of the amounts referred to in Subparagraph (C) of this Subparagraph 14(b)(iii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank Board of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for The term "rent," as used in this Paragraph 14, shall include all sums required to be paid by Subtenant to Sublandlord pursuant to the purposes terms of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseSublease.

Damages. Neither (a) the termination of this LeaseIf a Default occurs, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, Tenant shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and remain liable for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right all Rent and damages that may be due or sustained by Landlord up to the date this Lease terminates or the date Landlord takes possession of the Leased PropertyPremises, each installment whichever occurs earlier, and the performance of Rent all other obligations of Tenant accruing under this Lease through such date (collectively "Accrued Damages"); (ii) all reasonable costs, fees and expenses (including Percentage Rent as determined belowwithout limitation reasonable brokerage commissions and reasonable attorney's fees) incurred by Landlord in pursuit of its remedies under this Lease and other sums payable by Lessee in renting the Premises to Lessor under the Lease others from time to time (all such Accrued Damages, costs, fees and expenses being referred to collectively as the same becomes due "Default Damages"); and payable(iii) Future Damages (as defined below). Future Damages shall be equal to the deficiency (the "Deficiency") between (A) the monthly Rent reserved under this Lease to the date that the Term then in effect would have originally ended, and (B) the rent, if any, that Landlord receives during the applicable month from others to whom the Premises is rented, from which Rent rent Landlord may deduct all Default Damages and other sums interest thereon remaining unpaid. Tenant shall pay the monthly Deficiency to Landlord within ten (10) days after Tenant is given written notice of the amount due. All Default Damages and Future Damages shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent Applicable Rate from the effective date of this Leasewhen the same accrues until paid in full. Landlord agrees to use reasonable efforts to mitigate Landlord's damages.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationthis Lease is terminated pursuant to Subparagraph 153.2 above, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; orLandlord shall be entitled to damages in the following sums: (ii1) the sum of: (A) worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination, repossession or reletting, and; plus (B2) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent for the balance of the Term rent which would have been earned after termination until the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves could have been reasonably avoided; plus 3) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, avoided; and (C4) any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its Tenant’s obligations under this Lease Lease, or which in the ordinary course of things, things would be likely to result therefrom. therefrom including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) expenses for altering, remodeling or otherwise improving the Premises for the purpose of re-letting, including installation of leasehold improvements (whether such installation be funded by a reduction of rent, direct payment or allowance to the succeeding lessee, or otherwise); (iii) real estate broker’s fees, free or reduced rent and/or tenant improvements for the next tenant, advertising costs and other expenses of re-letting the Premises; (iv) costs of carrying the Premises such as taxes and insurance premiums thereon, utilities and security precautions; (v) expenses in retaking possession of the Premises; (vi) attorneys’ fees and court costs; and (vii) any unamortized real estate brokerage commission paid in connection with this Lease. 5) The “worth at the time of termination, repossession or reletting award” of the amount amounts referred to in subparagraph Subparagraphs (Ba) and (b) of this Paragraph 15.B(3) is computed by allowing interest at the Permitted Rate. The “worth at the time of award” of the amounts referred to in Subparagraph (c) of this Paragraph 15.B.(3) is computed by discounting such amount at the discount rate of the Federal Reserve Bank Board of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for The term “rent” as used in this Paragraph 15 shall include all sums required to be paid by Tenant to Landlord pursuant to the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date terms of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet re-let the Leased Property, nor (d) the reletting re-letting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or relettingre-letting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (ia) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (Ai) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (Bii) the worth amount at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (Ciii) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth amount at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the greater of the Base Rent or Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the greater of the Base Rent or Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the greater of the Base Rent or Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of Lessor the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of the Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, the Lessee shall forthwith pay to the Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, the Lessee shall forthwith pay to the Lessor, at the Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: : (Ax) the all Rent that is due and unpaid Rent which had been earned at the time later to occur of termination, repossession or relettingeviction, and together with interest thereon at the Overdue Rate to the date of payment, plus (By) the worth at (calculated in the time of termination, repossession or reletting manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of the termination, repossession or reletting, eviction exceeds the amount fair market rental value of such rental loss that Lessee proves could be reasonably avoided and as reduced the Leased Property for rentals received after the time balance of terminationthe Term, repossession or reletting, if and to the extent required by applicable law, and plus (Cz) any other amount necessary to compensate the Lessor for all the detriment damage proximately caused by the Lessee’s 's failure to perform its obligations under this the Lease Obligations or which in the ordinary course of things, would be likely to result therefrom; or (ii) each payment of Rent as the same would have become due and payable if the Lessee's right of possession or other rights under this Lease had not been terminated, or if the Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent, to the extent permitted by law, shall bear interest at the Overdue Rate from the date when due until the date paid, and the Lessor may enforce, by action or otherwise, any other 66 term or covenant of this Lease. The worth There shall be credited against the Lessee's obligation under this clause (ii) amounts actually collected by the Lessor from another tenant to whom the Leased Property may have actually been leased or, if the Lessor is operating the Leased Property for its own account, the actual net cash flow of the Leased Property. In making the determinations described in subparagraph (i) above, the "worth" of unpaid Rent shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed such determination and allowed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseapplicable law.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor Landlord to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for LesseeTenant’s default, either: (ia) Without termination of LesseeTenant’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee Tenant to Lessor Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor Landlord may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (A) : the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) and the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee Tenant proves could be reasonably avoided avoided, and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (BSection 16.3(b)(ii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one (1) Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section ------- 16.1, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, or (v) the failure of Lessor to collect or receive any rentals due upon such any reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationIf this Lease is terminated by Lessor, Lessee immediately shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date Termination Date, including without limitation all interest and late charges payable under Section 3.3 hereof with respect to any late payment of such terminationRent. Lessee also shall forthwith pay to Lessor, as liquidated damages, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: : (A) The sum of: (i) Without termination of Lessee’s right to possession of the Leased PropertyLessor's Interim Rent Loss, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rateminus Net Reletting Proceeds for such period, and Lessor may enforceminus the portion of Lessor's Interim Rent Loss, if any, that Lessee proves reasonably could have been mitigated by action or otherwiseLessor, any other term or covenant of this Lease; or plus (ii) the sum of: Present Value on the Judgment Date of Lessor's Future Rent Loss, assuming the Cost of Living Index were to increase four (A4) percentage points per Lease Year from the unpaid Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the portion of Lessor's Future Rent which had been earned at the time of termination, repossession Loss that Lessee proves reasonably could be mitigated by Lessor; or reletting, and (B) Each month between the worth at Termination Date and the time Expiration Date, Lessor's Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of termination, repossession or reletting of the amount by which the unpaid Lessor's Monthly Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss Loss that Lessee proves reasonably could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and have been avoided. Any suit brought to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations recover liquidated damages payable under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph subsection (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was prejudice Lessor's right to collect liquidated damages for subsequent months in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasea similar proceeding.

Damages. Neither Tenant shall be liable for and pay all damages arising from any Event of Default. Landlord may xxx periodically for damages as they accrue without barring a later action for further damages. If this Lease or Tenant’s right of possession is terminated due to an Event of Default, such damages shall specifically include, but not be limited to: (a) the termination worth at the time of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event award of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession such termination of the Lease or reletting, andpossession; plus (Bb) the worth at the time of termination, repossession award of the amount by which the unpaid Rent which would have been earned after termination of the Lease or reletting possession until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental Rent loss that Lessee Tenant proves could be reasonably avoided and as reduced for rentals received after avoided; plus (d) the worth at the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) award of any other amount necessary to compensate Lessor for Landlord including but not limited to, all legal expenses and other related costs incurred by Landlord; the detriment proximately caused unamortized portion of any rent abatement, tenant improvement costs and leasing commission paid or incurred by Lessee’s failure Landlord related to perform its obligations under the then current Term of this Lease (amortized evenly over the then current Term with 8% interest); all costs incurred by Landlord in restoring the Premises to good order and condition, or which in remodeling, renovating or otherwise preparing the ordinary course of thingsPremises for reletting; all other costs incurred by Landlord in reletting the Premises, would be likely to result therefrom. The including, without limitation, any brokerage commissions and legal fees; and interest and late charges as herein provided. (e) the “worth at the time of termination, repossession or reletting of the amount award” referred to in subparagraph Paragraphs (Ba), (b), and (d) is above will additionally include interest at the Default Rate. The “worth at the time of award” referred to in Paragraph (c) will be computed by discounting such the amount at the discount rate of the Federal Reserve Bank of New York San Francisco in effect at the time of award plus one percent award. (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (if) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years Landlord shall not be obligated to relet the Premises to a particular tenant, or, in the event of any such reletting, for refusal or failure to collect any rent due upon such reletting; and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability. If there is other unleased space in the Building, Landlord shall have elapsed, no obligation to attempt to relet the average of Premises prior to leasing such other space in the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseBuilding.

Damages. Neither (ai) the termination of this LeaseLease pursuant to Section 16.1, (bii) the repossession of the Leased Property, ; (ciii) the failure of Lessor to relet the Leased Property, ; nor (div) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or relettingreletting (except for proceeds received on subletting). In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. Lessee shall forthwith pay If Lessor voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) recover the sum of: (Ai) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, and; (Bii) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, avoided; and (Civ) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The "worth at the time of termination, repossession or reletting award" of the amounts referred to in subparagraphs (i) and (ii) above is computed by allowing interest at the Overdue Rate. The worth at the time of award of the amount referred to in subparagraph (Biii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (ai) the termination of this Master Lease, (bii) the repossession of the Leased PropertyProperty (including any Capital Improvements to any Facility), (ciii) the failure of Lessor Landlord to relet the Leased PropertyProperty or any portion thereof, nor (div) the reletting of all or any portion thereofof the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such terminationtermination of this Master Lease occurs (whether or not Landlord terminates Tenant’s right to possession of the Leased Property), Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property under this Master Lease to and including the date of such termination. Lessee Thereafter: Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for Lessee’s defaultthe occurrence of an Event of Default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iiA) the sum of:: ACTIVE/119970514.22 (Ai) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, andtermination to the extent not previously paid by Tenant under this Section 16.3; (Bii) the worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; plus (Civ) any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeXxxxxx’s failure to perform its obligations under this Master Lease or which in the ordinary course of things, things would be likely to result therefrom. The As used in clauses (i) and (ii) above, the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Xxxxxx proves could be reasonably avoided. or (B) if Landlord chooses not to terminate Tenant’s right to possession of the Leased Property (whether or not Landlord terminates the Master Lease). Percentage , each installment of said Rent for and other sums payable by Tenant to Landlord under this Master Lease as the purposes same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Section 16.3 shall be a sum equal Master Lease (and Landlord may at any time thereafter terminate Xxxxxx’s right to (i) the average possession of the annual amounts of Leased Property and seek damages under subparagraph (A) hereof, to the Percentage Rent extent not already paid for the three by Tenant under this subparagraph (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseB)).

Damages. Neither (ai) the The termination of this Lease, Lease with respect to any one or more of the Facilities; (bii) the repossession of the Leased Property, Property and Capital Additions of any Facility; (ciii) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor Property or any portion thereof; (div) the reletting of all or any portion thereofof the Leased Property; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of If any such terminationtermination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Facility terminated to and including the date of such termination. Thereafter, following any such termination, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for an Event of Default by Lessee’s default, eitherthe sum of: (ia) Without the worth at the time of award of the unpaid Rent which had been earned at the time of termination with respect to the terminated Facility, (b) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination with respect to the terminated Facility until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided, (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, plus (d) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in clauses (a) and (b) above, the "worth at the time of award" shall be computed by allowing interest at the Overdue Rate. As used in clause (c) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus One Percent (1%). Alternatively, if Lessor does not elect to terminate this Lease with respect to any Facility, then Lessee shall pay to Lessor, at Lessor's option, as and for agreed damages for such Event of Default without termination of Lessee’s 's right to possession of the Leased PropertyProperty and any Capital Additions or any portion thereof, each installment of said Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue RateRate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: : (i1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or or (ii2) the sum of: : (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided avoided, and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 SECTION 15.3 shall be a sum equal to (i) the average of the annual amounts of the greater of the Base Rent or Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the greater of the Base Rent or Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the greater of the Base Rent or Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (ia) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (Ai) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (Bii) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (Ciii) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (BSection 16.3(b)(ii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one (1) Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this LeaseLease (which shall not include the expiration of the Term pursuant to the express provisions hereof), (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessor shall use commercially reasonable efforts to relet the Leased Property and Lessee’s obligations to Lessor under this Lease. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) rent and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent rent and other sums shall bear interest at the Overdue Raterate of 12% per annum until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years calendar years immediately preceding the Fiscal Year calendar year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years calendar years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years calendar year during which the this Lease was in effect, or (iii) if one Fiscal Year calendar year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of Lessee or the repossession of the Leased Property, (c) the failure inability after reasonable diligence of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination the sum of: (x) all Rent that is due and unpaid at later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, plus (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased Property for the balance of the Term, plus (z) any other amount necessary to compensate Lessor for all damage proximately caused by Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom and less the amount of rent that has actually been received by Lessor following the termination of this Lease from a Person other than an Affiliate of Lessor (which for purposes hereof shall include the net income received by Lessor or an Affiliate of Lessor from its own operation of the Leased Property in the event it elects to resume operation thereof in lieu of hiring a third party manager or re- letting the Leased Property, ); or (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if Lessee's right of possession or other rights under this Lease had not been terminated, or if Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against Lessee's obligation under this Clause (ii) amounts actually collected by Lessor from another tenant to whom the sum of: Leased Property may have actually been leased or, if Lessor is operating the Leased Property for its own account, the actual Cash Flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) such determination and allowed by applicable law and the worth at Additional Rent shall be deemed to be the time of termination, repossession or reletting same as the average Additional Rent of the amount by which preceding five (5) full calendar years, or if shorter, the unpaid average Additional Rent for the balance calendar years or portions thereof since the date that Additional Rent commenced to accrue or such other amount as either party shall prove reasonably could have been earned during the remainder of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseportion thereof.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%), and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the Notwithstanding termination of this LeaseLease and reentry by Landlord pursuant to section 16.1 or Section 16.2, (b) the repossession liability of tenant for Rent and other charges provided for herein shall not be extinguished for the balance of the Leased PropertyTerm, (c) the failure of Lessor and Landlord shall be entitled to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, eitherrecover from Tenant: (i) Without termination The worth at the time of Lessee’s right to possession of the Leased Property, each installment of Rent an award (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Raterate set forth in Section 16.8), and Lessor may enforce, by action or otherwise, of any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned by Landlord at the time of termination, repossession or reletting, and; plus (Bii) the The worth at the time of terminationan award (including interest at the rate set forth in Section 16.8), repossession or reletting of the amount by which unpaid Rent which would have been earned after termination until the time of an award exceeds the amount of loss of Rent that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of an award of the amount by which the unpaid Rent for the balance of the Term after the time term of this Lease (as extended, if at all prior to termination, repossession or reletting, ) exceeds the amount of such rental loss of Rent that Lessee Tenant proves could be have been reasonably avoided and as reduced for rentals received after (including interest at the time rate set forth in Section 16.8 from the date of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefromaward until paid). The Such worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is award shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at San Francisco, or successor Federal Reserve Bank, on the time date of award plus one percent (1%)termination. Percentage Rent for For the purposes of this Section 16.3 calculation only, the last Lease Years' Rent shall be a sum equal deemed to be constant for each Lease Year thereafter; plus (iiv) Any other amount necessary to compensate Landlord for all the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived damage proximately caused by annualizing the Percentage Rent from the effective date of Tenant's failure to perform Tenant's obligations under this Lease, including amounts due and payable pursuant to Section 16.3.

Damages. Neither None of (a) the termination of this LeaseLease (either in whole or in respect of any Individual Leased Property or Properties), (b) the repossession of the Leased PropertyProperty (either in whole or in respect of any Individual Leased Property or Properties), (c) the failure of Lessor to relet all or any portion of the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (ia) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (A1) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B2) the worth (computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus 1%) at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C3) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. (a) Neither (ai) the termination of this Master Lease, (bii) the repossession of the Leased Property, (ciii) the failure of Lessor to relet the Leased Property, nor (div) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. . (b) Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Master Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Master Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and; (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, ; and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Master Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if 45 three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Master Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Master Lease.

Damages. Neither If this Lease is terminated by Landlord pursuant to Section 20.2.(c), Tenant nevertheless shall remain liable for (a) the termination of this Leaseany Annual Basic Rent, Additional Rent, and damages which may be due or sustained prior to such termination, and (b) all reasonable costs, fees and expenses including, but not limited to, attorneys' fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the repossession Premises to others from time to time. In addition, Landlord may recover from Tenant additional damages to compensate Landlord for loss of rent resulting from termination of the Leased PropertyLease, (c) which, at the failure election of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereofLandlord, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, be either: (i) Without An amount equal to the rent which, but for termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease, would have become due during the remainder of the Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case such damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following termination of the Lease and continuing until the date on which the Term would have expired but for such termination; any suit or action brought to collect any such damages for any month shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent month by a similar proceeding; or (ii) an amount equal to the present worth (as of the date of such termination) of rent which, but for termination of this Lease, would have become due during the remainder of the Term, in which case such damages shall be payable to Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand and shall bear interest at the time Default Rate until paid. For purposes of terminationthis clause (ii), repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could "present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank nearest to the location of New York the Property. Notwithstanding anything to the contrary contained in this paragraph, Landlord agrees to limit its right to accelerate and collect the present worth of Annual Basic Rent due, to successive eighteen (18) month periods following the date of the Default until the Lease Termination Date. Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease pursuant to Section 20.2. If this Lease is terminated pursuant to Section 20.2., Landlord may re-lease the Premises or any part thereof, alone or together with other premises, for such term(s) (which may be greater or less than the period which otherwise would have constituted the balance of the Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine. The failure or refusal of Landlord to re-lease the Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove and obtain in proceedings for the termination of this Lease by reason of bankruptcy or insolvency, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of award plus one percent (1%)the loss or damages referred to above. Percentage Rent for Notwithstanding anything to the purposes of contrary in this Section 16.3 20.3, Landlord shall use reasonable efforts to re-lease the Premises, provided that Landlord shall not be a sum equal required to (i) use methods or procedures other than its usual methods and procedures for finding tenants for comparable space in the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or Building; (ii) if three (3) Fiscal Years shall not have elapsedlease the Premises in preference to any other space in the Building available for lease, the average regardless of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or when such other space became available for lease; (iii) if one Fiscal Year has lease the Premises at rents lower than the rate at which Landlord would otherwise offer such space to a third party; (iv) to make improvements to the Premises at Landlord's expense; and (v) lease the Premises for any purpose or use other than that specifically permitted by this Lease. Landlord shall not elapsedbe liable to Tenant for Landlord's failure to re-lease the Premises despite the exercise of reasonable efforts pursuant to this paragraph, and no such re-leasing shall relieve Tenant of its obligations under the amount derived by annualizing the Percentage Rent from the effective date terms of this Lease, including, without limitation, the payment of rent as set forth herein.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section SECTION 16.3 shall be a sum equal to (i) the average of the annual amounts of the greater of the Base Rent or Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the greater of the Base Rent or Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the greater of the Base Rent or Percentage Rent from the effective date of this Lease.

Damages. Neither (ai) the The termination of this Lease, ; (bii) the repossession of the Leased Property, Property and any Capital Addition thereto; (ciii) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor ; (div) the reletting of all or any portion thereofof the Leased Property; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of If any such terminationtermination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Thereafter: Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for an Event of Default by Lessee’s default, either: (A) The sum of: (i) Without the worth at the time of award of the unpaid Rent which had been earned at the time of termination, (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided, (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, plus (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in clauses (i) and (ii) above, the "worth at the time of award" shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus two percent (2%). For purposes of determining the worth at the time of the award, Additional Rent that would have been payable for the remainder of the Term shall be deemed to be the greater of (y) the same as the Additional Rent for the then current Lease Year or, if not determinable, the immediately preceding Lease Year; and (z) such other amount as Lessor shall demonstrate could reasonably have been earned. or (B) alternatively, if Lessor does not elect to terminate this Lease, then: without termination of Lessee’s 's right to possession of the Leased Property, each installment of said Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue RateRate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (ai) the termination of this Master Lease, (bii) the repossession of the Leased Property, (ciii) the failure of Lessor Landlord to relet the Leased PropertyProperty or any portion thereof, nor (div) the reletting of all or any portion thereofof the Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Lease except if, and to the event of extent, required under applicable law. If any such terminationtermination of this Master Lease occurs (whether or not Landlord terminates Tenant’s right to possession of the Property), Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property under this Master Lease, to and including the date of such termination. Lessee Thereafter Tenant shall forthwith pay to LessorLandlord, at LessorXxxxxxxx’s option, as and for liquidated and agreed upon current damages for Lessee’s defaultthe occurrence of an Event of Default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) 13.3.1. the sum of: (A) 13.3.1.1. the worth at the time of award of the unpaid Base Rent which had been earned at the time of termination, repossession or reletting, andtermination to the extent not previously paid by Tenant under this Section 13.3; plus (B) 13.3.1.2. the worth at the time of termination, repossession or reletting award of the amount by of unpaid Base Rent which would have been earned after termination until the time of award; plus 13.3.1.3. the worth at the time of award of the amount of the unpaid Base Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andaward; plus (C) 13.3.1.4. any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things, would be likely to business might result therefrom, including all unpaid Additional Charges at the time of termination and all Additional Charges which might have accrued for the balance of the Term, and all reasonable costs and expenses of reletting the Property, including, but not limited to, all brokerage, advertising, repairs and other similar expenses reasonably necessary to secure new tenants for the Property. The As used in the foregoing clauses (i), (ii) and (iii), the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate from the date when due to the date paid. As used in Section 13.3(a)(iii), repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%); or 13.3.2. Percentage regardless of whether Xxxxxxxx chooses to terminate Tenant’s right to possession of the Property (whether or not Landlord terminates the Master Lease), each installment of said Rent for and other sums payable by Tenant to Landlord under this Master Lease as the purposes same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Section 16.3 shall be a sum equal Master Lease and Landlord may at any time thereafter terminate Xxxxxx’s right to (i) the average possession of the annual amounts of Property and seek damages under subparagraph (a) hereof, to the Percentage Rent extent not already paid for the three by Tenant under this subparagraph (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseb).

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay Landlord elects to Lessor all Rent due terminate this Lease and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of LesseeTenant’s right to possession in accordance with §8.11.1(b), or the same are terminated by operation of law due to an Event of Default, Landlord may recover as damages from Tenant the following: The worth at the time of award of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which unpaid Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent due hereunder which had been earned at the time of termination, repossession or reletting, and (B) termination of the Lease; The worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent and other sums due hereunder which would have been earned after the date of termination of this Lease until the time of award exceeds the amount of such loss of Rent and other sums due that Tenant proves could have been reasonably avoided; The worth at the time of the award of the amount by which the unpaid Rent and other sums due hereunder for the balance of the Term term after the time of termination, repossession or reletting, award exceeds the amount of the loss of such rental loss Rent and other sums that Lessee Tenant proves could be reasonably avoided avoided; Any other amount, including but not limited to reasonable attorneys’ fees and as reduced court costs, leasing commissions and all costs and expenses incurred by Landlord in reletting the Leased Property or preparing, altering or remodeling the Leased Property for rentals received after the time of termination, repossession or such reletting, if and to the extent required by applicable law, and (C) . Landlord shall also recover any other amount which is necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Lease act of default or which in the ordinary course of things, things would be likely to result therefrom; and At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. The “worth at the time of terminationaward” of the amounts referred to in §8.11.2(a) and (b) above, repossession or reletting is computed by allowing interest at the maximum legal rate of interest. The “worth at the time of award” of the amount referred to in subparagraph (B§8.11.2(c) above, is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee Tenant shall forthwith pay to Lessor all the Landlord the Rent due and payable with respect up to the Leased Property to and including the date of such termination. Lessee shall forthwith Tenant at the election of the Landlord (which election may be made or changed at any time or from time to time), either (a) pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s defaultso much of the unexpired term as is covered thereby, either:and at the same time and in the same installments as are specified in the Lease, sums equal to the excess to the Rent over the net sums actually received by the Landlord for the period to which the Rent relates, or (b) pay as liquidated damages for the the then unexpired Term, the difference between (i1) Without the aggregate Rent which would have been payable under this Lease by Tenant from the date of such termination of Lessee’s right to possession until the Stated Expiration Date, less (2) the fair and reasonable rental value of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as Premises for the same becomes due and payableperiod all of Landlords reasonable estimate of expenses to be incurred in connection with reletting the Premises, which Rent and other sums shall bear interest at the Overdue Rateincluding, without limitation, all repossession costs, brokerage commissions, legal expenses, reasonable attorneys' fees, alteration costs, and Lessor may enforceexpenses of preparation for such reletting, by action or otherwise(c), any other term or covenant indemnify the Landlord against loss of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of terminationsuch termination or from the time to which installments of liquidated damages shall have been paid during the residue of the Term - each of the foregoing alternatives being separable. If the Premises or any part thereof are relet by the Landlord before presentation of proof of such liquidated damages to any court, repossession commission or tribunal, the amount of rent reserved upon such reletting shall be, prima facie, the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting. In lieu of any other damages and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 22.05 Landlord may by notice to Tenant, and (B) at any time after this Lease is terminated under any of the worth provisions contained in Section 22.01 or is otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the aggregate of the Basic Rent and Additional Rent accrued in the 18 months ended next prior to such termination plus the amount of Rent of any kind accrued and unpaid at the time of termination, repossession or reletting of termination and less the amount of any recovery by which Landlord under the unpaid Rent for the balance foregoing provisions of the Term after this Section 22.05 up to the time of election by Landlord. Nothing herein contained shall limit or prejudice the right of the Landlord to prove and obtain as liquidated damages by reason of such termination, repossession an amount equal to the maximum allowed by any statute or relettingrule of law in effect at the time when, exceeds and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount difference referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseabove.

Damages. Neither None of (a) the termination of this LeaseLease after the occurrence of an Event of Default pursuant to Section 16.1 or otherwise, (b) the repossession of the Leased PropertyProperties, (c) the failure of Lessor to relet the Leased PropertyProperties, nor (d) the reletting of all or any portion thereof, or (v) the failure of Lessor to collect or receive any rentals due upon such any reletting, shall relieve Lessee of its liability and obligations hereunderunder this Lease, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationIf this Lease is terminated by Lessor, Lessee Xxxxxx immediately shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Properties to and including the date Termination Date, including without limitation all interest and late charges payable under Section 3.3 of this Lease with respect to any late payment of such terminationRent. Lessee also shall forthwith pay to Lessor, as liquidated damages, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (A) The sum of: (i) Without termination of LesseeLessor’s right to possession of Interim Rent Loss, minus Net Reletting Proceeds for the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under period from the Lease as Termination Date through the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue RateJudgment Date, and Lessor may enforceminus the portion of Lessor’s Interim Rent Loss, if any, that Lessee proves reasonably could have been mitigated by action or otherwiseLessor, any other term or covenant of this Lease; orplus (ii) the sum of: Present Value on the Judgment Date of Lessor’s Future Rent Loss, assuming the Cost of Living Index were to increase one and one quarter (A1.25) percentage points per Lease Year from the unpaid Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the portion of Lessor’s Future Rent which had been earned at the time of termination, repossession or reletting, andLoss that Lessee proves reasonably could be mitigated by Lessor; or (B) Each month between the worth at Termination Date and the time Expiration Date, Lessor’s Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of termination, repossession or reletting of the amount by which the unpaid Xxxxxx’s Monthly Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss Loss that Lessee proves reasonably could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and have been avoided. Any suit brought to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations recover liquidated damages payable under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph subsection (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was prejudice Lessor’s right to collect liquidated damages for subsequent months in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasea similar proceeding.

Damages. Neither Agency may terminate this Lease at any time after the occurrence (aand during the continuation) of an Event of a Default by giving written notice of such termination. Termination of this Lease shall thereafter occur on the date set forth in such notice. Acts of maintenance or preservation, and any appointment of a receiver upon Agency’s initiative to protect its interest hereunder shall not in any such instance constitute a termination of Tenant’s right to possession. No act by Agency other than giving notice of termination to Tenant in writing shall terminate this Lease. On termination of this Lease, (b) Agency shall have the repossession of right to recover from Tenant all sums allowed under California Civil Code Section 1951.2, including, without limitation, the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, eitherfollowing: (i) Without termination of Lessee’s right to possession The worth at the time of the Leased Property, each installment award of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, andtermination of this Lease; (Bii) the The worth at the time of termination, repossession or reletting the award of the amount by which the unpaid Rent which would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the loss of Rent that Tenant proves could have been reasonably avoided; (iii) The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental the loss of Rent that Lessee Tenant proves could be have been reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; (Civ) any Any other amount necessary to compensate Lessor Agency for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease the default of Tenant, or which in the ordinary course of things, things would be likely to result therefrom. ; and (v) “The worth at the time of terminationthe award”, repossession or reletting as used in Section 18.3(a)(i) and (ii) shall be computed by allowing interest at a rate per annum equal to the Default Rate. “The worth at the time of the amount referred to award”, as used in subparagraph (B) is Section 18.3(a)(iii), shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award the award, plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of Lessor the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of the Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, the Lessee shall forthwith pay to the Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, the Lessee shall forthwith pay to the Lessor, at the Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination the sum of: (x) all Rent that is due and unpaid at the later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, plus (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased PropertyProperty for the balance of the Term, plus (z) any other amount necessary to compensate the Lessor for all damage proximately caused by the Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom; or (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if the Lessee's right of possession or other rights under this Lease had not been terminated, or if the Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and the Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against the Lessee's obligation under this Clause (ii) amounts actually collected by the sum of: Lessor from another tenant to whom the Leased Property may have actually been leased or, if the Lessor is operating the Leased Property for its own account, the actual net cash flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided determination and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required allowed by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (aNone of(a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of Lessee or the repossession of the Leased Property, (c) the failure inability after reasonable diligence of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination the sum of: (x) all Rent that is due and unpaid at later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, plus (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased Property for the balance of the Term, plus (z) any other amount necessary to compensate Lessor for all damage proximately caused by Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom and less the amount of rent that has actually been received by Lessor following the termination of this Lease from a Person other than an Affiliate of Lessor (which for purposes hereof shall include the net income received by Lessor or an Affiliate of Lessor from its own operation of the Leased Property in the event it elects to resume operation thereof in lieu of hiring a third party manager or re-letting the Leased Property, ); or (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if Lessee's right of possession or other rights under this Lease had not been terminated, or if Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against Lessee's obligation under this Clause (ii) amounts actually collected by Lessor from another tenant to whom the sum of: Leased Property may have actually been leased or, if Lessor is operating the Leased Property for its own account, the actual Cash Flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) such determination and allowed by applicable law and the worth at Additional Rent shall be deemed to be the time of termination, repossession or reletting same as the average Additional Rent of the amount by which preceding five (5) full calendar years, or if shorter, the unpaid average Additional Rent for the balance calendar years or portions thereof since the date that Additional Rent commenced 104 to accrue or such other amount as either party shall prove reasonably could have been earned during the remainder of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseportion thereof.

Damages. Neither (a) the termination of this Lease, (b) the ------- repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or; (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent , and (C) any other amount necessary to compensate Lessor for all the purposes detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of this Section 16.3 shall things, would be a sum equal likely to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseresult therefrom.

Damages. Neither (a) Lessor may recover from Lessee all costs and expenses Lessor incurs as a direct or indirect consequence of Lessee's breach, including the termination cost of storing and selling Lessee's property, reletting the Premises, and bringing suit against Lessee for possession or damages. If Lessor made or paid for any improvements to the Premises, or granted Lessee any improvement allowance or credit against rent for Lessee's improvements, then Lessor shall also be entitled to recover the unamortized portion of the cost of such improvements or the amount of such allowance or credit, determined by multiplying the total amount of such cost or allowance or credit by a fraction, the denominator of which is the total number of months of the initial lease term and the numerator of which is the number of months of the term remaining at the time of Lessee's default. Also, if the Lease provides for any month during which no rent or a reduced rent is payable, or for any other rent concession to Lessee, then, upon default, Lessee shall become liable for the full amount of the monthly base rent, plus applicable taxes, for such months, and Lessor shall be entitles to recover as additional rent the amount that would have payable by Lessee for such months if the monthly base rent provided for had been payable throughout the entire term of the Lease. Unless Lessor terminates the Lease, Lessee will also remain liable for any difference between the rent and other charges called for by the Lease and the rent and other charges collected by Lessor from any new tenant. For any month in which or collects less from a successor tenant than is payable under this Lease, (b) Lessor may demand that Lessee immediately make up the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Ratedifference, and Lessor may enforcebring suit against Lessee if Lessee fails to do so. If Lessor does terminate the Lease, by action or otherwisethen Lessee will no longer be liable on a continuing monthly basis for the rent and other charges that would have become due under the Lease thereafter, any other term or covenant of this Lease; or (ii) hut Lessee will remain liable for all sums accrued under the sum of: (A) Lease to the unpaid Rent which had been earned at the time date of termination, repossession or relettingas well as for all costs and expenses incurred by Lessor, and (B) and any other damages sustained by Lessor, as a consequence of Lessee's breach. Also, Lessor may recover from Lessee the worth difference between the present value at the time date of termination, repossession or reletting termination of the amount by which rent payable under law or in equity for breach of contract, damages or other appropriate relief. The rights and remedies described herein are cumulative, not exclusive, and Lessor's exercise of any one right or remedy will not preclude the unpaid Rent for the balance simultaneous or subsequent exercise of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease right or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseremedy.

Damages. Neither If this Lease is terminated by Landlord pursuant to Section 20.2.(c), Tenant nevertheless shall remain liable for (a) the termination of this Leaseany Annual Basic Rent, Additional Rent, and damages which may be due or sustained prior to such termination, and (b) all reasonable costs, fees and expenses including, but not limited to, reasonable attorneys' fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the repossession premises to others from time to time. In addition, Landlord may recover from Tenant additional damages to compensate Landlord for loss of rent resulting from termination of the Leased PropertyLease, (c) which, at the failure election of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereofLandlord, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, be either: (i) Without An amount equal to the rent which, but for termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease, would have become due during the remainder of the Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented(other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case such damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following termination of the Lease and continuing until the date on which the Term would have expired but for such termination; and suit or action brought to collect any such damages for any month shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent month by a similar proceeding; or (ii) an amount equal to the present worth (as of the date of such termination) of rent which, but for termination of this Lease, would have become due during the remainder of the Term, in which case such damages shall be payable to Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand and shall bear interest at the time Default Rate until paid. For purposes of terminationthis clause (ii), repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could "present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank of New York at nearest to the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average location of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseProperty.

Damages. Neither (a) the termination of this Lease, (b) the ------- repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or; (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph (B16.3(2)(B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent , and (C) any other amount necessary to compensate Lessor for all the purposes detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of this Section 16.3 shall things, would be a sum equal likely to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseresult therefrom.

Damages. Neither (a) the Upon termination of this Leaselease in any manner above provided, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession by summary proceedings or reletting. In the event of any such terminationotherwise, Lessee shall forthwith pay to Lessor all Rent due forthwith without demand or notice the sum of the following: a. All rent, additional rent and payable with respect other payments accrued to the Leased Property to and including the date of such termination. termination and a proportionate part of the rent otherwise payable payable for the month in which such termination occurs. b. The costs of making all repairs, alterations and improvements required to be made by Lessor hereunder, and of performing all covenants of Lessee shall forthwith pay relating to Lessorthe condition of the premises during the term and upon expiration or sooner termination of this lease, at Lessor’s optionsuch costs to be deemed prima facie to be the costs estimated by a reputable architect or contractor selected by Lessor or the amounts actually expended or incurred thereafter by Xxxxxx. c. The attorneys' fees and other costs detailed in paragraph 19 (Court Action, Attorneys' Fees and Costs). d. An amount equal to liquidation damages or indemnity payments whichever is larger, determined and payable as and for liquidated and agreed current damages for Lessee’s default, eitherset forth below: (i1) Without Liquidation damages means an amount equal to the excess of the rent, additional rent and other payments reserved in this lease for the portion of the term remaining after termination of Lessee’s right the lease (Hereinafter referred to as the unexpired term) over the then fair and reasonable rental value of the premises for such period of the term. (2) Indemnity payments means all the rent, additional rent and other payments reserved under this lease which would have become due and owing thereunder from time to time during the unexpired term, less, to the extent not previously deducted or credited, the rent, additional rent and other payments actually collected and allocable to the premises or to the portions thereof relet by Lessor, and plus, to the extent not previously charged, the costs and expenses, including but not limited to reasonable attorneys’ and brokers’ fees and expenses, paid or incurred by Lessor in connection with: (a) Obtaining possession of the Leased Propertypremises. (b) Removal and storage of Lessee's or other occupant's property. (c) Care, each installment maintenance and repair of Rent the premises while vacant, (including Percentage Rent d) Reletting the whole or any part of the premises (which reletting may be for a period or periods of time less than the unexpired term hereof or extending beyond the term hereof.) (e) Repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the premises, either separately or as determined belowpart of larger premises, into condition acceptable to, and reasonably necessary to obtain new tenants, Such costs and expenses shall be deemed prima facie to be the amounts therefor invoiced to Lessor or actually expended or incurred therefor by Xxxxxx. Lessee shall, without prior demand or notice, make indemnity payments monthly on arrears with respect to such portion thereof as includes rent (as distinguished from additional rent and other payments) and upon the respective dates provided therefor in the lease with, respect to additional rent and other sums payable by Lessee to payments, Lessor under may sue for all such indemnity payments as they accrue without waiting until the Lease date fixed in the lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by expiration date thereof. Any action or otherwiseproceeding to recover liquidated damages shall not be a waiver of Lessor's right to recover indemnity payments and vice versa, but in any other term action or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and proceeding to recover indemnity payments to the extent required by applicable lawthat they include rent (as distinguished from additional rent and other payments), and brought contemporaneously With or after an action or proceeding to recover liquidated damages which has not been discontinued, there shall be deducted from the claim for indemnity payments (Cto the extent not previously deducted or credited) any other amount necessary to compensate Lessor for all such portion of the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which liquidated damages as is in the ordinary course of things, would be likely same proportion to result therefrom. The worth at such liquidated damages as the time of termination, repossession or reletting portion of the amount referred unexpired term from which monthly indemnity payments have accrued bears to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseunexpired term.

Damages. Neither a. If the Lease Agreement is terminated by SEPTA pursuant to § 15.2 hereof, Tenant nevertheless shall remain liable for (a1) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor any Rental and damages that may be due or sustained prior to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession all reasonable costs, fees and expenses including, but not limited to, reasonable attorneys' fees, costs and expenses incurred by SEPTA in pursuit of its remedies hereunder, or reletting. In in renting the event Premises to others from time to time (all such Rental, damages, costs, fees and expenses being referred to herein as "Termination Damages"), and (2) additional damages ("Liquidated Damages"), that at the election of SEPTA shall be either: i. an amount equal to the Rental that, but for termination of the Lease Agreement, would have become due during the remainder of the term, less the amount of Rental, if any, that SEPTA shall receive during such period from others to whom the Premises may be rented (other than any Additional Rental received by SEPTA as a result of any failure of such other person to perform any of its obligations to SEPTA), in which case such Liquidated Damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following termination of the Lease Agreement and continuing until the date on which the Term would have expired but for such termination, Lessee and any suit or action brought to collect any such Liquidated Damages for any month shall forthwith pay not in any manner prejudice the right of SEPTA to Lessor all Rent due and payable with respect collect any Liquidated Damages for any subsequent month by a similar proceeding; or ii. an amount equal to the Leased Property to and including present worth (as of the date of such termination. Lessee shall forthwith pay to Lessor) of Rental that, at Lessor’s option, as and but for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession the Lease Agreement, would have become due during the remainder of the Leased Propertyterm, each installment of Rent (including Percentage Rent as determined below) in which case such Liquidated Damages shall be payable to SEPTA in one lump sum on demand and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant Default Rate until paid. For purposes of this Lease; or subsection (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination), repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could "present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank nearest to the location of New York the Premises. iii. If the Lease Agreement is terminated pursuant to § 15.2 hereof, SEPTA may relet the Premises or any part thereof alone or together with other premises, for such term or terms that may be greater or less than the period that otherwise would have constituted the balance of the Initial Term or Optional Term and on such terms and conditions which may include concessions or free rent and alterations of the Premises as SEPTA, in its sole discretion, may determine, but SEPTA shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by SEPTA to relet the Premises or any failure by SEPTA to collect any rental due upon such reletting. iv. Nothing contained in the Lease Agreement shall limit or prejudice the right of SEPTA to prove for and obtain, in proceedings for the termination of the Lease Agreement by reason of bankruptcy or insolvency, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of award plus one percent (1%)the loss or damages referred to above. Percentage Rent The failure or refusal of SEPTA to relet the Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. b. If SEPTA elects not to terminate the Lease Agreement pursuant to § 15.2 hereof, SEPTA may nevertheless declare due and owing immediately all Rental and damages that may then be outstanding, or reasonable costs, fees and expenses, including, but not limited to, reasonable attorneys’ fees, costs and expenses incurred by SEPTA in pursuit of its remedies hereunder, and further may declare immediately due and payable all Rental and Additional Rental that may be due for the purposes of this Section 16.3 shall be a sum equal to (i) the average remainder of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the terminationTerm, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseincluding any then exercised renewal terms.

Damages. Neither Upon any Event of Default, Tenant shall remain liable to Landlord for the following amounts: (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event Rent of any such termination, Lessee shall forthwith pay to Lessor all Rent kind whatsoever which may have become due and payable with respect to the Leased Property period in the Term which has already expired; (b) any rental abatements or other free-rent concessions extended to and including Tenant under the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: Lease; (ic) Without termination of Lessee’s right to possession all Rent which becomes due during the remainder of the Leased PropertyTerm; (d) all costs, each installment of Rent (fees and expenses incurred by Landlord in leasing the Premises to others from time to time, including Percentage Rent as determined below) but not limited to leasing commissions, construction and other sums payable build-out costs, design and permitting costs and the like; and (e) all costs, fees and expenses incurred by Lessee Landlord in pursuit of its remedies hereunder, including but not limited to Lessor under the Lease as the same becomes attorneys’ fees and court costs. All such amounts shall be due and payable, which Rent payable immediately upon demand by Landlord and other sums shall bear interest at 18% per annum until paid. Furthermore, at Landlord’s option, Tenant shall be obligated to pay, in lieu of item (c) above in this §14.04, an amount (the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant “Substitute Amount”) which is equal to the present value of this Lease; or (ii) the sum of: (A) the unpaid all Rent which had been earned at would become due during the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting remainder of the amount by Term, including all additional rent which the unpaid Rent for the balance shall be deemed to continue and increase over such remainder of the Term after at the time average rate of terminationincrease occurring over the then-expired portion of the Term, repossession or relettingwith such present value to be determined by discounting at an annual rate of interest which is equal to the bond-equivalent yield for the most recent auction of U.S. Treasury Bills with a 1 -year maturity. Provided that the Substitute Amount is actually paid in full to Landlord and the Premises are surrendered by Tenant, exceeds Landlord shall affirmatively list the Premises with its broker as available for lease (to the extent Landlord’s contract with such broker does not already apply to all vacant space at the Building), and Tenant shall receive a reduction and reimbursement of all such amounts which is equal to the amount of any rent actually received from others to whom the Premises may be rented during the remainder of the original Term. Tenant and Landlord acknowledge and agree that payment to Landlord of the foregoing Substitute Amount, together with the corresponding reduction by reimbursement to Tenant of any rent paid by substitute tenants, are a reasonable forecast of the actual damages which will be suffered by Landlord in case of an Event of Default by Tenant, which actual damages are otherwise difficult or impossible to ascertain, and therefore such rental loss that Lessee proves could be reasonably avoided payment and as reduced for rentals received after the time of termination, repossession reimbursement together constitute liquidated damages and not a penalty. Any suit or reletting, if and action brought by Landlord to the extent required by applicable law, and (C) collect any such liquidated damages shall not in any manner prejudice any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease rights or which in the ordinary course remedies of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseLandlord hereunder.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or; (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph (B16.3(2)(B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent , and (C) any other amount necessary to compensate Lessor for all the purposes detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of this Section 16.3 shall things, would be a sum equal likely to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseresult therefrom.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of Lessee or the repossession of the Leased Property, (c) the failure inability after reasonable diligence of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination the sum of: (x) all Rent that is due and unpaid at later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, plus (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased Property for the balance of the Term, plus (z) any other amount necessary to compensate Lessor for all damage proximately caused by Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom and less the amount of rent that has actually been received by Lessor following the termination of this Lease from a Person other than an Affiliate of Lessor (which for purposes hereof shall include the net income received by Lessor or an Affiliate of Lessor from its own operation of the Leased Property in the event it elects to resume operation thereof in lieu of hiring a third party manager or re-letting the Leased Property, ); or (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if Lessee's right of possession or other rights under this Lease had not been terminated, or if Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against Lessee's obligation under this Clause (ii) amounts actually collected by Lessor from another tenant to whom the sum of: Leased Property may have actually been leased or, if Lessor is operating the Leased Property for its own account, the actual Cash Flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) such determination and allowed by applicable law and the worth at Additional Rent shall be deemed to be the time of termination, repossession or reletting same as the average Additional Rent of the amount by which preceding five (5) full calendar years, or if shorter, the unpaid average Additional Rent for the balance calendar years or portions thereof since the date that Additional Rent commenced to accrue or such other amount as either party shall prove reasonably could have been earned during the remainder of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseportion thereof.

Damages. Neither (a) If this Lease is terminated by the termination of this LeaseLandlord pursuant to subsection 17.2, (b) the repossession of the Leased Property, (c) the failure of Lessor Tenant nevertheless shall remain liable for any Rent and damages which may be due or sustained prior to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession as well as all reasonable costs, fees and expenses, including, without limitation, sheriffs' or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect other officers' commissions whether chargeable to the Leased Property Landlord or the Tenant, watchmen's wages, brokers' and attorneys' fees, and repair and renovation costs incurred by the Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of the Tenant, and/or in connection with renting the Premises to others from time to time (all such Rent, damages, costs, fees and including expenses being referred to herein as "Termination Damages"). At the date election of such termination. Lessee the Landlord, Termination Damages shall forthwith pay be an amount equal to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without rented (other than any additional rent received by the Landlord as a result of any failure of such other person to perform any of its obligations to the Landlord), in which case Termination Damages shall be computed and payable in monthly installments, in advance, on the first business day of each calendar month following the termination of Lessee’s this Lease and shall continue until the date on which the Term would have expired but for such termination, and any action or suit brought to collect any such Termination Damages for any month shall not in any manner prejudice the right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable Landlord to collect any Termination Damages for any subsequent months by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Leasesimilar proceeding; or (ii) the present worth (as of the date of such termination) of the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the fair rental value of the Premises, as determined by an independent real estate appraiser or broker selected by the Landlord, in which case such Termination Damages shall be payable to the Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand, and shall bear interest at the time rate of termination, repossession or reletting, and fifteen percent (B15%) per annum from the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount date of such rental loss that Lessee proves could default. "Present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseRichmond.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in this subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent , and (C) any other amount necessary to compensate Lessor for all the purposes detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of this Section 16.3 shall things, would be a sum equal likely to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseresult therefrom.

Damages. Neither (a) If this Lease is terminated by the Landlord pursuant to subsection 17.2, the Tenant nevertheless shall remain liable for any Rent and damages which may be due or sustained prior to such termination, as well as all reasonable costs, fees and expenses, including, without limitation, sheriffs' or other officers' commissions whether chargeable to the Landlord or the Tenant, watchmen's wages, brokers' and attorneys' fees, and repair and renovation costs incurred by the Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of the Tenant, and/or in connection with renting the Premises to others from time to time (all such Rent, damages, costs, fees and expenses being referred to herein as "Termination Damages"), plus additional damages for all Rent treated as in arrears ("Liquidated Damages"); provided, however, that Landlord shall use its good faith efforts to relet all or any portion of the Premises in order to mitigate Tenant's damages. At the election of the Landlord, Termination Damages shall be an amount equal to either: (i) the Rent which, but for the termination of this Lease, (b) would have become due during the repossession remainder of the Leased PropertyTerm, less the amount or amounts of rent, if any, which the Landlord receives during such period from others to whom the Premises may be rented (c) other than any additional rent received by the Landlord as a result of any failure of Lessor such other person to relet the Leased Property, nor (d) the reletting of all or perform any portion thereof, shall relieve Lessee of its liability obligations to the Landlord), in which case Termination Damages shall be computed and obligations hereunderpayable in monthly installments, all in advance, on the first business day of each calendar month following the termination of this Lease and shall continue until the date on which shall survive any the Term would have expired but for such termination, repossession and any action or reletting. In the event of suit brought to collect any such termination, Lessee Termination Damages for any month shall forthwith pay to Lessor all Rent due and payable with respect to not in any manner prejudice the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable Landlord to collect any Termination Damages for any subsequent months by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Leasesimilar proceeding; or (ii) the present worth (as of the date of such termination) of the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the fair rental value of the Premises, as determined by an independent real estate appraiser or broker selected by the Landlord, in which case such Termination Damages shall be payable to the Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand, and shall bear interest at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could Interest Rate. "Present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank of New York at Richmond. (b) Notwithstanding anything to the time of award plus one percent (1%). Percentage Rent for contrary set forth in this subsection 17.3, in the purposes of this Section 16.3 shall be a sum equal to event (i) the average Landlord must initiate legal action to enforce any one or more of the annual amounts provisions of this Lease against the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the terminationTenant, re-entry its successors or repossession takes placeassigns, or (ii) if three the Landlord must consult with and/or engage an attorney(s) in order (3A) Fiscal Years shall not have elapsed, the average to enforce any one or more of the Percentage Rent during provisions of this Lease against the preceding Fiscal Years during which the Lease was in effectTenant, its successors or assigns, or (iiiB) if one Fiscal Year has in connection with any bankruptcy proceeding of the Tenant, whether or not elapsed, such consultation and/or engagement results in the amount derived by annualizing the Percentage Rent from the effective date initiation of any judicial action or termination of this Lease, then and in any of such events, the Tenant, its successors and assigns, undertakes and agrees to pay any and all reasonable costs incurred by the Landlord in connection therewith, including, by way of illustration and not of limitation, all reasonable attorneys' fees (inclusive of consultation fees, research costs and correspondence fees), court costs (if awarded post- judgment) and any similar professional fees or costs associated therewith.

Damages. Neither If this Lease is terminated by Landlord pursuant to subsection 20.2.(c), Tenant nevertheless shall remain liable for (a) the termination of this Leaseany Annual Basic Rent, Additional Rent, and damages which may be due or sustained prior to such termination, and (b) all reasonable costs, fees and expenses including, but not limited to, attorneys' fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the repossession Premises to others from time to time. In addition, Landlord may recover from Tenant additional damages to compensate Landlord for loss of rent resulting from termination of the Leased PropertyLease, (c) which, at the failure election of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereofLandlord, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, be either: (i) Without An amount equal to the rent which, but for termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease, would have become due during the remainder of the Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case such damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following termination of the Lease and continuing until the date on which the Term would have expired but for such termination; any suit or action brought to collect any such damages for any month shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent month by a similar proceeding; or (ii) an amount equal to the present worth (as of the date of such termination) of rent which, but for termination of this Lease, would have become due during the remainder of the Term, in which case such damages shall be payable to Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand and shall bear interest at the time Default Rate until paid. For purposes of terminationthis clause (ii), repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could "present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank nearest to the location of New York the Property. Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease pursuant to subsection 20.2. If this Lease is terminated pursuant to subsection 20.2., Landlord may re‑lease the Premises or any part thereof, alone or together with other premises, for such term(s) (which may be greater or less than the period which otherwise would have constituted the balance of the Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine. The failure or refusal of Landlord to re‑lease the Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. Notwithstanding the above, in the event of the termination of this Lease by reason of Tenant's bankruptcy or insolvency, Landlord shall have the right to prove and/or obtain as damages an amount equal to the greater of the maximum allowed under the Lease or any statute or rule of law in effect at the time time. The failure or refusal of award plus one percent (1%). Percentage Rent for Landlord to relet the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry Premises or repossession takes place, any part or (ii) if three (3) Fiscal Years parts thereof shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, release or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseaffect Tenant's liability for damages under such circumstances.

Damages. Neither (ai) the termination of this LeaseLease pursuant to Section 16.1, (bii) the repossession of the Leased Property56 63 Properties, (ciii) the failure of Lessor to relet the Leased PropertyProperties, nor (div) the reletting of all or any portion thereof, nor (v) the failure of Lessor to collect or receive any rentals due upon such any reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationthis Lease is terminated by Lessor, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Properties to and including the date Termination Date, including without limitation all interest and late charges payable under Section 3.3 hereof with respect to any late payment of such terminationRent. Lessee shall forthwith also pay to Lessor, as liquidated damages, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: (A) The sum of: (i) Without termination of Lessee’s right to possession of the Leased PropertyLessor's Interim Rent Loss, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rateminus Net Reletting Proceeds for such period, and Lessor may enforceminus the portion of Lessor's Interim Rent Loss, if any, that Lessee prove could reasonably have been mitigated by action or otherwiseLessor, any other term or covenant of this Lease; orplus (ii) the sum of: Present Value on the Judgment Date of Lessor's Future Rent Loss, assuming the Cost of Living Index were to increase four (A4) percentage points per Lease Year from the unpaid Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the portion of Lessor's Future Rent which had been earned at the time of termination, repossession or reletting, andLoss that Lessee proves could reasonably be mitigated by Lessor; or (B) Each month between the worth at Termination Date and the time Expiration Date, Lessor's Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of termination, repossession or reletting of the amount by which the unpaid Lessor's Monthly Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss Loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and have been avoided. Any suit brought to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations recover liquidated damages payable under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph subsection "(B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years " shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was prejudice Lessor's right to collect liquidated damages for subsequent months in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasea similar proceeding.

Damages. Neither In the event that Landlord shall elect to so terminate this Lease, then Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including: (a) The worth at the termination time of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event award of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which unpaid Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of charges due under this Lease; or (ii) the sum of: (A) the unpaid Rent Lease which had been earned at the time of such termination, repossession or reletting, and; plus (Bb) the The worth at the time of termination, repossession or reletting award of the amount by which the unpaid Rent and any other charges due under this Lease which would have been earned after termination until the time of award exceeds that portion of such rental loss which Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and any other charges due under this Lease for the balance of the Lease Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee which Tenant proves could be have been reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; plus (Cd) any Any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by Lessee’s Tenant's failure to perform its obligations obligation under this Lease or which in the ordinary course of things, events would be likely to result therefrom, including, but not limited to, the cost of restoring the Premises to the condition required in Article 6 of this Lease; plus (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. The As used in Subsections 13.2.3.(a) and (b) above, "worth at the time of terminationaward" shall be computed by applying interest at the maximum rate allowed by law. As used in Subsection 13.2.3.(c) above, repossession or reletting the "worth at the time of the amount referred to in subparagraph (B) is award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasepercentage point.

Damages. (a) Neither (ai) the termination of this Lease, (bii) the repossession of the Leased Property, (ciii) the failure of Lessor to relet the Leased Property, nor (div) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. . (b) Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and; (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, ; and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (ai) the termination of this Master Lease, (bii) the repossession of the Leased PropertyProperty (including any Capital Improvements to any Facility), (ciii) the failure of Lessor Landlord to relet the Leased PropertyProperty or any portion thereof, nor (div) the reletting of all or any portion thereofof the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such terminationtermination of this Master Lease occurs (whether or not Landlord terminates Tenant’s right to possession of the Leased Property), Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property under this Master Lease to and including the date of such termination. Lessee Thereafter: Tenant shall forthwith pay to LessorLandlord, at LessorLandlord’s option, as and for liquidated and agreed current damages for Lessee’s defaultthe occurrence of an Event of Default, either:: |US-DOCS\126208570.12|| (i) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iiA) the sum of: (Ai) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, repossession or reletting, andtermination to the extent not previously paid by Tenant under this Section 16.3; (Bii) the worth at the time of termination, repossession award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves was in fact avoided or reletting could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, award exceeds the amount of such rental loss that Lessee Tenant proves was in fact avoided or could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, andavoided; plus (Civ) any other amount necessary to compensate Lessor Landlord for all the detriment proximately caused by LesseeTenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things, things would be likely to result therefrom; provided, however, no compensation shall be due for consequential damages or diminution in value of the Land or the buildings resulting from the Event of Default; provided, further, that Tenant shall be responsible for consequential damages resulting solely from Tenant’s holding over and remaining in all or any portion of the Leased Property following the expiration or earlier termination of this Master Lease (or any partial termination thereof with respect to a particular Facility) and first accruing after the date that is six (6) months following such termination. The As used in clauses (i) and (ii) above, the “worth at the time of terminationaward” shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, repossession or reletting the “worth at the time of the amount referred to in subparagraph (B) is award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Xxxxxx proves could be reasonably avoided. or (B) if Landlord chooses not to terminate Tenant’s right to possession of the Leased Property (whether or not Landlord terminates the Master Lease). Percentage , each installment of said Rent for and other sums payable by Tenant to Landlord under this Master Lease as the purposes same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Section 16.3 shall be a sum equal Master Lease (and Landlord may at any time thereafter terminate Xxxxxx’s right to (i) the average possession of the annual amounts of Leased Property and seek damages under subparagraph (A) hereof, to the Percentage Rent extent not already paid for the three by Tenant under this subparagraph (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this LeaseB)).

Damages. Neither (a) the Notwithstanding termination of this LeaseLease and re-entry by ------- Landlord pursuant to Section 16.1 or Section 16.2, (b) the repossession liability of Tenant for Rent and other charges provided for herein shall not be extinguished for the balance of the Leased PropertyTerm, (c) the failure of Lessor and Landlord shall be entitled to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, eitherrecover from Tenant: (i) Without termination The worth at the time of Lessee’s right to possession of the Leased Property, each installment of Rent an award (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Raterate set forth in Section 16.8), and Lessor may enforce, by action or otherwise, of any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had has been earned by Landlord at the time of termination, repossession or reletting, andplus (Bii) the The worth at the time of terminationan award (including interest at the rate set forth in Section 16.8), repossession or reletting of the amount by which the unpaid Rent which would have been earned after termination until the time of any award exceeds the amount of loss of Rent that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of an award of the amount by which the unpaid Rent for the balance of the Term after the time term of terminationthis Lease (as extended, repossession or reletting, if at all prior to termination exceeds the amount of such rental loss of Rent that Lessee Tenant proves could be have been reasonably avoided and as reduced for rentals received after (including interest at the rate set forth in Section 16.8 from the date of the award until paid). Such worth at the time of the award shall be computed at the discount rate of the Federal Reserve Bank of San Francisco, or successor Federal Reserve Bank, on the date of termination. For the purposes of this calculation only, repossession or reletting, if and the last Lease Years' Rent shall be deemed to the extent required by applicable law, andbe constant for each Lease Year thereafter; plus (Civ) any Any other amount necessary to compensate Lessor Landlord for all the detriment damage proximately caused by Lessee’s Tenant's failure to perform its Tenant's obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred including amounts due and payable pursuant to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease16.3.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, andand Lease Agreement Ashford TRS Corporation (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section SECTION 16.3 shall be a sum equal to (i) the average of the annual amounts of the greater of the Base Rent or Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the greater of the Base Rent or Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the greater of the Base Rent or Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, ; either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one (1) Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.1, (b) the repossession of the Leased PropertyProperties, (c) the failure of Lessor to relet the Leased PropertyProperties, nor (d) the reletting of all or any portion thereof, or (v) the failure of Lessor to collect or receive any rentals due upon such any reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationIf this Lease is terminated by Lessor, Lessee immediately shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Properties to and including the date Termination Date, including without limitation all interest and late charges payable under Section 3.3 hereof with respect to any late payment of such terminationRent. Lessee also shall forthwith pay to Lessor, as liquidated damages, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (A) The sum of: (i) Without termination of LesseeLessor’s right to possession of the Leased PropertyInterim Rent Loss, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rateminus Net Reletting Proceeds for such period, and Lessor may enforceminus the portion of Lessor’s Interim Rent Loss, if any, that Lessee proves reasonably could have been mitigated by action or otherwiseLessor, any other term or covenant of this Lease; orplus (ii) the sum of: Present Value on the Judgment Date of Lessor’s Future Rent Loss, assuming the CPI were to increase two and one half (A2.5) percentage points per Lease Year from the unpaid Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the portion of Lessor’s Future Rent which had been earned at the time of termination, repossession or reletting, andLoss that Lessee proves reasonably could be mitigated by Lessor; or (B) Each month between the worth at Termination Date and the time Expiration Date, Lessor’s Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of termination, repossession or reletting of the amount by which the unpaid Lessor’s Monthly Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss Loss that Lessee proves reasonably could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and have been avoided. Any suit brought to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations recover liquidated damages payable under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph subsection (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was prejudice Lessor’s right to collect liquidated damages for subsequent months in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasea similar proceeding.

Damages. Neither None of (a) the termination of this LeaseLease (either in whole ------- or in respect of any Individual Leased Property or Properties), (b) the repossession of the Leased PropertyProperty (either in whole or in respect of any Individual Leased Property or Properties), (c) the failure of Lessor to relet all or any portion of the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (ia) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (iib) the sum of: (A1) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B2) the worth (computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus 1%) at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable lawavoided, and (C3) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its obligations under this Lease or which in the ordinary course of things, things would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) It is stipulated and agreed that in the event of the cancellation or termination of this LeaseLease pursuant to Section 17.01 hereof, (b) the repossession Landlord shall forthwith, notwithstanding any other provision of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect this Lease to the Leased Property contrary, be entitled to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, recover from Tenant as and for liquidated and agreed current damages, in addition to the liquidated damages for Lessee’s defaultset forth in Section 17.01 hereof, either: (i) Without termination of Lessee’s right an amount equal to possession the difference between: the sum of the Leased Propertyannual Fixed Minimum Rent, each installment the Tax Rent payable in the Tax Year immediately preceding such termination, Tenant's proportionate share of Rent (including Percentage Rent as determined below) the Operating Costs payable in the last preceding Accounting Period, all multiplied by the number of years and other sums payable by Lessee to Lessor under fraction of a year then constituting the Lease as the same becomes due and payableunexpired term or portion thereof, which Rent and other sums shall bear interest discounted at the Overdue Raterate of four percent (4%) per annum to present worth, minus the fair and Lessor may enforcereasonable annual rental value of the Demised Premises for such period, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned also discounted at the time rate of termination, repossession four percent (4%) per annum to present worth. If the Demised Premises or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount any part thereof be relet by which the unpaid Rent Landlord for the balance of the Term after the time term hereof, or any part thereof, prior to presentation of terminationproof of such liquidated damages to any court, repossession commission or relettingtribunal, exceeds the amount of rent reserved upon such reletting shall be deemed prima facie to be the fair and reasonable rental loss that Lessee proves could be reasonably avoided value for the part or the whole of the premises so relet during the term of the reletting. Nothing herein contained, however, shall limit or prejudice the right of Landlord to prove for and obtain as reduced for rentals received after the time liquidated damages by reason of termination, repossession or reletting, if and such termination an amount equal to the extent required maximum allowed by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease statute or which rule of law in the ordinary course of things, would be likely to result therefrom. The worth effect at the time of terminationwhen, repossession and governing the proceedings in which, such damages are to be proved, whether or reletting not such amount be greater than, equal to or less than the amount of the amount liquidated damages referred to above. (b) In addition to the liquidated damages provided in subparagraph (this Section, Landlord shall also be entitled to recover as damages from Tenant all nonrecurring sums and charges remaining unpaid and which are due or becoming due from Tenant pursuant to this Lease including, but not limited to, those under Exhibit "B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this " hereto and interest thereon as provided in Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease2.04 hereof.

Damages. Neither If this Lease is terminated by Landlord pursuant to subsection 20.2.(c), Tenant nevertheless shall remain liable for (a) the termination of this Leaseany Annual Basic Rent, Additional Rent, and damages which may be due or sustained prior to such termination, and (b) all reasonable costs, fees and expenses including, but not limited to, attorneys' fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder or in renting the repossession Premises to others from time to time. In addition, Landlord may recover from Tenant additional damages to compensate Landlord for loss of rent resulting from termination of the Leased PropertyLease, (c) which, at the failure election of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereofLandlord, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, be either: (i) Without An amount equal to the rent which, but for termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease, would have become due during the remainder of the Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case such damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following termination of the Lease and continuing until the date on which the Term would have expired but for such termination; any suit or action brought to collect any such damages for any month shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent month by a similar proceeding; or (ii) an amount equal to the present worth (as of the date of such termination) of rent which, but for termination of this Lease, would have become due during the remainder of the Term, in which case such damages shall be payable to Landlord in one lump sum of: (A) the unpaid Rent which had been earned on demand and shall bear interest at the time Default Rate until paid. For purposes of terminationthis clause (ii), repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could "present worth" shall be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate of then in effect at the Federal Reserve Bank nearest to the location of New York the Property. Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease pursuant to subsection 20.2. If this Lease is terminated pursuant to subsection 20.2., Landlord may re-lease the Premises or any part thereof, alone or together with other premises, for such term(s) (which may be greater or less than the period which otherwise would have constituted the balance of the Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine. The failure or refusal of Landlord to re-lease the Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. Notwithstanding the above, in the event of the termination of this Lease by reason of Tenant's bankruptcy or insolvency, Landlord shall have the right to prove and/or obtain as damages an amount equal to the greater of the maximum allowed under the Lease or any statute or rule of law in effect at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasetime.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its Lessee’s liability and obligations hereunder, all of which shall survive any such termination, repossession or relettingreletting to the maximum extent permitted by law. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. In addition, Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (i1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue RateRate from the date due until paid or otherwise discharged, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its Lessee’s obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the this Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (ai) the termination of this LeaseLease pursuant to Section 16.1, (bii) the repossession of the any Leased Property, (ciii) the failure of Lessor to relet the any Leased Property, nor (div) the reletting of all or any portion thereof, thereof or (v) the failure of Lessor to collect or receive any rentals due upon any reletting shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Properties to and including the date of such the termination. Lessee shall forthwith pay to At Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, eitherLessee shall also forthwith pay to Lessor: (A) the sum of: (i) Without the Worth at the Time of the Award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the aggregate Rental Value of the Leased Properties for such period, and (ii) the Worth at the Time of the Award of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the aggregate Rental Value of the Leased Properties for such period, and (iii) any other amount necessary to compensate Lessor for all the damage proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course would be likely to result therefrom; or (B) without termination of Lessee’s 's right to possession of the respective Leased PropertyProperties, each installment of the Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue RateRate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the The termination of this Lease, ; (b) the repossession of the Leased Property, Property and any Capital Addition thereto; (c) the failure of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor ; (d) the reletting of all or any portion thereofof the Leased Property; or (e) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of If any such terminationtermination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Thereafter: Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default's Default, either: (i) Without the sum of: (A) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, (B) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided, (C) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, plus (D) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in clauses (i) and (ii) above, the "worth at the time of award" shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus two percent (2%). For purposes of determining the worth at the time of the award, Additional Rent that would have been payable for the remainder of the Term shall be deemed to be the greater of (y) the same as the Additional Rent for the then current Lease Year or, if not determinable, the immediately preceding Lease Year; and (z) such other amount as Lessor shall demonstrate could reasonably have been earned. or (ii) without termination of Lessee’s 's right to possession of the Leased Property, each installment of said Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue RateRate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.1, (b) the repossession of the Leased PropertyProperties, (c) the failure of Lessor to relet the Leased PropertyProperties, nor (d) the reletting of all or any portion thereof, or (v) the failure of Lessor to collect or receive any rentals due upon such any reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationIf this Lease is terminated by Lessor, Lessee Lxxxxx immediately shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property Properties to and including the date Termination Date, including without limitation all interest and late charges payable under Section 3.3 hereof with respect to any late payment of such terminationRent. Lessee also shall forthwith pay to Lessor, as liquidated damages, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (A) The sum of: (i) Without termination of LesseeLessor’s right to possession of the Leased PropertyInterim Rent Loss, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rateminus Net Reletting Proceeds for such period, and Lessor may enforceminus the portion of Lessor’s Interim Rent Loss, if any, that Lessee proves reasonably could have been mitigated by action or otherwiseLxxxxx, any other term or covenant of this Lease; orplus (ii) the sum of: Present Value on the Judgment Date of Lessor’s Future Rent Loss, assuming the CPI were to increase two and one half (A2.5) percentage points per Lease Year from the unpaid Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the portion of Lessor’s Future Rent which had been earned at the time of termination, repossession or reletting, andLoss that Lessee proves reasonably could be mitigated by Lessor; or (B) Each month between the worth at Termination Date and the time Expiration Date, Lessor’s Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of termination, repossession or reletting of the amount by which the unpaid Lxxxxx’s Monthly Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss Loss that Lessee proves reasonably could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and have been avoided. Any suit brought to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations recover liquidated damages payable under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph subsection (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was prejudice Lessor’s right to collect liquidated damages for subsequent months in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leasea similar proceeding.

Damages. Neither (aNone of(a) the termination of this LeaseLease pursuant to Section 16.2, (b) the eviction of Lessee or the repossession of the Leased Property, (c) the failure inability after reasonable diligence of Lessor Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all the Leased Property or (e) the failure of Lessor to collect or receive any portion thereofrentals due upon any such reletting, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such terminationevent, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination, repossession or eviction. Thereafter, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s default, either: : (i) Without termination the sum of: (x) all Rent that is due and unpaid at later to occur of Lessee’s right termination, repossession or eviction, together with interest thereon at the Overdue Rate to possession the date of payment, (y) the worth (calculated in the manner stated below) of the amount by which the unpaid Rent for the balance of the Term after the later to occur of the termination, repossession or eviction exceeds the fair market rental value of the Leased Property for the balance of the Term, (z) any other amount necessary to compensate Lessor for all damage proximately caused by Lessee's failure to perform the Lease Obligations or which in the ordinary course would be likely to result therefrom and less the amount of rent that has actually been received by Lessor following the termination of this Lease from a Person other than an Affiliate of Lessor (which for purposes hereof shall include the net income received by Lessor or an Affiliate of Lessor from its own operation of the Leased Property in the event it elects to resume operation thereof in lieu of hiring a third party manager or re-letting the Leased Property, ); or 91 (ii) each installment payment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the Lease as the same becomes would have become due and payablepayable if Lessee's right of possession or other rights under this Lease had not been terminated, or if Lessee had not been evicted, or if the Leased Property had not been repossessed which Rent and other sums Rent, to the extent permitted by law, shall bear interest at the Overdue RateRate from the date when due until the date paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or . There shall be credited against Lessee's obligation under this Clause (ii) amounts actually collected by Lessor from another tenant to whom the sum of: Leased Property may have actually been leased or, if Lessor is operating the Leased Property for its own account, the actual Cash Flow of the Leased Property. In making the determinations described in subparagraph (Ai) above, the "worth" of unpaid Rent which had been earned shall be determined by a court having jurisdiction thereof using the lowest rate of capitalization (highest present worth) reasonably applicable at the time of termination, repossession or reletting, and (B) such determination and allowed by applicable law and the worth at Additional Rent shall be deemed to be the time of termination, repossession or reletting same as the average Additional Rent of the amount by which preceding five (5) full calendar years, or if shorter, the unpaid average Additional Rent for the balance calendar years or portions thereof since the date that Additional Rent commenced to accrue or such other amount as either party shall prove reasonably could have been earned during the remainder of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Leaseportion thereof.

Damages. Neither None of (a) the termination of this LeaseLease pursuant to Section 16.1, (b) the repossession of the Leased Property, (c) the failure of Lessor Landlord, notwithstanding reasonable good faith efforts, to relet the Leased Property, nor (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Lessee Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee Tenant shall forthwith pay to Lessor Landlord all Rent due and payable with respect to the Leased Property to to, and including including, the date of such termination. Lessee Thereafter, Tenant shall forthwith pay to LessorLandlord, at Lessor’s Landlord's option, as and for liquidated and agreed current damages for Lessee’s Tenant's default, either: (iA) Without the sum of: (1) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, (2) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, (3) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, and (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; provided, however, that Landlord shall not be entitled to punitive or speculative damages as a consequence of such Event of Default on the part of Tenant hereunder. In making the above determinations, the worth at the time of the award shall be determined by the court having jurisdiction thereof using, as a discount factor for present value, a rate equal to the Prime Rate at the time of the Event of Default, and the Additional Rent shall be deemed to be the same as for the then-current Fiscal Year or, if not determinable, the immediately preceding Fiscal Year, for the remainder of the Term, or such other amount as either party shall prove reasonably could have been earned during the remainder of the Term or any portion thereof; or (B) without termination of Lessee’s Tenant's right to possession of the Leased Property, each installment of said Rent (including Percentage Rent as determined below) and other sums payable by Lessee Tenant to Lessor Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Ratemaximum annual rate permitted by the law of the State from the date when due until paid, and Lessor Landlord may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.

Damages. Neither (a) the termination of this Lease, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its Lessee's liability and obligations hereunder, all of which shall survive any such termination, repossession or relettingreletting to the maximum extent permitted by law. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. In addition, Lessee shall forthwith pay to Lessor, at Lessor’s 's option, as and for liquidated and agreed current damages for Lessee’s 's default, either: (i1) Without termination of Lessee’s 's right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below) and other sums payable by Lessee to Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue RateRate from the date due until paid or otherwise discharged, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (ii2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (B) the worth at the time of termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession or reletting, exceeds the amount of such rental loss that Lessee proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (C) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s 's failure to perform its Lessee's obligations under this Lease or which in the ordinary course of things, would be likely to result therefrom. The worth at the time of termination, repossession or reletting of the amount referred to in subparagraph (B) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York San Francisco at the time of award plus one percent (1%). Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to (i) the average of the annual amounts of the Percentage Rent for the three (3) Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three (3) Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which the Lease was in effect, or (iii) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the effective date of this Lease.