Common use of Damages Clause in Contracts

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx'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. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the 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 remainder of the Term shall be deemed to be the greater of (y) the same as the Percentage Rent for the then-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Landlord shall prove demonstrate could reasonably could have been earned during the remainder (assuming Net Revenues will have not been impacted by any of the Term or any portion thereof; conditions that contributed to the Event of Default). or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 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. None Neither (i) the termination of this Lease pursuant to Section 16.1; (ii) the repossession of the following events Leased Property; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; nor (iv) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: reletting (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingexcept for proceeds received on subletting). In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. If Lessee voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, ; and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Rate. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco Kansas City at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Lease. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Tenant 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 remainder of the Term shall be deemed to be the greater of (y) the same as the Percentage Rent for the then-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Landlord shall prove demonstrate could reasonably could have been earned during the remainder (assuming Net Revenues will have not been impacted by any of the Term or any portion thereof; conditions that contributed to the Event of Default). or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseMaster Lease (and Landlord may at any time thereafter terminate Tenant’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. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.116.1 hereof, (b) the repossession of the any Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, Landlord to relet the any Leased Property, (d) the reletting of all or any portion thereof, nor thereof or (e) the failure of Landlord to collect or receive any rentals due upon any reletting shall relieve Tenant of its liability and obligations hereunder, all of which shall survive such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, Leased Properties to and including, including the date of such the termination. Thereafter, Tenant shall forthwith pay to Landlord, at At Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherTenant shall also forthwith pay to Landlord: (ai) the sum of: (iA) the worth Worth at the time of award Time of the unpaid Rent which had been earned at the time of termination, (ii) the worth at the time of award Award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount aggregate Rental Value of the Leased Properties for such unpaid Rent that Tenant proves could have been reasonably avoided,period, and (iiiB) the worth Worth at the time Time of award the Award of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount aggregate Rental Value of the Leased Properties for such unpaid Rent that Tenant proves could be reasonably avoidedperiod, and (ivC) any other amount necessary to compensate Landlord for all the detriment damage proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination of Tenant's right to possession of the Propertyrespective Leased Properties, each installment of said the Rent and other sums payable by Tenant to Landlord under the this Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Demised Premises, (iii) the failure of Landlord to relet the Demised Premises or any portion thereof, (iv) the reletting of all or any portion of the Demised Premises, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Lease except if, and to the extent, required under applicable law. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationDemised Premises), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease, to the Property to, and including, including the date of such termination. Thereafter, Thereafter Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed upon current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (a) the sum of: (i) the worth at the time of award of the unpaid Base Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 13.3; plus (ii) the worth at the time of award of the amount by which the of unpaid Base Rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent that Tenant proves could have been reasonably avoided,award; plus (iii) the worth at the time of award of the amount by which of the unpaid Base Rent for the balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, andaward; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’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 Demised Premises, including, but not limited to, all brokerage, advertising, repairs and other similar expenses reasonably necessary to secure new tenants for the Demised Premises. In making As used in the above determinationsforegoing clauses (i), (ii) and (iii), the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and from the "date when due to the date paid. As used in Section 13.3(a)(iii), the “worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and the Percentage 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 regardless of whether Landlord chooses to terminate Tenant's ’s right to possession of the PropertyDemised Premises (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseMaster Lease (and Landlord may at any time thereafter terminate Tenant’s right to possession of the Demised Premises and seek damages under subparagraph (a) hereof, to the extent not already paid for by Tenant under this subparagraph (b).

Damages. None Neither (i) the termination of this Lease pursuant to Section 16.1, (ii) the repossession of the following events Leased Property; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; nor (iv) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: reletting (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingexcept for proceeds received on subletting). In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. If Lessor voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, ; and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Rate. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None (i) The termination of this Lease with respect to any one or more of the following events Facilities; (ii) the repossession of the Leased Property and any Capital Additions of any Facility; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property or any portion thereof; (iv) the reletting of all or any portion of 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 Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) . In addition, the termination of this Lease pursuant with respect to Section 17.1, (b) the repossession any one or more of the PropertyFacilities shall not relieve Lessee of its liabilities and obligations hereunder with respect to such terminated Facility(ies) that are intended to survive the termination of this Lease, (c) including, without limitation, the failure of Landlordobligations set forth in this Section 16.3 and Sections 16.5, notwithstanding reasonable good faith efforts23.1, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon 37.4 and 45.1.8. If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property to, Facility(ies) terminated to and including, including the date of such termination. Thereafter, Tenant following any such termination, Lessee shall forthwith pay to LandlordLessor, at Landlord's Lessor’s option, as and for liquidated and agreed current damages for Tenant's defaultan Event of Default by Lessee, and not as a penalty, either: (a) the sum of: (ia) the worth at the time of award of the unpaid Rent which had been earned at the time of terminationtermination with respect to the terminated Facility(ies), (iib) 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(ies) until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could have been reasonably avoided, (iiic) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term for the terminated Facility(ies) after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, andplus (ivd) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Xxxxxx's Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (a) and (b) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (c) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent One Percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or). Alternatively, if Lessor does not determinableelect to terminate this Lease with respect to any Facility, the immediately preceding Fiscal Yearthen Lessee shall pay to Lessor, at Lessor’s option, as and for the remainder agreed damages for such Event 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) Default without termination of Tenant's Lessee’s right to possession of the PropertyLeased Property and any Capital Additions or any portion thereof, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None (i) Damages payable by Licensee to ORBIMAGE: (A) Except as otherwise provided herein, if prior to the launch and initial of operations of the OrbView-3 System, Licensee terminates this Agreement for convenience or ORBIMAGE terminates this Agreement for breach by Licensee, then Licensee shall pay damages to ORBIMAGE equal to the lesser of all reasonable and documented costs incurred to date by ORBIMAGE under this Agreement and the following events amounts: $[Confidential Treatment Requested] if the Agreement is terminated before July 31, 1997; $[Confidential Treatment Requested] if the Agreement is terminated before January 31, 1998; $[Confidential Treatment Requested] if the Agreement is terminated before July 31, 1998; $[Confidential Treatment Requested] if the Agreement is terminated at any time after July 31, 1998. The $250,000 deposit provided by Licensee shall be credited against any payments by Licensee under this subparagraph (A). (B) Except as otherwise provided herein, if following the launch of the OrbView-3 System, Licensee terminates this Agreement for convenience or ORBIMAGE terminates this Agreement for breach by Licensee, then Licensee shall pay damages to ORBIMAGE in an amount equal to $[Confidential Treatment Requested] minus any payments made to ORBIMAGE for OrbView-3 services through the date of termination. Nothing herein shall relieve Tenant Licensee of its liability obligation to pay all invoices that have been delivered, or obligations otherwise accrued, prior to such date of termination. (ii) Damages payable by ORBIMAGE to Licensee: (A) Except as otherwise provided herein, if ORBIMAGE terminates this Agreement for convenience or Licensee terminates this Agreement for breach by ORBIMAGE, then ORBIMAGE shall pay damages to Licensee equal to the lesser of all reasonable and obligations hereunderdocumented costs incurred to date by Licensee under this Agreement and the following amounts: $[Confidential Treatment Requested] if the Agreement is terminated before July 31, all 1997; $[Confidential Treatment Requested] if the Agreement is terminated before January 31, 1998; $[Confidential Treatment Requested] if the Agreement is terminated before July 31, 1998; $[Confidential Treatment Requested] if the Agreement is terminated at any time after July 31, 1998. If the Agreement is terminated pursuant to this Section 7(d)(ii)(A), ORBIMAGE shall also refund to Licensee the $250,000 deposit. (iii) All payments for damages under this Section 7 shall be made within thirty (30) days of which termination and may be conditioned upon the execution by both parties of a mutually acceptable release. (iv) Notwithstanding anything herein to the contrary, neither ORBIMAGE nor Licensee shall survive be liable to the other for any such terminationdamages, repossession expenses, costs, indemnification or reletting: (a) otherwise in the termination of event this Lease Agreement is terminated pursuant to Section 17.14(b)(i) or Section 4(b)(vi), (b) the repossession of the Propertyor Section 5(e), (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of except that ORBIMAGE shall refund all or any portion thereof, nor (eof the $250,000 that has not been applied against payment for the Licensee Ground Facility or the first year Guaranteed Amount as contemplated by Section 3(f) the failure of Landlord to collect or receive any rentals due upon any such reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:above. (av) the sum of: (i) the worth at the time In no event shall any liability 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 exceed the remainder of the Term or any portion thereof; or amounts provided for in this Section 7 (b) without termination of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leased).

Damages. None Neither (a) the termination of this Lease pursuant to Section 16.1, (b) the repossession of the following events Leased Property, nor (c) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property to, through and including, including the date of such termination. ThereafterLessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee of such election. If Lessee voluntarily elects to terminate this Lease, Tenant shall forthwith pay then in addition to Landlordall remedies available to Lessor, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, and and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee'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. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and 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 award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) ). Without limiting Lessor's other remedies provided herein and provided by law, Lessor may continue the Percentage Lease in effect after Lessee's breach and abandonment and recover Rent shall be deemed as it becomes due, provided that, in such event, Lessee has the right to be the same as for the then-current Fiscal Year orsublet or assign subject only to reasonable conditions imposed by Lessor. Accordingly, 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 TenantLessee's right to possession of the Leased Property, Lessor may demand and recover each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate maximum interest rate permitted in accordance with the laws of the State of California, from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None Neither (a) the termination of this Lease, (b) the repossession of the following events Leased Property, (c) the failure of Lessor to re-let the Leased Property, nor (d) the re-letting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingre-letting. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant Lessee shall forthwith pay to LandlordLessor, at Landlord's Lessor’s option, as and for liquidated and agreed current damages for Tenant's Lessee’s default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Without termination of Tenant's Lessee’s right to possession of the Leased Property, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidRate, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (b) the sum of: (i) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and (ii) the 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 (iii) 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 amount at the time of termination, repossession or reletting 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 1%. 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 Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three 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. None The (a) termination of this Lease; (b) repossession of the following events Premises; (c) failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Premises; (d) reletting of all or any portion of the Premises; or (e) failure or inability of Landlord to collect or receive any rentals due upon any such reletting, shall not relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, Premises to and including, including the date of such termination. Thereafter, following any such termination, Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for an Event of Default by Tenant's default, and not as a penalty, either: (a) the sum of: (i) 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, (ii) 16.3.2 the worth at the time of award of the amount by which the unpaid Rent (including all monthly Minimum Rent) which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided, (iii) 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 unpaid Rent rental loss that Tenant proves could be reasonably avoided, andplus (iv) 16.3.4 any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in Subsections 16.3.1 and 16.3.2 above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in Subsection 16.3.3 above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent One Percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or). Alternatively, if Landlord does not determinableelect to terminate this Lease, the immediately preceding Fiscal Yearthen Tenant shall pay to Landlord, at Landlord’s option, as and for the remainder agreed damages for such Event 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) Default without termination of Tenant's ’s right to possession of the PropertyPremises and any Capital Additions, each installment of said Rent (including the monthly Minimum Rent) and other sums payable by Tenant to Landlord under the this Lease as the same becomes due and payablepayable with respect to the Premises, which Rent and other sums shall bear 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 Lease.

Damages. None Neither the termination of this Agreement, the repossession of the following events Leased Property, the failure of Landlord to relet the Leased Property, nor the reletting of all or any portion thereof, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) reletting to the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingmaximum extent permitted by law. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. ThereafterIn addition, Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's ’s default, and not as a penalty, either: (a) Without duplication of payments pursuant to Section 3.5, without termination of Tenant’s rights to possession of the Leased Property, each installment of Rent and other sums payable to Tenant by Landlord under this Agreement as the same becomes due and payable, which Rent and other sums shall bear interest at the Interest Rate from the date due until paid or otherwise discharged, and Landlord may enforce, by action or otherwise, any other tem or covenant of this Agreement; or (b) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,, repossession or reletting, and (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 unpaid Rent that Tenant proves could have been reasonably avoided, (iii) the worth at the time of award termination, repossession or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of award termination, repossession or reletting, exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoidedavoided and as reduced for rentals received after the time of termination, repossession or reletting, if and to the extent required by applicable law, and (iviii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Lease Agreement or which in the ordinary course of things things, would be likely to result therefrom. In making the above determinations, the "The worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time termination, repossession or reletting of the award" amount referred to in subsection subparagraph (iiiii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationDefault by Tenant, Tenant shall forthwith pay then in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all Rent due and payable with respect rights of Tenant hereunder by giving written notice to such intention to terminate. In the Property to, and including, the date of such termination. Thereafter, Tenant event that Landlord shall forthwith pay elect to Landlord, at Landlord's option, as and for liquidated and agreed current damages for so terminate this Lease then Landlord may recover from Tenant's default, and not as a penalty, either: (a) the sum of: (i) i. the worth at the time of award of the any unpaid Rent which had has been earned at the time of such termination,; plus (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 or award exceeds the amount of such unpaid Rent that rental loss Tenant proves could have been reasonably avoided,; plus (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 unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) . any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its obligations his obligation under this Lease or of which in the ordinary course of things would be likely to result therefrom; plus v. such reasonable attorney's fees incurred by Landlord as a result of such Default, and costs in the event suit is filed by Landlord to enforce such remedy; and vi. In making at Landlord's election, such other amounts in addition to or in lieu of the above determinationsforegoing as may be permitted from time to time by applicable law, The term "Rent", as used in this Article 22, shall be deemed to be and to mean the monthly Rent, Additional Rent and all other sums required to be paid by Tenant pursuant to the terms of this Lease. As used in Subparagraphs i and ii above, the "worth at the time of the award" in subsections (i) and (iii) shall be determined is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None Neither (a) the termination of this Lease pursuant to Section 16.1, (b) the repossession of the following events Leased Property, nor (c) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property to, through and including, including the date of such termination. ThereafterLessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee of such election. If Lessee voluntarily elects to terminate this Lease, Tenant shall forthwith pay then in addition to Landlordall remedies available to Lessor, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, and and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Xxxxxx's 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. In making the above determinations, the "The “worth at the time of award” of the award" amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and maximum legal rate of interest permitted in accordance with the "laws of the State of New York. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) ). Without limiting Lessor’s other remedies provided herein and provided by law, Lessor may continue the Percentage Lease in effect after Lessee’s breach and abandonment and recover Rent shall be deemed as it becomes due, provided that, in such event, Lessee has the right to be the same as for the then-current Fiscal Year orsublet or assign subject only to reasonable conditions imposed by Lessor. Accordingly, 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 Tenant's Lessee’s right to possession of the Leased Property, Lessor may demand and recover each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate maximum interest rate permitted in accordance with the laws of the State of New York, from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to Subparagraph 153.2 above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i1) the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (ii2) the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iii3) the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (iv4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its Tenant’s obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstherefrom 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 award” of the award" amounts referred to in subsections Subparagraphs (ia) and (iiib) shall be determined of this Paragraph 15.B(3) is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Permitted Rate. The “worth at the time of award” of the award" amounts referred to in subsection Subparagraph (iiic) shall be determined of this Paragraph 15.B.(3) is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term “rent” as used in this Paragraph 15 shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Sublease is terminated pursuant to Subparagraph 14(b)(ii) above, Tenant or otherwise, Sublandlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (aA) the sum of: (i) the The worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (iiB) the The worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Subtenant proves could have been reasonably avoided,; plus (iiiC) the The worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Subtenant proves could be reasonably avoided, ; and (ivD) any Any other amount necessary to compensate Landlord Sublandlord for all the detriment proximately caused by XxxxxxSubtenant's failure to perform its Subtenant's obligations under this Lease Sublease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the . (E) The "worth at the time of the award" of the amounts referred to in subsections Subparagraphs (iA) and (iiiB) shall be determined of this Subparagraph 14(b)(iii), is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the Permitted Rate. The "worth at the time of the award" of the amounts referred to in subsection Subparagraph (iiiC) shall be determined of this Subparagraph 14(b)(iii) is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term "rent," as used in this Paragraph 14, shall be deemed include all sums required to be paid by Subtenant to Sublandlord pursuant to 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this LeaseSublease.

Damages. None Subject to Landlord’s option to receive liquidated damages under this Section 16.3, none of (i) the termination of this Master Lease, (ii) the repossession of the following events Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Lease. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (a) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the Percentage 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 portion of the Term, or such other amount as either party shall prove unpaid Rent that Tenant proves could be reasonably could have been earned during the remainder of the Term or any portion thereof; avoided. or (b) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseMaster Lease (and Landlord may at any time thereafter terminate Tenant’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. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) Unless Landlord shall expressly agree otherwise in writing, none of (i) the termination exercise and/or enforcement by Landlord of any of its rights or remedies set forth in this Lease pursuant to Section 17.1Article XIII, (b) the repossession of the Property, (cii) the failure of Landlord, notwithstanding reasonable good faith efforts, Landlord to relet the Propertyre-let all or any portion of any Demised Premises, (diii) the reletting of all or any portion thereof, nor of any Demised Premises or (eiv) the failure inability of Landlord to collect or receive any rentals due upon any such reletting. In the event , shall relieve Tenant of any of its duties, obligations or liabilities under this Lease, all of which shall survive any termination of this Lease or other exercise or enforcement by Landlord of any of its rights or remedies hereunder. (b) Notwithstanding anything to the contrary in this Lease, Tenant hereby agrees that Landlord shall have no duty or obligation to mitigate any of Landlord’s damages under this Lease unless, and then only to the extent that, the Legal Requirements of any applicable State impose such terminationa duty or obligation on Landlord with respect to its exercise of remedies in that State. (c) If Landlord accelerates the Rent pursuant to Section 13.2(b) (whether or not Landlord terminates Tenant’s right to possession of the applicable Demised Premises), Tenant shall forthwith immediately pay to Landlord Landlord: (i) all Rent due and payable under this Lease with respect to the Property toentire Demised Premises through and including the applicable EOD Termination Date; and (ii) as liquidated and agreed upon final damages for the occurrence of such Event of Default, the Present Value of the excess, if any, of (1) the sum of all Base Rent, Additional Rent and including, other sums that would be payable under this Lease by Tenant with respect to the entire Demised Premises from the date of such termination. Thereafterdemand through and including the then current Expiration Date (i.e., Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's defaultin the absence of the applicable EOD Termination, and not as a penaltytaking into account any extension of such Expiration Date pursuant to any exercised Renewal Options) over (2) the Fair Market Rent for the entire Demised Premises for the same period (collectively, either:the “Acceleration Amount”). (ad) In the sum of: event of (i) any EOD Termination in connection with which Landlord elects not to accelerate the worth at Rent and recover from Tenant the time of award of the unpaid Rent which had been earned at the time of termination, Acceleration Amount or (ii) the worth at the time of award of the amount any termination by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's ’s right to possession of any Demised Premises pursuant to Section 13.2(c), Tenant shall, until the PropertyExpiration Date (i.e., each installment in the absence of said the applicable EOD Termination, and taking into account any extension of such Expiration Date pursuant to any exercised Renewal Options), and whether or not Landlord shall have re-let all or any portion of any Demised Premises, pay the excess of all Rent and other sums payable by Tenant to Landlord under this Lease with respect to the Lease entire Demised Premises as the same becomes become (or would become, in the absence of any such EOD Termination) due and payablepayable hereunder, which Rent and other sums shall bear together with interest at the Overdue Default Rate from the date when the same become (or would become, in the absence of any such EOD Termination) due until paid, over (without limiting anything in Section 13.2(b)) rents and other sums received by Landlord for the applicable period pursuant to any reletting of such Demised Premises (or any portion thereof), and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent rental loss that Tenant proves was in fact avoided or 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 unpaid Rent rental loss that Tenant proves was in fact avoided or could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of 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. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the 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 remainder of the Term shall be deemed to be the greater of (y) the same as the Percentage Rent for the then-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Landlord shall prove demonstrate could reasonably could have been earned during the remainder (assuming Net Revenues will have not been impacted by any of the Term or any portion thereof; conditions that contributed to the Event of Default). or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 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. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Lease. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Master Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Tenant 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 remainder of the Term shall be deemed to be the greater of (y) the same as the Percentage Rent for the then-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Landlord shall prove demonstrate could reasonably could have been earned during the remainder (assuming Net Revenues will have not been impacted by any of the Term or any portion thereof; conditions that contributed to the Event of Default). or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates this Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseMaster Lease (and Landlord may at any time thereafter terminate Tenant’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. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of Should Landlord elect to terminate this Lease pursuant to Section 17.1the provisions of Paragraphs 25.2(a)(1) or 25.2(a)(3) above, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, may recover from Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and includingas damages, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing: (a) the sum of: (i) the 1. The worth at the time of award of the any unpaid fixed minimum rent, Common Area Expenses, Additional Rent or other charges which had been earned at the time of such termination,; plus (ii) the 2. 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 which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent that loss Tenant proves could have been reasonably avoided,; plus (iii) the 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 award exceeds the amount of such unpaid Rent loss that Tenant proves could be reasonably avoided, and; plus (iv) any 4. Any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its Tenant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" including, but not limited to any costs or expenses incurred by Landlord in subsections (i) and retaking possession of the Premises, including reasonable attorneys’ fees, (ii) maintaining or preserving the Premises after the occurrence of an Event of Default, (iii) shall preparing the Premises for reletting to a new tenant, including repairs or alterations to the 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 determined permitted from time to time by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time laws of the award" in subsection (iii) shall be determined by State where the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseDevelopment is situated.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.116.1 hereof, (b) the repossession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, Landlord to relet the Leased Property, (d) the reletting of all or any portion thereof, nor thereof or (e) the failure of Landlord to collect or receive any rentals due upon any reletting shall relieve Tenant of its liability and obligations hereunder, all of which shall survive such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property to, to and including, including the date of such the termination. Thereafter, Tenant shall forthwith pay to Landlord, at At Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherTenant shall also forthwith pay to Landlord: (ai) the sum of: (iA) the worth Worth at the time of award Time of the unpaid Rent which had been earned at the time of termination, (ii) the worth at the time of award Award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount aggregate Rental Value of the Leased Property for such unpaid Rent that Tenant proves could have been reasonably avoided,period, and (iiiB) the worth Worth at the time Time of award the Award of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount aggregate Rental Value of the Leased Property for such unpaid Rent that Tenant proves could be reasonably avoidedperiod, and (ivC) any other amount necessary to compensate Landlord for all the detriment damage proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination of Tenant's right to possession of the Leased Property, each installment of said the Rent and other sums payable by Tenant to Landlord under the this Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None (i) The termination of this Lease with respect to any one or more of the following events Facilities; (ii) the repossession of the Leased Property and Capital Additions of any Facility; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property or any portion thereof; (iv) the reletting of all or any portion of 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 Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property to, Facility terminated to and including, including the date of such termination. Thereafter, Tenant following any such termination, Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for Tenant's defaultan Event of Default by Lessee, and not as a penalty, either: (a) the sum of: (ia) the worth at the time of award of the unpaid Rent which had been earned at the time of terminationtermination with respect to the terminated Facility, (iib) 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 unpaid Rent rental loss that Tenant Lessee proves could have been reasonably avoided, (iiic) 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, andplus (ivd) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (a) and (b) above, the "worth at the time of the award" in subsections (i) and (iii) shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (c) above, the "worth at the time of the award" in subsection (iii) shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent One Percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or). Alternatively, if Lessor does not determinableelect to terminate this Lease with respect to any Facility, the immediately preceding Fiscal Yearthen Lessee shall pay to Lessor, at Lessor's option, as and for the remainder agreed damages for such Event 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) Default without termination of TenantLessee's right to possession of the PropertyLeased Property and any Capital Additions or any portion thereof, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationa termination of this Lease, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlordas damages, at the election of Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the a sum of: (i) the worth which, at the time of award of such termination, represents the unpaid Rent which had been earned at the time of termination, then present value (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using employing a discount rate equal to the discount then current rate of United States Treasury Bills or Notes, as applicable, maturing on the Federal Reserve Bank of San Francisco at Expiration Date or the time next maturing date for such bills or notes occurring after the Expiration Date) of the award excess, if any of (i) the aggregate of the Fixed Rent and additional rent which would have been payable hereunder by Tenant, had this Lease not terminated, for the period commencing with the day following the date of such termination and ending with the Expiration Date plus one percent the amount of the remaining unamortized “free” or abated rent over (1%ii) and the Percentage Rent shall aggregate fair rental value of the Premises for the same period (for the purposes of this subsection (a), the amount of additional rent which would have been payable by Tenant under this Lease shall, for each Lease Year ending after such termination, be deemed to be an amount equal to the same as amount of all additional rents payable by Tenant for the then-current Fiscal Year orLease Year, if not determinable, the immediately preceding Fiscal Year, the Lease Year in which such termination shall occur and prorated 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 thereofperiod less than a whole year; or (b) without termination of Tenant's right sums equal to possession the aggregate Rent which would have been payable by Tenant and this Lease not terminated, payable upon the due dates therefor specified herein until the Expiration Date; provided however, that if Landlord shall relet all or any part of the PropertyPremises for all or any part of the period commencing on the day following the date of such termination and ending on the Expiration Date, each installment Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and re-entering the Premises and securing possession thereof, all costs and charges for the care of the Premises while vacant, as well as the expenses of reletting, including altering and preparing the Premises for new tenants, brokers’ commissions, granting an allowance for tenant improvements, free rental period, and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may be for a period equal to or shorter or longer than said Rent period and other that Landlord shall have no obligation to so relet the Premises; provided further, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord under hereunder, (ii) in no event shall Tenant be entitled, in any suit for the Lease as collection of damages pursuant to this subsection (b), to a credit in respect of any net rents from a reletting except to the same becomes due extent that such net rents are actually received by Landlord, and payable(iii) if the Premises or any part thereof should be relet in combination with other space, which Rent then proper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and other sums of the expenses of reletting, and (iv) if such reletting is for a period extending beyond the original Term of this Lease, an appropriate pro-ration (in Landlord’s reasonable discretion) shall bear interest be made of such expenses of reletting. Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time-to-time at the Overdue Rate from its election, and nothing contained herein shall require Landlord to postpone suit until the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Leasethe Term would have expired but for such termination.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event Landlord elects to terminate this Lease and Tenant’s right to possession in accordance with §8.11.1(b), or the same are terminated by operation of any such terminationlaw due to an Event of Default, Landlord may recover as damages from Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the following: The worth at the time of award of the unpaid Rent and other sums due hereunder which had been earned at the time of termination, (ii) termination of the Lease; The worth at the time of 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 unpaid loss of Rent and other sums due that Tenant proves could have been reasonably avoided, (iii) the ; 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 award exceeds the amount of the loss of such unpaid Rent and other sums that Tenant proves could be reasonably avoided; Any other amount, and (iv) including but not limited to reasonable attorneys’ fees and 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 such reletting. Landlord shall also recover any other amount which is necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease Tenant’s act of default or which in the ordinary course of 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. In making the above determinations, the "The “worth at the time of award” of the award" amounts referred to in subsections (i§8.11.2(a) and (iiib) shall be determined above, is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "maximum legal rate of interest. The “worth at the time of award” of the award" amount referred to in subsection (iii§8.11.2(c) shall be determined above, is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of (a) the following events termination of this Lease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, (d) the reletting of the Leased Property or (e) the failure of the Lessor to collect or receive any rentals due upon any such reletting, shall relieve Tenant the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . In any such reletting. In event, the event of any such termination, Tenant Lessee shall forthwith pay to Landlord the Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination, repossession or eviction. Thereafter, Tenant the Lessee shall forthwith pay to Landlordthe Lessor, at Landlordthe Lessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth sum of: (x) all Rent that is due and unpaid at the time later to occur of award of the unpaid Rent which had been earned termination, repossession or eviction, together with interest thereon at the time Overdue Rate to the date of termination, payment, plus (iiy) the worth at (calculated in 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iiimanner stated below) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of award the termination, repossession or eviction exceeds the amount fair market rental value of such unpaid Rent that Tenant proves could be reasonably avoidedthe Leased Property for the balance of the Term, and plus (ivz) any other amount necessary to compensate Landlord the Lessor for all the detriment damage proximately caused by Xxxxxxthe Lessee'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. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination each payment of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord 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 Rate from the date when due until the date paid, and Landlord the Lessor may enforce, by action or otherwise, any other term or covenant of this Lease. 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 such determination and allowed by applicable law.

Damages. None (i) In the event this Lease is terminated in accordance with the provisions of Section 18.02(a)(i), Tenant shall remain liable to Landlord for damages in an amount equal to the Base Rent and any Additional Rent and any other sums due hereunder as of the following events shall relieve Tenant date of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) plus the repossession Base and any Additional Rent which would have been owing by Tenant hereunder for the balance of the PropertyLease Term (collectively, the “Aggregate Gross Rent“) had this Lease not been terminated, less the net proceeds, if any, received as a result of any reletting of the Premises by Landlord subsequent to such termination, after deducting all of Landlord’s expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, reasonable attorney fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting (c) collectively, the failure “Reletting Costs“). Landlord shall be entitled to collect Base Rent, any Additional Rent and all other damages from Tenant monthly on the days on which Base Rent and any Additional Rent would have been payable hereunder if this Lease had not been terminated. Alternatively, at the option of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In in the event of any such terminationthis Lease is so terminated, Tenant Landlord shall be entitled to recover forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's optionagainst Tenant, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award then value of the unpaid Aggregate Gross Rent which had been earned at and Reletting Costs less the time of termination, (ii) the worth at the time of award aggregate rental value of the amount by which the unpaid Rent which Premises for what otherwise would have been earned after termination until the time unexpired balance of award exceeds the Lease Term. In the event Landlord shall relet the Premises for the period which otherwise would have constituted the unexpired portion of the Lease Term (or any part thereof), the amount of such unpaid Base Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Additional Rent and other sums payable by the tenant thereunder shall be deemed prima facie to be the rental value for the Premises (or the portion thereof so relet) for the term of such reletting. Tenant shall in no event be entitled to any rents collected or payable in respect of any reletting, whether or not such rents shall exceed the Base Rent and any Additional Rent reserved in this Lease. Tenant shall bear the burden of proof in any proceeding to determine the “rental value“ for purposes of the above calculation. (ii) If Landlord does not elect to terminate this Lease, but takes possession, Tenant shall pay to Landlord under the Lease as the same becomes due and payable, which Base Rent and other sums any Additional Rent which would be payable hereunder if such repossession had not occurred, less the net proceeds received by Landlord, if any, of any reletting of the Premises by Landlord after deducting the Reletting Costs to the extent not paid to Landlord pursuant to the following sentence. Tenant shall bear interest at pay Base Rent and Additional Rent due Landlord, monthly, on 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 Leasedays on which rent would have been payable hereunder if possession had not been retaken.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to the Landlord all the Rent due and payable with respect up to the Property to, and including, the date of such termination. ThereafterIn addition, Tenant shall forthwith reimburse Landlord for or pay to Landlordall costs for the prompt removal from the Premises and storage of its machinery, equipment and other personal property and the costs of promptly restoring the Premises. Further, Tenant shall, at Landlord's optionthe election of the Landlord (which election may be made or changed at any time and from time to time), as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: either (a) pay as damages for the sum of: remaining unexpired term of this Lease as if this Lease had not been terminated and at the same time and in the same installments as Rent Payments are specified in the Lease, sums equal to the excess of (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, over (ii) the worth net rental sums actually received by the Landlord with respect to the Premises for the period to which the Rent relates (after deducting all unreimbursed expenses of Landlord incurred in reletting the Premises, including without limitation, all repossession costs brokerage commissions, legal expenses, reasonable attorneys' fees, alteration costs, and expenses of preparation for such reletting), or (b) pay as damages for the then unexpired term, the discounted present value (calculated at the time of award then prime rate published by the Wall Street Journal) of the amount by which difference between: (1) the unpaid aggregate Rent which would have been earned after payable under this Lease by Tenant from the date of such termination until the time of award exceeds the amount of such unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoidedStated Expiration Date, and (iv2) the fair and reasonable rental value of the Premises for the same period, less all of Landlord's reasonable estimate of expenses to be incurred in connection with reletting the Premises, including, without limitation, all repossession costs, brokerage commissions, legal expenses, reasonable attorneys' fees, alteration costs, and expenses of preparation for such reletting. If the Premises or any other amount necessary part thereof are relet by the Landlord to compensate a party unrelated to Landlord for all the detriment proximately caused by Xxxxxx's failure before presentation of proof of such damages to perform its obligations under this Lease any court, commission or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstribunal, the "worth 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. Nothing herein contained shall limit or prejudice the right of the Landlord to prove and obtain as damages by reason of such termination, 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, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal difference referred to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leaseabove.

Damages. None of the following events If this Lease or Tenant's possessory interest pursuant thereto is terminated by Landlord pursuant to this Article, Tenant nevertheless shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: remain liable for (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent and other sums due and payable with respect all damages which Landlord sustained to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not all costs, fees and expenses, including reasonable attorneys' fees, incurred by Landlord in pursuit of its remedies hereunder and/or in connection with any bankruptcy proceedings of Tenant, if any, and/or in connection with renting the Premises to others from time to time (collectively, "Termination Damages") plus (b) additional damages which shall be an amount equal to (as a penalty, either: (a) the sum of: (i) the worth at the time of award of the unpaid date of such termination) all Rent which had been earned at which, but for the time termination of termination, (ii) the worth at the time of award of the amount by which the unpaid Rent which this Lease, would have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 become due during the remainder of the Term term of this Lease (collectively, "Residual Damages"). If this Lease or Tenant's possessory interest pursuant thereto is terminated pursuant to this Article, Landlord may rent the Premises or any portion part thereof; or (b) without termination of Tenant's right to possession , alone or together with other Premises, for such period or periods which may be greater or less than the period which otherwise would have constituted the balance of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease, and on such terms and conditions (which may include concessions for free rent and alterations of the Premises) as Landlord, in its reasonable discretion, may determine. If Landlord relets the Premises, Landlord shall reimburse Tenant from any rent received prior to the end of what otherwise would have constituted the term of this Lease from such reletting (in an amount up to but not exceeding the Residual Damages) if and when Landlord receives any such rent. All costs, including but not limited to reasonable attorneys' fees, incurred by Landlord in reletting the Premises and enforcing payment of any such rent shall be deducted from amounts otherwise reimbursable to Tenant hereunder to the extent not recovered from such new tenant. Any and all rights and remedies which Landlord may have under this Lease, at law or in equity, shall be cumulative and shall not be deemed inconsistent with each other and any two or more or all of such rights and remedies may be exercised at the same time.

Damages. None of the following events Sublessor shall relieve Tenant of in no event be liable in any way whatsoever ------- for its liability and obligations hereunder, all of which shall survive any such termination, repossession failure or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, refusal to relet the Property, (d) the reletting of all Premises or any portion part thereof; provided, nor (e) the failure of Landlord however, that Sublessor shall use reasonable efforts to collect or receive any rentals due upon any such relettingmitigate its damages. In the event of any such terminationSublessor shall be entitled to recover from Subtenant, Tenant and Subtenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and includingSublessor immediately upon demand by Sublessor, the date amounts equal to all of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: expenses incurred by Sublessor in connection with (i) the worth at the time of award recovering possession of the unpaid Rent which had been earned at the time of termination, Premises, (ii) the worth at the time of award any reletting(s) of the amount Premises and related brokerage costs, including without limitation reasonable costs for making alterations, repairing or otherwise preparing the Premises for reletting(s), (iii) court costs, and (iv) reasonable attorneys' fees incurred in connection with any of the foregoing. Sublessor shall also be entitled to recover from Subtenant for each month of the balance of the Term or the period which would otherwise have constituted the balance of the Term, the amount, if any, by which the unpaid sum of each monthly installment of the Base Rent which would have been earned after termination until the time payable had there been no Event of award exceeds Default, plus the amount of such unpaid Additional Rent that Tenant proves could which would have been reasonably avoided, (iii) payable had there been no Event of Default, exceeds the worth at the time of award net amount, if any, of the amount by which rents collected on account of the unpaid Rent reletting(s) of the Premises for the balance month in question, which amounts shall be due and payable by Subtenant to Sublessor in monthly installments on the last day of the Term after the time of award exceeds each month, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Sublessor to collect the deficiency for any subsequent month by way of a similar proceeding. Sublessor, at Sublessor's option, may make such unpaid Rent that Tenant proves could be reasonably avoidedalterations and repairs in and to the Premises as Sublessor in its reasonable judgment considers advisable and necessary for the purpose of reletting the Premises, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time making of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidalterations, and Landlord may enforce, by action repairs shall not operate or otherwise, any other term or covenant of this Leasebe construed to release Subtenant from liability hereunder as aforesaid.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx'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. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Tenant 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 remainder of the Term shall be deemed to be the greater of (y) the same as the Percentage Rent for the then-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Landlord shall prove demonstrate could reasonably could have been earned during the remainder (assuming Net Revenues will have not been impacted by any of the Term or any portion thereof; conditions that contributed to the Event of Default). or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 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. None Subject to Landlord's option to receive liquidated damages under this Section 16.3, none of: (v) the termination of this Master Lease; (w) the repossession of the following events Leased Property (including any Capital Improvements to any Facility); (x) the failure of Landlord to relet the Leased Property or any portion thereof; (y) the reletting of all or any portion of the Leased Property; or (z) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord's damages under this Master Lease. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant's right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (a) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; plus (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 unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (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 unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its obligations under this Master Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 if Landlord chooses not to terminate Tenant's right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseMaster Lease (and Landlord may at any time thereafter terminate Tenant'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. (a) None of (i) the following events termination of this Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to the Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Lease, and Tenant hereby waives any duty of Landlord to mitigate damages under any Legal Requirements to the full extent that such duty may be waived. If any such termination of this Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Lease to the Property to, and including, including the date of such terminationtermination (together with interest thereon at the Overdue Rate from the date the applicable amount was due). Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent rental loss that Tenant proves was in fact avoided or 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 unpaid Rent rental loss that Tenant proves was in fact avoided or could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's 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, 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 Lease and first accruing after the date that is six (6) months following such termination. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the Percentage 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 portion of the Term, or such other amount as either party shall prove unpaid Rent that Tenant proves could be reasonably could have been earned during the remainder of the Term or any portion thereof; avoided. or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseLease (and Landlord may at any time thereafter terminate Tenant’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)). (b) If, as of the date of any termination of this Lease pursuant to Section 16.2, the Leased Property shall not be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration or earlier termination of this Lease pursuant to Section 9.1(d), then Tenant shall be obligated to place the Leased Property in the condition in which Tenant is required to surrender the same hereunder; provided that if the Tenant does not do so in a time period necessary and practicable to accomplish the foregoing, then Tenant shall pay, as damages therefor, the cost (as reasonably estimated by a nationally recognized independent contractor reasonably selected by Landlord) of placing the Leased Property in the condition in which Tenant is required to surrender the same hereunder.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: : (aA) the sum of: : (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination, termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent rental loss that Tenant proves was in fact avoided or 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 unpaid Rent rental loss that Tenant proves was in fact avoided or could be reasonably avoided, and ; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx'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. In making the above determinations; provided, the "worth at the time however, no compensation shall be due for consequential damages or diminution in value of the award" in subsections (i) and (iii) Land or the Buildings resulting from the Event of Default; provided, further, that Tenant shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate responsible for consequential damages resulting solely from Tenant’s holding over and the "worth at the time of the award" remaining in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 all or any portion thereof; or (b) without termination of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.Leased Property 60 ACTIVE/103726432.5 US-DOCS\116344257.8

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to ------- Subparagraph 13.B.(ii) above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i) the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (iib) the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iiic) the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (ivd) any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its Tenant's obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstherefrom including, without limitation, the following: (i) reasonable expenses for cleaning, repairing or restoring the Premises to surrender condition; (ii) real estate broker's fees, advertising costs and other expenses of reletting the Premises which are reasonably incurred by Landlord and applicable to the period after termination of this Lease; (iii) reasonable costs of carrying the Premises such as taxes and insurance premiums thereon, utilities and security precautions not otherwise included in Additional Rent; (iv) expenses in retaking possession of the Premises; and (v) reasonable attorneys' fees and court costs. (e) The "worth at the time of the award" of the amounts referred to in subsections Subparagraphs (ia) and (iiib) shall be determined of this Subparagraph 13.B.(iii), is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the Permitted Rate. The "worth at the time of the award" of the amounts referred to in subsection Subparagraph (iiic) shall be determined of this Subparagraph 13.B.(iii) is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term "rent" as used in this Paragraph 13 shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the Upon any termination of this Lease pursuant to Section 17.1or Tenant’s right of possession, (b) or any reentry by Landlord under the repossession provisions of the PropertyLease, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or under any summary dispossession or other proceeding or action or any portion thereof, nor (e) the failure provision of Landlord to collect or receive any rentals due upon any such reletting. In the event law by reason of any such terminationEvent of Default by Tenant, then in addition to the aggregate amount of Rent which Tenant has failed to pay under this Lease through the date of termination or re-entry (as the case may be) and any other damages recoverable by Landlord under applicable state law or this Lease, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlordas damages, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty’s election, either: (a) the sum of: (i) the worth a lump sum which shall be immediately due and payable by Tenant and which, at the time of award termination of this Lease or any such reentry by Landlord, as the case may be, represents the excess of (a) the aggregate amount of the unpaid Base 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 and Additional Rent which would have been earned after payable by Tenant (conclusively presuming that the average monthly Additional Rent is the same as was payable for the 12 calendar months prior to such termination until or reentry, or if less than 12 calendar months have elapsed since the time Rent Commencement Date, then all of award exceeds the calendar months preceding such termination or reentry) for the period commencing with such termination or reentry, as the case may be, and ending with the Expiration Date, over (b) the aggregate amount of such unpaid Rent that Tenant proves could should reasonably have been reasonably avoided, (iii) the worth at the time of award of the amount received by which the unpaid Rent Landlord for the balance of same period (taking into account an appropriate vacancy period to seek and obtain a replacement tenant and fit the Term after the time of award exceeds the Leased Premises out for such tenant’s occupancy, during which Landlord cannot reasonably be expected to receive rent), which excess amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof discounted to present value using a discount rate equal to the discount lesser of (A) the prime rate of interest announced from time to time in the Federal Reserve Bank “Money Rates” column of San Francisco at the time The Wall Street Journal (or any successor column published by The Wall Street Journal, or if there be none, such index of the award then prevailing “prime rate” of interest as designated by Landlord) plus one percent (1%, or (B) 6% per annum; or (ii) sums equal to the Base Rent and Additional Rent provided for in this Lease which would have been payable by Tenant had this Lease not been terminated, or Landlord had not so reentered, payable upon the due dates specified herein for such payments following such termination or reentry until the Expiration Date. Landlord agrees to elect to have Tenant pay damages under (ii) above as long as Tenant pays such damages when due; however, if Tenant fails to make a payment when due, Landlord shall immediately have the right to elect to accelerate damages under (i) above. (b) In addition, Tenant shall immediately become liable to Landlord for all reasonable costs caused by Tenant’s breach of its obligations under this Lease, including all reasonable costs Landlord incurs in reletting (or attempting to relet) the Leased Premises or any part thereof, including, without limitation, brokers’ commissions, expenses of cleaning, altering and preparing the Leased Premises for new tenants, legal fees and all other like expenses properly chargeable against the Leased Premises and the Percentage Rent shall be deemed rental received therefrom and like costs. If Landlord does elect to be relet 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 Leased Premises (or any portion thereof), such reletting may be for a period shorter or longer than the remaining Term, and upon such terms and conditions as Landlord deems appropriate, in its sole and absolute discretion, and Tenant shall have no interest in any sums collected by Landlord in connection with such reletting except to the extent expressly set forth herein. Landlord shall use commercially reasonable efforts to mitigate its damages hereunder, provided that Landlord (i) shall not be obligated to show preference for reletting the Leased Premises over any other vacant space in the Building; or (bii) without may divide the Leased Premises, as Landlord reasonably deems appropriate, (iii) may relet the whole or any portion of the Leased Premises upon such terms as it reasonably deems appropriate, and may grant any rental or other lease concessions as it reasonably deems advisable under prevailing market conditions, including free rent.; and (iv) Landlord’s obligation to mitigate damages shall be deemed satisfied by listing the Leased Premises for rent using prevailing listing methodologies for similarly situated premises. Landlord shall cooperate and negotiate with prospective tenants and commercial brokers (based on a customary brokerage fee being earned by such broker), have the Leased Premises available for inspection by prospective tenants during reasonable business hours, and accept a commercially reasonable offer for the Leased Premises from a creditworthy person or entity based on a form of lease agreement which is substantially the same as the form utilized for other space tenants in the Office Park. If Landlord shall succeed in reletting the Leased Premises during the period in which Tenant is paying monthly rent damages, Landlord shall credit Tenant with the net rents collected by Landlord from such reletting, after first deducting from the gross rents, as and when collected by Landlord, (A) all expenses incurred or paid by Landlord in collecting such rents, and (B) any theretofore unrecovered costs associated with the termination of Tenant's right to possession this Lease or Landlord’s reentry into the Leased Premises, including any theretofore unrecovered expenses of reletting and other damages payable hereunder. If the Leased Premises or any portion thereof be relet by Landlord for the unexpired portion of the PropertyTerm before presentation of proof of such damages to any court, each installment commission or tribunal, the amount of said Rent rent reserved upon such reletting shall, prima facie, constitute the fair and other sums payable by Tenant reasonable rental value for the Leased Premises, or part thereof, so relet for the term of the reletting. Landlord shall not be liable in any way whatsoever for its failure to Landlord relet the Leased Premises, or if the Leased Premises or any part are relet, for its failure to collect the rent under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidsuch reletting, and Landlord may enforce, by action no such failure to relet or otherwise, any other term failure to collect rent shall release or covenant of affect Tenant’s liability for damages or otherwise under this Lease.

Damages. None Any termination of this Lease by Landlord shall not in any event terminate Tenant's obligation to pay Basic Rent, additional rent and other amounts owed by Tenant pursuant to this Lease for the following events full Lease term (collectively for purposes of this paragraph the "Rent"). Landlord shall relieve have the right to recover from Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1worth, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award the award, of the unpaid Rent which that had been earned at the time termination of termination, this Lease, and (iib) the worth worth, at the time of award the award, of the amount by which the unpaid Rent which that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of such unpaid the loss of Rent that Tenant proves could have been reasonably avoided, or has actually been avoided by Landlord, and (iiic) the worth present value, at the time of award the award, of the amount by which the unpaid Rent for the balance of the Lease Term after the time of the award exceeds the amount of such unpaid the loss of Rent that Tenant proves could be have been reasonably avoidedor actually has been avoided by Landlord, and and (ivd) any other amount amount, and court costs and reasonable attorneys' fees, necessary to compensate Landlord for all the detriment and damage proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefromdefault. In making the above determinations, the "The worth at the time of the award" award as used in subsections (ia) and (iiib) of the preceding sentence is to be computed by allowing interest at an annual rate of interest of two percent (2%) above the prime rate of interest published in The Wall Street Journal, but in no event at a rate which would be deemed to be usurious under New York law (the "Prime Rate"). In the event that The Wall Street Journal ceases or fails to publish or announce a prime rate, the amounts due hereunder shall be determined by the court having jurisdiction thereof including bear interest at the Overdue Prime Rate and announced by the "worth bank designated by Landlord, provided such a bank is among the top twenty-five (25) banks in the United States in terms of deposits. The present value at the time of the award" award as referred to in subsection (iiic) shall above is to be determined computed by discounting the court having jurisdiction thereof using a discount rate equal to amount at the annual discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award award, plus one percent (1%) and l%; provided, however, notwithstanding any provision herein to the Percentage Rent contrary, Landlord shall be deemed entitled to be a minimum recovery equal to the amount actually paid by Landlord in whole or in partial satisfaction of any Facility Mortgage if and to the extent the same as for the then-current Fiscal Year or, if not determinable, the immediately preceding Fiscal Year, for the remainder a result 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leasedefault hereunder.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to Subparagraph 15.B.2 above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i) a. the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (ii) b. the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iii) c. the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (iv) d. any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its Tenant's obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstherefrom including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) real estate broker's fees, advertising costs and other expenses of reletting the Premises fairly allocable to the balance of the Lease Term; (iii) costs of carrying the Premises such as taxes and insurance premiums thereon, utilities and security precautions; (iv) expenses in retaking possession of the Premises; and (v) attorneys, fees and court costs. e. The "worth at the time of award's of the award" amounts referred to in subsections Subparagraphs (ia) and (iiib) shall be determined of this Paragraph, is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the Permitted Rate. The "worth at the time of the award" of the amounts referred to in subsection Subparagraph (iiic) shall be determined of this Paragraph is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term "rent" as used in this Paragraph shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event that this Lease is terminated under any of the provisions contained in Section 7.1 or shall be otherwise terminated for breach of any such terminationobligation of Tenant, Tenant covenants to pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue of the Term over the rental value of the Premises for said residue of the Term. In calculating the rent reserved there shall forthwith be included, in addition to the Rent and all additional rent, the value of all other considerations agreed to be paid or performed by Tenant for said residue. Tenant further covenants as an additional and cumulative obligation after any such termination to pay punctually to Landlord all Rent due the sums and payable with respect perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner and to the Property tosame extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant under the immediately preceding covenant Tenant shall be credited with any amount paid to Landlord as compensation as in this Section 7.2 provided and also with the net proceeds of any rent obtained by Landlord by reletting the Premises, and after deducting all Landlord’s reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, fees for legal services and expenses of preparing the date of Premises for such termination. Thereafterreletting, it being agreed by Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: that Landlord may (i) relet the worth Premises or any part or parts thereof, for a term or terms which may at Landlord’s option be equal to or less than or exceed 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 period which would otherwise have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 constituted the balance of the Term and may grant such concessions and free rent as Landlord in its sole judgment considers advisable or necessary to relet the same, and (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant’s liability as aforesaid. In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 7.2, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the time provisions contained in Section 7.1 or is otherwise terminated for breach of award exceeds 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 Rent and additional rent accrued under this Lease in the twelve (12) months ended next prior to such termination plus the amount of such Rent and additional rent of any kind accrued and unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of termination and less the award" amount of any recovery by Landlord under the foregoing provision of this Section 7.2 up to the time of payment of such liquidated damages. Nothing contained in subsections (i) this Lease shall limit or prejudice the right of Landlord to prove for and (iii) shall be determined obtain in proceedings for bankruptcy or insolvency by reason of the court having jurisdiction thereof including interest at termination of this Lease, an amount equal to the Overdue Rate and the "worth 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 provided, whether or not the amount be greater, equal to, or less than the amount of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal loss or damages referred to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leaseabove.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to ------- Section 17.116.1, (b) the b)the repossession of the Leased Property, (c) the failure of ------------ Landlord, notwithstanding reasonable good faith efforts, to relet the Leased Property, (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 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, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) award shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award Federal Funds Rate plus one percent (1%) and the Percentage 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 eamed during the remainder of the Term or any portion thereof; or (b) without termination of Tenant's right to possession of the Leased Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease. Landlord may xxx repeatedly to collect such damages from time to time.

Damages. None Neither (a) the termination of this Lease, (b) the repossession of the following events Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its Lessee's liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) reletting to the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingmaximum extent permitted by law. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. ThereafterIn addition, Tenant Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for TenantLessee's default, and not as a penalty, either: (a1) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Without termination of TenantLessee's right to possession of the Leased Property, each installment of said Rent (including Percentage Rent as determined below) and other sums payable by Tenant Lessee to Landlord Lessor under the this Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidpaid or otherwise discharged, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (2) 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 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 San Francisco at the time of award plus one percent (1%).

Damages. None of (a) the following events termination of this Lease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, (d) the reletting of the Leased Property or (e) the failure of the Lessor to collect or receive any rentals due upon any such reletting, shall relieve Tenant the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . In any such reletting. In event, the event of any such termination, Tenant Lessee shall forthwith pay to Landlord the Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination, repossession or eviction. Thereafter, Tenant the Lessee shall forthwith pay to Landlordthe Lessor, at Landlordthe Lessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth sum of: (x) all Rent that is due and unpaid at later to occur of termination, repossession or eviction, together with interest thereon at the time Overdue Rate to the date of award of the unpaid Rent which had been earned at the time of termination, payment, plus (iiy) the worth at (calculated in 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iiimanner stated below) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of award the termination, repossession or eviction exceeds the amount fair market rental value of such unpaid Rent that Tenant proves could be reasonably avoidedthe Leased Property for the balance of the Term, and plus (ivz) any other amount necessary to compensate Landlord the Lessor for all the detriment damage proximately caused by Xxxxxxthe Lessee'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. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination each payment of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord 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 Rate from the date when due until the date paid, and Landlord the Lessor may enforce, by action or otherwise, any other term or covenant of this Lease. 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 such deter mination and allowed by applicable law.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthat this Lease is terminated, at the Landlord’s election, the Tenant shall forthwith covenants to pay to the Landlord all Rent due and payable with respect forthwith on the Landlord’s demand as compensation, an amount (the “Lump Sum Payment”) equal to the Property toexcess, and includingif any, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned discounted present value (discounted at the time an annualized rate of termination, three percent (ii3%)) 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iii) the worth at the time of award of the amount by which the unpaid Rent total rent reserved for the balance remainder of the Term after over the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time then discounted present fair rental value of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or, if not determinable, the immediately preceding Fiscal Year, Premises for the remainder of the Term. In calculating the rent reserved, there shall be included, in addition to the Annual Fixed Rent and all Additional Rent, the value of all other considerations agreed to be paid or such other amount as either party shall prove reasonably could have been earned during performed by the Tenant over the remainder of the Term Term. Without in anyway limiting the foregoing and in addition thereto, at the Landlord’s election, the Tenant shall pay punctually to the Landlord all the sums (“Periodic Payments”) and perform all the obligations which the Tenant covenants in this Lease to pay and to perform in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by the Tenant under the foregoing covenant, the Tenant shall be credited with the amount of the Lump Sum Payment allocable to the Specific Periodic Payment and the net proceeds of any rent obtained by reletting the Premises, after deducting all the Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable fees for legal services and expenses of reasonably preparing the Premises for such reletting. The Landlord may (i) relet the Premises, or any portion part or parts thereof; or (b) without termination of Tenant's right , for a term or terms which may, at the Landlord’s option, exceed or be equal to possession or less than the period which would otherwise have constituted the balance of the PropertyTerm, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease may grant such concessions and free rent as the Landlord considers necessary to relet the same becomes due and payable(ii) make such alterations, which Rent repairs and other sums improvements in the Premises as the Landlord considers necessary to relet the same. Landlord shall bear interest at use reasonable efforts to mitigate its damages in the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant event of this Leasea termination pursuant hereto.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the Upon termination of this Lease pursuant to Section 17.1in any manner above provided, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect by summary proceedings or receive any rentals due upon any such reletting. In the event of any such terminationotherwise, Tenant shall forthwith pay to Landlord all forthwith without demand or notice the sum of the following: A. All Annual Rental or Additional Rent due and payable with respect other payments accrued to the Property to, and including, the date of such termination. Thereaftertermination and a proportionate part of the rent otherwise payable for the month in which such termination occurs; B. The cost of making all repairs, alterations and improvements required to be made by the Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's defaulthereunder, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award performing all covenants of the unpaid Rent which had been earned at Tenant relating to the time of termination, (ii) the worth at the time of award condition of the Demised Premises during the term and upon expiration or sooner termination of this Lease; C. An amount by which equal to "Liquidated Damages" or "Indemnity Payments" whichever is larger, determined and payable as set forth below. "Liquidated Damages" means an amount equal to the unpaid present value of the excess of the Annual Rental, Additional Rent and other payments reserved in this Lease for the portion of the term remaining after termination of the Lease (hereinafter referred to as the "Unexpired Term") over the then fair and reasonable rental value of the Demised Premises for such period of the term. "Indemnity Payments" means all the Annual Rental, Additional Rent and other payments reserved under this Lease which would have been earned after termination until become due and owing thereunder from time to time during the time of award exceeds Unexpired Term less, to the amount of such unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease extent not previously deducted or which in the ordinary course of things would be likely to result therefrom. In making the above determinationscredited, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year orAnnual Rental, 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 Tenant's right to possession of the Property, each installment of said Additional Rent and other sums payable payments actually collected and allocable to the Demised Premises or to the portions thereof relet by Tenant the Landlord reduced, to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paid, and Landlord may enforceextent not previously deducted or credited, by action the costs and expenses, including but not limited to reasonable attorneys' and brokers' fees and expenses, paid or otherwise, any other term or covenant of this Lease.incurred by Landlord in connection with

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationa Lease Termination, Tenant shall forthwith then at the Tenant’s election, the Landlord covenants to pay to the Tenant forthwith on the Tenant’s demand, as compensation, an amount (the “Landlord all Rent due and payable with respect Lump Sum Payment”) equal to the Property toshortfall, and includingif any, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned discounted present value (discounted at the time an annualized rate of termination, three percent (ii3%)) 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iii) the worth at the time of award of the amount by which the unpaid Rent total rent reserved for the balance remainder of the Term after below the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time then discounted present fair rental value of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or, if not determinable, the immediately preceding Fiscal Year, Premises for the remainder of the Term, or such other which latter amount is in no event to be greater than the base rent paid for Tenant’s new replacement space. In calculating the rent reserved, the Annual Fixed Rent and Additional Rent shall be included, but amounts expended and to be expended by Tenant in connection with (i) leasing and improving the Premises, as either party shall prove reasonably could have been earned during then not yet amortized over the Initial Term, and (ii) Tenant locating, leasing, improving and moving into alternative premises (the “Replacement Premises”), and paying rent therefor for the remainder of the Term or any portion thereof; or original Term, shall be deducted. Without in anyway limiting the foregoing and in addition thereto, in the event of a Lease Termination, then at the Tenant’s election, the Landlord shall pay punctually to the Tenant all the sums expended by Tenant in connection with Tenant locating, leasing, improving and moving into the Replacement Premises (b) without termination of Tenant's right to possession “Landlord Periodic Payments”), and paying rent therefor for the remainder of the Property, each installment of said Rent and other sums payable original Term. In calculating the amounts to be paid by Tenant to the Landlord under the foregoing covenant, the Landlord shall be credited with the amount of the Landlord Lump Sum Payment allocable to the specific Landlord Periodic Payment. The costs of Tenant locating, leasing, improving and moving into the Replacement Premises shall include, without limitation, all moving costs, brokerage commissions, reasonable fees for legal services and Tenant’s expenses of improving the Replacement Premises for Tenant’s tenancy. Xxxx X. Xxxxxx, an individual and Xxxxx X. Xxxxxx, III, an individual (individually and collectively, “Landlord Guarantor”) shall guaranty Landlord’s obligations hereunder in the event of a Lease Termination, in an aggregate amount not to exceed One Million and no/100 Dollars ($1,000,000.00), and as a condition hereof shall execute and deliver that certain Guaranty Agreement attached hereto and incorporated herein as Exhibit L (the “Landlord Guaranty”) hereto. The Landlord Guaranty shall cease to be effective and shall be terminated if and when Master Landlord agrees in a binding written agreement that if the Master Lease were to be terminated it will assume this Lease otherwise unmodified as a direct lease between Master Landlord, as landlord, and Tenant, as tenant, and executes documentation to such effect reasonably satisfactory to Tenant. In the event that the Landlord sells its rights in the Master Lease to a third party Landlord Guarantor may be released from the Landlord Guaranty if a replacement guaranty in form and substance reasonably acceptable to Tenant is executed and delivered to Tenant by replacement guarantors acceptable to Tenant in its sole and absolute discretion. The Tenant may lease the Replacement Premises for a term or terms which may, at the Tenant’s option, exceed or be equal to or less than the period which would otherwise have constituted the balance of the original Tenn, the size of the Replacement Premises may be larger or smaller than the Premises, and Tenant may pay such amounts as the same becomes due Tenant considers necessary to locate, lease and payablemove into the Replacement Premises and make such alterations, which Rent repairs and other sums improvements in the Replacement Premises as the Tenant considers necessary to lease the same. Tenant shall bear interest at use reasonable efforts to mitigate its damages in the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant event of this Leasea termination pursuant hereto.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to Subparagraph 15.B.2 above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i) a. the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (ii) b. the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iii) c. the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (iv) d. any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its Tenant's obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstherefrom including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises; ii) costs of carrying the Premises such as taxes and insurance premiums thereon, utilities and security precautions; (iii) expenses in retaking possession of the Premises; (iv) reasonable attorneys' fees and court costs; and (v) any unamortized real estate brokerage commission paid in connection with this Lease. e. The "worth at the time of the award" of the amounts referred to in subsections Subparagraphs (ia) and (iiib) shall be determined of this Paragraph, is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the Permitted Rate. The "worth at the time of the award" of the amounts referred to in subsection Subparagraph (iiic) shall be determined of this Paragraph is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term "rent" as used in this Paragraph shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None of(a) the termination of this Lease pursuant to Section 16.2, (b) the eviction of Lessee or the repossession of the following events Leased Property, (c) the inability after reasonable diligence of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, (d) the reletting of the Leased Property or (e) the failure of Lessor to collect or receive any rentals due upon any such reletting, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . In any such reletting. In the event of any such terminationevent, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination, repossession or eviction. Thereafter, Tenant Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth sum of: (x) all Rent that is due and unpaid at later to occur of termination, repossession or eviction, together with interest thereon at the time Overdue Rate to the date of award of the unpaid Rent which had been earned at the time of termination, payment, plus (iiy) the worth at (calculated in 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iiimanner stated below) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of award the termination, repossession or eviction exceeds the amount fair market rental value of such unpaid Rent that Tenant proves could be reasonably avoidedthe Leased Property for the balance of the Term, and plus (ivz) any other amount necessary to compensate Landlord Lessor for all the detriment damage proximately caused by XxxxxxLessee'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. In making therefrom and less the above determinations, amount of rent that has actually been received by Lessor following the "worth at termination of this Lease from a Person other than an Affiliate of Lessor (which for purposes hereof shall include the time net income received by Lessor or an Affiliate of Lessor from its own operation of the award" Leased Property in subsections the event it elects to resume operation thereof in lieu of hiring a third party manager or re-letting the Leased Property); or (iii) each payment of Rent as the same would have become due and (iii) payable 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, to the extent permitted by law, shall be determined by the court having jurisdiction thereof including bear interest at the Overdue Rate 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. There shall be credited against Lessee's obligation under this Clause (ii) amounts actually collected by Lessor from another tenant to whom the 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 (i) above, the "worth at the time worth" of the award" in subsection (iii) unpaid Rent shall be determined by the a court having jurisdiction thereof using a discount rate equal to the discount lowest rate of the Federal Reserve Bank of San Francisco capitalization (highest present worth) reasonably applicable at the time of the award plus one percent (1%) such determination and allowed by applicable law and the Percentage Additional Rent shall be deemed to be the same as the average Additional Rent of the preceding five (5) full calendar years, or if shorter, the average Additional Rent for the then-current Fiscal Year or, if not determinable, calendar years or portions thereof since the immediately preceding Fiscal Year, for the remainder of the Term, 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 or any portion thereof; or (b) without termination of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the Notwithstanding termination of this Lease and reentry by Landlord pursuant to Section 17.118, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, Landlord shall be entitled to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for recover from Tenant's default, and not as a penalty, either: (a) the sum of: (i) the 19.4.1 The worth at the time of an award (including interest at the rate set forth in Section 33.8), of the any unpaid Rent rent which had been earned at by Landlord prior to the time of termination,; plus [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (ii) the 19.4.2 The worth at the time of an award (including interest at the rate set forth in Section 33.8), of the amount by which the unpaid Rent rent which would have been earned after termination until the time of an award exceeds the amount of such unpaid Rent loss of rent that Tenant proves could have been reasonably avoided,; plus (iii) the 19.4.3 The worth at the time of an award of the amount by which the unpaid Rent rent and additional rent for the balance of the Term after the time term of award this Lease (as extended, if at all prior to termination) exceeds the amount of such unpaid Rent loss of rent and additional rent that Tenant proves could have been reasonably avoided (including interest at the rate set forth in Section 33.8 from the date of the award until paid). Such worth of the time of award shall be reasonably avoidedcomputed at the discount rate of the Federal Reserve Bank of San Francisco, andor successor Federal Reserve Bank, on the date of termination; plus (iv) 19.4.4 The unamortized amount, over the initial Term, of any abated rent at the commencement of the Term and the unamortized Allowance plus brokers commissions and other costs incurred by Landlord in connection with this Lease; plus 19.4.5 Any other amount necessary to compensate Landlord for all the detriment damage proximately caused by Xxxxxx's Tenant’s failure to perform its Tenant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None Neither (i) the termination of this Lease pursuant to. Section 16.1, (ii) the repossession of the following events Leased Property; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; nor (iv) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: reletting (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingexcept for proceeds received on subletting). In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. If Lessor voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, ; and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Rate. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (11 %) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None Neither (i) the termination of this Lease pursuant to Section 16.1, (ii) the repossession of the following events Leased 56 63 Properties, (iii) the failure of Lessor to relet the Leased Properties, (iv) 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 Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated by Lessor, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property toLeased Properties to and including the Termination Date, including without limitation all interest and including, the date late charges payable under Section 3.3 hereof with respect to any late payment of such terminationRent. Thereafter, Tenant Lessee shall forthwith also pay to LandlordLessor, as liquidated damages, at LandlordLessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (aA) the The sum of: (i) Lessor's Interim Rent Loss, minus Net Reletting Proceeds for such period, and minus the worth at the time portion of award of the unpaid Lessor's Interim Rent which had Loss, if any, that Lessee prove could reasonably have been earned at the time of termination,mitigated by Lessor, plus (ii) the worth at Present Value on the time Judgment Date of award Lessor's Future Rent Loss, assuming the Cost of Living Index were to increase four (4) percentage points per Lease Year from the Judgment Date through the Expiration Date, minus the Present Value on the Termination Date of the amount by which the unpaid portion of Lessor's Future Rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent Loss that Tenant Lessee proves could have been reasonably avoided, (iii) the worth at the time of award of the amount be mitigated by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 thereofLessor; or (bB) without termination Each month between the Termination Date and the Expiration Date, Lessor's Monthly Rent Loss, minus the Net Reletting Proceeds for such month, and minus the portion, if any, of TenantLessor's Monthly Rent Loss that Lessee proves could reasonably have been avoided. Any suit brought to recover liquidated damages payable under this subsection "(B)" shall not prejudice Lessor's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leasecollect liquidated damages for subsequent months in a similar proceeding.

Damages. None of the following events If this Lease is terminated pursuant to Section 19.B., Tenant nevertheless shall relieve Tenant of its liability remain liable for any rent and obligations hereunder, all of damages which shall survive any may be due or sustained prior to such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1all reasonable costs, (b) the repossession of the Propertyfees and expenses including, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property but not limited to, reasonable attorneys’ fees, costs and includingexpenses incurred by Landlord in pursuit of its remedies hereunder, or in renting the date of Leased Premises to others from time to time (all such termination. Thereafterrent, Tenant damages, costs, fees and expenses being referred to herein as “Termination Damages”), additional damages which shall forthwith pay be that amount equal to Landlordaccelerated rent, at Landlord's optionPercentage Rent (if any), as Additional Rent and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iii) the worth at the time of award of the amount by which the unpaid Rent other sums due hereunder for the balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoidedLease Term, and (iv) any other amount necessary discounted to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth present value at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the then applicable discount rate of the Federal Reserve Bank of San Francisco at the time of the award in Baltimore, Maryland plus one percent (1%) percentage point (the “Liquidated Damages”), and all consequential damages to Landlord for Tenant’s failure to surrender the Leased Premises in accordance with the provisions of this Lease (and this clause shall survive the termination of this Lease). In determining such Liquidated Damages, the amount of Additional Rent and Percentage Rent (if any) shall be deemed to be the same as amount equal to the amounts of Additional Rent payable in the Lease Year immediately preceding the Lease Year in which default occurs (annualized in the event such preceding Lease Year is less than 12 months), discounted to present value. Provided Landlord obtains a final money judgment against Tenant for the then-current Fiscal Year orTermination Damages and the Liquidated Damages, if Landlord relets the Leased Premises prior to the expiration of the Lease Term, all Rent which would have been collected by Landlord from Tenant now paid by a new tenant will be credited against such judgment. Landlord may relet the Leased 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 Lease Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Leased Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not determinablebe liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by Landlord to relet the Leased Premises or any failure by Landlord to collect any rent due upon such reletting. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for 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 immediately preceding Fiscal Yeardamages are to be proved, for whether or not the remainder amount be greater, equal to, or less than the amount of the Term, loss 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 Tenant's right damages referred to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leaseabove.

Damages. None Neither (a) the termination of this Lease, (b) the repossession of the following events Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for TenantLessee's default, and not as a penalty, either: (a1) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Without termination of TenantLessee's right to possession of the Leased Property, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidRate, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (2) the sum of: (A) the unpaid Rent which had been earned at the time of termination, repossession or reletting, and 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 (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 1%. 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 Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry or repossession takes place, or (ii) if three 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. None of (a) the following events termination of this Lease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, (d) the reletting of the Leased Property or (e) the failure of the Lessor to collect or receive any rentals due upon any such reletting, shall relieve Tenant the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . In any such reletting. In event, the event of any such termination, Tenant Lessee shall forthwith pay to Landlord the Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination, repossession or eviction. Thereafter, Tenant the Lessee shall forthwith pay to Landlordthe Lessor, at Landlordthe Lessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth sum of: (x) all Rent that is due and unpaid at later to occur of termination, repossession or eviction, together with interest thereon at the time Overdue Rate to the date of award of the unpaid Rent which had been earned at the time of termination, payment, plus (iiy) the worth at (calculated in 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iiimanner stated below) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of award the termination, repossession or eviction exceeds the amount fair market rental value of such unpaid Rent that Tenant proves could be reasonably avoidedthe Leased Property for the balance of the Term, and plus (ivz) any other amount necessary to compensate Landlord the Lessor for all the detriment damage proximately caused by Xxxxxxthe Lessee'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. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination each payment of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord 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 Rate from the date when due until the date paid, and Landlord the Lessor may enforce, by action or otherwise, any other term or covenant of this Lease. 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 such determination and allowed by applicable law.

Damages. None of (i) the following events termination of this Master Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to any Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Master Xxxxx. If any such termination of this Master Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Master Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of:: ACTIVE/119970514.22 (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent 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 award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx'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. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the Percentage 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 portion of the Term, or such other amount as either party shall prove unpaid Rent that Xxxxxx proves could be reasonably could have been earned during the remainder of the Term or any portion thereof; avoided. or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Master Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Master Lease as the same becomes due and payable, which Rent and other sums shall bear 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 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. None 29.01. If this Lease is terminated under the provisions of Article 27, or if Landlord shall re-enter the following events shall relieve Tenant Demised Premises under the provisions of its liability and obligations hereunderArticle 28, all or in the event of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant Lease, or of re-entry, by or under any action to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all obtain possession in a summary manner or other proceeding or action or any portion thereof, nor (e) provision of law by reason of default hereunder on the failure part of Landlord to collect or receive any rentals due upon any such reletting. In the event of any such terminationTenant, Tenant shall forthwith pay as Additional Rent to Landlord all Rent due and payable with respect as a condition precedent to the Property to, and including, dismissal of any action to obtain possession of the date of such termination. Thereafter, Tenant shall forthwith pay to LandlordDemised Premises or other proceeding or action for damages, at the election of Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the A sum of: (i) the worth which at the time of award such termination of the unpaid Rent which had been earned this Lease or at the time of termination, (ii) any such re-entry by Landlord, as the worth at case may be, represents the time of award then present value, calculated utilizing the prime interest rate declared by Chase Bank, N.A. in New York as of the date of default, of the aggregate amount by which of the unpaid Rent which would have been earned after termination until payable by Tenant (conclusively presuming the time of award exceeds the amount of such unpaid average monthly Additional Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as were the average monthly Additional Rent payable for the then-current Fiscal Year oryear, or if not determinableless than 365 days have then elapsed since the Commencement Date, the partial year, immediately preceding Fiscal Year, such termination or re-entry) for the remainder period commencing with such earlier termination of this Lease or the Termdate of any such re-entry, or such as the case may be, and ending with the Expiration Date plus legal and expert fees and costs for the bringing of any action to enforce this provision. In exercising this remedy, Landlord shall be entitled to accelerate all unpaid Rent and other amount as either party shall prove reasonably could have been earned during amounts due hereunder until the remainder of the Term or any portion thereofExpiration Date; or (b) without termination of Tenant's right Sums equal to possession of the Property, each installment of said Fixed Rent and the Additional Rent which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable upon the due dates therefor specified herein following such termination or such re-entry and until the Expiration Date, provided, however, that if Landlord shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease or in reentering the Demised Premises and in securing possession thereof, as well as the expense of reletting, including, without limitation, altering and preparing the Demised Premises for new tenants, brokers’ commissions, legal fees, and all other expenses properly chargeable against the Demised Premises and the rental therefrom, it being understood that any such reletting may be for a period shorter or longer than the period ending on the Expiration Date; but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision (b) to a credit in respect of any rents from reletting, except to the extent that such net rents are actually received by Landlord. If the Demised Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting. If the Demised Premises or any part thereof be relet by Landlord before presentation of proof of such damages to any Court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facia, be the fair and reasonable rental value for the Demised Premises, or part thereof, to relet during the term of the reletting. Landlord shall have no obligation to mitigate damages by reletting the Demised Premises and shall not be liable in any way whatsoever for its failure or refusal to relet the Demised Premises or any part thereof, or if the Demised Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure or refusal to relet or failure to collect the rent shall release or affect Tenant’s liability for damages or otherwise under this Lease. Landlord shall be under no obligation in reletting the Demised Premises to give priority to the leasing thereof over other vacant space in the Building. 29.02. Suit or suits for the recovery of any such damages, or any installments thereof, may be brought by Landlord at any time and from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been so terminated under the provisions of Article 27 or under any provision of law, or had Landlord not re-entered the Demised Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove and/or obtain as damages by reason of the termination of this Lease as or re-entry on the Demised Premises for the default of Tenant under this Lease an amount equal to the maximum amount permitted by any statute or rule of law in effect at the time when the governing proceedings have been initiated, whether or not such amount is greater than, equal to, or less than any of the sums referred to in Section 29.01. 29.03. In addition, if this Lease is terminated under the provisions of Article 27, or if Landlord shall re-enter the Demised Premises under the provisions of Article 28, Tenant covenants that: (a) the Demised Premises then shall be in the same becomes due condition as that in which Tenant has agreed to surrender the same to Landlord at the Expiration Date; (b) Tenant shall have performed prior to any such termination any obligation of Tenant contained in this Lease for the making of any alteration or for restoring or rebuilding the Demised Premises or the Building, or any part thereof; and payable(c) for the breach of any covenant of Tenant set forth above in this Section 29.03, which Landlord shall be entitled immediately without notice or other action by Landlord, to recover, and Tenant shall pay as and for liquidated damages therefor, the cost of performing such covenant (as estimated by an independent contractor selected by Landlord). 29.04. In addition to any other remedies Landlord may have under this Lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under this Article 29, if any Rent and other sums or damages payable hereunder by Tenant to Landlord are not paid within five (5) days after notice therefor, the same shall bear interest at the Overdue Late Payment Rate pursuant to Section 3.05 from the due date when due thereof until paid, and the amount(s) of such interest shall be Additional Charges hereunder. 29.05. In addition to any remedies which Landlord may enforcehave under this Lease, if there shall be a default hereunder by action Tenant which shall not have been remedied within the applicable grace period, Landlord shall not be obligated to furnish to Tenant or otherwisethe Demised Premises any HVAC services, or any other term building services; and the discontinuance of any one or covenant more of such services shall be without liability by Landlord to Tenant and shall not reduce, diminish or otherwise affect any of Tenant’s covenants and obligations under this Lease.

Damages. None (i) In the event this Lease is terminated in accordance with the provisions of Section 7.2(a)(i), Tenant shall remain liable to Landlord for damages in an amount equal to the Base Rent and any Additional Rent and any other sums due hereunder as of the following events shall relieve Tenant date of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) plus the repossession Base and any Additional Rent which would have been owing by Tenant hereunder for the balance of the PropertyTerm (collectively, the “Aggregate Gross Rent”) had this Lease not been terminated, less the net proceeds, if any, received as a result of any reletting of the Premises by Landlord subsequent to such termination, after deducting all of Landlord’s expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, reasonable attorneys’ fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting (ccollectively, the “Reletting Costs”). Landlord shall use reasonable efforts to relet the Premises but shall not be obligated to: (1) attempt to relet the failure Premises if Landlord has other space available in the Building; (2) relet the Premises at a rate substantially below the current rate being charged to other tenants; or (3) incur substantial expense to remodel or refurbish the Premises in order to accommodate prospective tenants. Landlord shall be Table of Contents entitled to collect Base Rent, any Additional Rent and all other damages from Tenant monthly on the days on which Base Rent and any Additional Rent would have been payable hereunder if this Lease had not been terminated. Alternatively, at the option of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In in the event of any such terminationthis Lease is so terminated, Tenant Landlord shall be entitled to recover forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's optionagainst Tenant, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award then value of the unpaid Aggregate Gross Rent which had been earned at and Reletting Costs less the time of termination, (ii) the worth at the time of award aggregate rental value of the amount by which the unpaid Rent which Premises for what otherwise would have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 unexpired balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 discounted to present value at a rate of eight percent (8%) per annum. In the event Landlord shall prove reasonably could relet the Premises for the period which otherwise would have been earned during constituted the remainder unexpired portion of the Term (or any portion part thereof; or (b) without termination ), the amount of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by the tenant thereunder shall be deemed prima facie to be the rental value for the Premises (or the portion thereof so relet) for the term of such reletting. Tenant shall in no event be entitled to any rents collected or payable in respect of any reletting, whether or not such rents shall exceed the Base Rent and any Additional Rent reserved in this Lease. Tenant shall bear the burden of proof in any proceeding to determine the “rental value” for purposes of the above calculation. (ii) If Landlord does not elect to terminate this Lease, but takes possession, Tenant shall pay to Landlord under the Lease as Base Rent and any Additional Rent which would be payable hereunder if such repossession had not occurred, less the same becomes net proceeds received by Landlord, if any, of any reletting of the Premises by Landlord after deducting the Reletting Costs to the extent not paid to Landlord pursuant to the following sentence. Tenant shall pay Base Rent and Additional Rent due and payableLandlord, monthly, on the days on which Rent and other sums shall bear would have been payable hereunder if possession had not been retaken. (iii) Landlord may recover as damages the full amount of any Base Rent or Additional Rent that may have been abated as a tenant concession or incentive pursuant to this Lease, together with interest at the Overdue Rate rate applicable to judgments in Colorado, from the date when the abated installment of Rent would have been due and payable but for the abatement until paid, and Landlord may enforce, the date recovered by action or otherwise, any other term or covenant of this LeaseLandlord.

Damages. None Tenant shall be liable for and pay all damages arising from any Event of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of Default. Landlord may xxx periodically for damages as they accrue without barring a later action for further damages. If this Lease pursuant or Tenant’s right of possession is terminated due to Section 17.1an Event of Default, (b) the repossession of the Propertysuch damages shall specifically include, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property but not be limited to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth at the time of award of the any unpaid Rent which had been earned at the time of termination,such termination of the Lease or possession; plus (iib) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination of the Lease or possession until the time of award exceeds the amount of such unpaid Rent loss that Tenant proves could have been reasonably avoided,; plus (iiic) 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 unpaid Rent loss that Tenant proves could be reasonably avoided, and; plus (ivd) the worth at the time of award of any other amount necessary to compensate Landlord for 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 Xxxxxx'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 things would be likely to result therefrom. In making Premises for reletting; all other costs incurred by Landlord in reletting the above determinationsPremises, including, without limitation, any brokerage commissions and legal fees; and interest and late charges as herein provided. (e) the "“worth at the time of the award" ” referred to in subsections Paragraphs (i) a), (b), and (iiid) shall be determined by the court having jurisdiction thereof including above will additionally include interest at the Overdue Rate and the "Default Rate. The “worth at the time of award” referred to in Paragraph (c) will be computed by discounting the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to amount at the discount rate of the Federal Reserve Bank of San Francisco in effect at the time of award. (f) Landlord shall not be obligated to relet the award plus one percent (1%) and the Percentage Rent shall be deemed Premises to be the same as for the then-current Fiscal Year a particular tenant, or, if not determinable, in the immediately preceding Fiscal Yearevent 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 remainder of Building, Landlord shall have no obligation to attempt to relet the Term, or Premises prior to leasing such other amount as either party shall prove reasonably could have been earned during space in the remainder of the Term or any portion thereof; or (b) without termination of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseBuilding.

Damages. None Whether or not this Lease is terminated by Landlord pursuant to Section 18.02 hereof, upon the occurrence of an Event of Default and the following events shall relieve Tenant continuation of its liability and obligations hereunder, all of which shall survive any such terminationEvent of Default after the expiration of any applicable cure period provided for herein, repossession or reletting: Tenant shall in all events nevertheless remain liable for (a) any Rent, any installment of the termination Riverfront Park Grant (the “Grant”), any damages which may be due or sustained prior to the last to occur of this Lease pursuant the date upon which an Event of Default occurs or the date of expiration of any applicable cure period with respect to such Event of Default, including damages under Section 17.12.06 hereof, and, in addition, 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, and in renting the Demised Premises and the Easements or any portion thereof to others from time to time (all such Rent, Grant, damages, costs, fees and expenses being referred to herein as “Default/Termination Damages”), and (b) in the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, event Landlord shall attempt to relet the Property, (d) the reletting of or shall relet all or any portion thereof, nor (e) of the failure of Landlord to collect Demised Premises or receive any rentals due upon any such reletting. In in the event that this Lease shall be terminated, additional damages (the “Liquidated Damages”), which, at the election of any such terminationLandlord, Tenant shall forthwith pay be as follows: i. in the event that Landlord has not exercised its right to Landlord all Rent due and payable with respect terminate this Lease, an amount equal to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 become due during the remainder of the Term or any exercised renewal thereof, less the amount of rent, additional rent, grant, and other sums, if any, which Landlord shall receive during such period from others to whom the Demised Premises and/or any portion thereofthereof may be rented (other than any rent or other sum received by Landlord as a result of any failure of such other person or entity to perform any of its obligations to Landlord), 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 the occurrence of an uncured Event of Default under this Lease and continuing until the date on which the Term (or any exercised renewal thereof with no automatic renewals to occur thereafter) is due to expire, and any suit or action brought to collect any such Liquidated Damages for any month shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month by a similar proceeding or be deemed to require repeated lawsuits hereunder; or ii. if Landlord shall at any time exercise its right to terminate this Lease, an amount equal to the present worth (bas of the date of such termination) without of Rent and Grant which, but for such termination of Tenant's right to possession this Lease, would have become due during the remainder of the PropertyTerm (or any exercised renewal thereof), each installment less the fair rental value of said Rent and other sums the Demised Premises for the remainder of the Term (or any exercised renewal thereof) with no automatic renewals to occur thereafter, as determined by an independent appraiser named by the presiding judge of the Circuit Court of Xxxxxxx County, Missouri, in which case such Liquidated Damages shall be payable by Tenant to Landlord under the Lease as the same becomes due in one lump sum on demand and payable, which Rent and other sums shall bear interest at the Overdue Interest Rate from the date when due until paid. For purposes of this clause (ii), “present worth” shall be computed by discounting such amount to present worth at a discount rate equal to the Interest Rate. If an uncured Event of Default shall take place after the expiration of two or more years after the Opening Date, then, for purposes of computing the Liquidated Damages, the Percentage Rent payable with respect to each calendar year or portion thereof following such uncured Event of Default (including the balance of the year in which such uncured Event of Default shall take place) shall be conclusively presumed to be equal to the average Percentage Rent payable with respect to each complete year preceding such uncured Event of Default. If such uncured Event of Default shall take place before the expiration of two years after Opening Date, then, for purposes of computing the Liquidated Damages, the Percentage Rent payable with respect to each calendar year or portion thereof following such uncured Event of Default (including the balance of the calendar year in which such uncured Event of Default shall take place) shall be conclusively presumed to be equal to twelve (12) times the average monthly amount of Percentage Rent which was due and payable prior to such uncured Event of Default, or if no Percentage Rent shall have been payable during such period, then the Percentage Rent for each year of the unexpired Term shall be conclusively presumed to be a sum equal to that described in Section 2.06 as if there had been a failure of Tenant to operate its riverboat gaming enterprise. Default/Termination Damages shall be due and payable immediately upon demand by Landlord following any uncured Event of Default of this Lease pursuant to Section 18.02. Liquidated Damages shall be due and payable at the times set forth herein. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for 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 the loss or damages referred to above. The failure or refusal of Landlord may enforce, by action to relet the Demised Premises or otherwise, any other term part or covenant of this Leaseparts thereof shall not release or affect Tenant’s liability for damages hereunder so long as Landlord has reasonably attempted to mitigate damages as required in Section 18.10.

Damages. None (i) The termination of this Lease with respect to any ------- one or more (including all, if so elected by Lessor) of the following events Facilities and any Capital Additions; (ii) the repossession of the Leased Property of any one or more (including all, if so elected by Lessor) of the Facilities and any Capital Additions; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property of any Facility; (iv) the reletting of all or any portion of the Leased Property of any Facility; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent (including all monthly Allocated Minimum Rent) due and payable with respect to the Leased Property to, of each such Facility as to which this Lease has terminated to and including, including the date of such termination. Thereafter, Tenant following any such termination, Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for Tenant's defaultan Event of Default by Lessee with respect to each Facility (including all, and not if applicable) as a penaltyto which this Lease has been so terminated, either: (a) the sum of: (ia) the worth at the time of award of the unpaid Rent (including all monthly Allocated Minimum Rent) which had been earned at the time of terminationtermination with respect to such Facility, (iib) the worth at the time of award of the amount by which the unpaid Rent (including all monthly Allocated Minimum Rent) which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could have been reasonably avoidedavoided with respect to such Facility, (iiic) the worth at the time of award of the amount by which the unpaid Rent (including all monthly Allocated Minimum Rent) for the balance of the Term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoidedavoided with respect to such Facility, andplus (ivd) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefromtherefrom with respect to such Facility. In making the above determinationsAs used in clauses (1) and (2) above, the "worth at the time of the award" in subsections (i) and (iii) shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (3) above, the "worth at the time of the award" in subsection (iii) shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent One Percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year or). Alternatively, if Lessor does not determinableelect to terminate this Lease with respect to any one or more (including all, the immediately preceding Fiscal Yearif applicable) Facilities, then Lessee shall pay to Lessor, at Lessor's option, as and for the remainder agreed damages for such Event 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) Default without termination of TenantLessee's right to possession of the PropertyLeased Property of such Facility(ies), each installment of said Rent (including the monthly Allocated Minimum Rent) and other sums payable by Tenant Lessee to Landlord Lessor under the this Lease as the same becomes due and payablepayable with respect to the Leased Property of each such Facility, which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease. Notwithstanding anything in this Lease to the contrary, in the event that this Lease shall be terminated by Lessor with respect to any Facility by reason of an Event of Default, such termination shall not affect the applicable Term of this Lease with respect to the balance of the Facilities not so terminated by Lessor, and this Lease shall continue in full force and effect with respect to each such other Facility, except that the total monthly Allocated Minimum Rent payable hereunder shall be reduced by the amount of monthly Allocated Minimum Rent as to which this Lease has so terminated, subject, however, to Lessor's right to recover damages with respect to any such Facility as to which this Lease has been so terminated as provided in this Article XVI.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of Landlord may terminate this Lease pursuant to Section 17.1, at any time after the occurrence (band during the continuation) the repossession of the Property, (c) the failure an Event of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date a Default by giving written notice of such termination. ThereafterTermination of this Lease shall thereafter occur on the date set forth in such notice. Acts of maintenance or preservation, Tenant shall forthwith pay to Landlord, at and any appointment of a receiver upon Landlord's option, as and for liquidated and agreed current damages for initiative to protect its interest hereunder shall not in any such instance constitute a termination of Tenant's defaultright to possession. No act by Landlord other than giving notice of termination to Tenant in writing shall terminate this Lease. On termination of this Lease, and not as a penaltyLandlord shall have the right to recover from Tenant all sums allowed under California Civil Code Section 1951.2, either: (a) including, without limitation, the sum offollowing: (i) the The worth at the time of the award of the unpaid Rent which had been earned at the time of termination,termination of this Lease; (ii) the The worth at the time of 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 such unpaid the loss of Rent that Tenant proves could have been reasonably avoided,; (iii) the 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 award exceeds the amount of such unpaid the loss of Rent that Tenant proves could be have been reasonably avoided, and; (iv) any Any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease the default of Tenant, or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "; and (v) The worth at the time of the award" ", as used in subsections (iSection 22.3(a)(i) and (iiiii) shall be determined computed by the court having jurisdiction thereof including allowing interest at a rate per annum equal to the Overdue Rate and the Default Rate. "The worth at the time of the award" ", as used in subsection (iii) Section 22.3(a)(iii), shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award award, plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (bExcept as provided in paragraphs 23(c) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, and (d) the reletting of all or any portion thereofbelow, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting. In in the event of any such terminationRate Lock occurs, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to but no Loan closes by the Property toOutside Closing Date, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum ofthen: (i) Freddie Mac shall retain the worth at Good Faith Deposit and any extension fee paid by Borrower pursuant to paragraph 19(b) in full satisfaction of Borrower's obligation to pay the time Freddie Mac Pool One Transaction Fee and the Freddie Mac Pool Two Transaction Fee as set forth in paragraphs 11(b) and (c), in full satisfaction of award all other fees, costs and expenses due to Freddie Mac in connection with the Transaction, and in full satisfaction of Freddie Mac's other damages incurred because the unpaid Rent which had been earned at the time of termination, Transaction does not close; (ii) Lender shall have earned the worth at the time of award remainder of the Origination Fee, the remainder of the Additional Lender Origination Fee and the remainder of the Lender LIBOR Loan Fee (such amounts, collectively, the "Lender Fee Amount"); Borrower shall pay Lender the Lender Fee Amount, an amount by which equal to lost value of Xxxxxx's servicing rights for the unpaid Rent which would have been earned Loan, and all amounts due pursuant to paragraphs 15 and 21 within three (3) business days after termination until the time of award exceeds the amount of such unpaid Rent that Tenant proves could have been reasonably avoided,written demand therefor; and Xxxxxxxx further agrees to pay any other damages Lender is able to prove; and (iii) Borrower shall pay to Lender, and shall indemnify and hold Lender harmless against, any actual damages due to the worth Investor by reason of locking the Interest Rate on the Pool Two Loans (the "Investor Damages"). No Investor Damages shall be paid with respect to the Pool One Loans. Lender, at its option, shall have the time right to enforce any rights or remedies it may have at law or in equity with respect to the collection of award any amounts due to Lender under this paragraph 23(a) and Borrower shall pay all costs of such collection, including, but not limited to, reasonable attorney's fees and disbursements (which, as such costs and expenses relate to Investor Damages, shall be included in the definition of "Investor Damages"). Notwithstanding anything in this Final Commitment to the contrary, Investor Damages shall not be limited to the Rate Lock Fee. Any amount of the amount by Rate Lock Fee which exceeds Investor Damages and the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and amounts due Lender as provided in (ivii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal refunded to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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; orBorrower promptly after Investor Damages are determined. (b) without termination of Tenant's right to possession Except as provided in paragraphs 23(c) and (d) below, in the event Rate Lock occurs and a portion of the PropertyLoan closes by the Outside Closing Date but a portion of the Loan is subject to Exclusions pursuant to paragraph 12, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums then: (i) Freddie Mac shall bear interest at the Overdue Rate retain from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease.Good Faith Deposit an

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) The Executive acknowledges that the termination continuity of existing senior management, including the Executive, following completion of the Acquisition was a critical factor in FCN's assessment of the likely benefits to be derived from the Acquisition and that the willingness of the senior Executives, including the Executive, to enter into employment agreements such as this was a material inducement to proceed with the Acquisition. The Executive also acknowledges that, if the Executive's employment hereunder is terminated prior to the end of the Employment Period by the Executive voluntarily and not for reasons attributable either to (i) the Company's failure to comply with the terms of this Lease pursuant Agreement or (ii) such Executive's death or Disability (a "Voluntary Quit"), the damages to Section 17.1the Company would be material, but that the amount of such damages would be uncertain and not readily ascertainable. (b) Accordingly, the repossession Executive agrees that if the Executive Voluntarily Quits prior to the expiration of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and includingEmployment Period, the date of such termination. Thereafter, Tenant Executive shall forthwith pay to Landlord, at Landlord's option, make a cash payment as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) damages. If the sum of: (i) Voluntary Quit occurs prior to the worth at the time of award first anniversary 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 Effective Date, the amount of such unpaid Rent that Tenant proves could have been reasonably avoided, (iii) cash payment shall be the worth at amount set forth on Exhibit A hereto; if the time of award Voluntary Quit occurs on or after the first anniversary, but prior to the second anniversary, of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds Effective Date, the amount of such unpaid Rent that Tenant proves could cash payment shall be reasonably avoidedthe amount set forth on Exhibit A hereto; if the Voluntary Quit occurs on or after the second anniversary of the Effective Date, andbut prior to the expiration of the Employment Period, the amount of such cash payment shall be the amount set forth in Exhibit A. (ivc) The Executive acknowledges that the amounts referenced in this Section 5 and set forth in Exhibit A are reasonable in proportion to the probable damages likely to be sustained by the Company if the Executive Voluntarily Quits prior to the expiration of the Employment Period, that the amount of actual damages to be sustained by the Company in the event the Executive Voluntarily Quits is incapable of precise estimation, that the payment of such cash amounts by the Executive would not result in severe economic hardship for the Executive and his family, and that such cash payments are not intended to constitute a penalty or punitive damages for any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxxpurposes. (d) The Executive's failure to perform its payment obligations under this Lease or which Section 5 shall be full recourse obligations and shall be secured by a pledge of the number of the shares of FCN Common Stock received by the Executive in the ordinary course Acquisition (pursuant to Section II.A of things would the Purchase Agreement) pursuant to an Executive Pledge Agreement, in substantially the form of Exhibit B hereto (the "Pledge Agreement"), to be likely entered into by the Executive and the Company concurrently with the execution and delivery of this Agreement, provided that the Executive shall have the right to result therefromsubstitute collateral reasonably acceptable to the Company (the "Collateral") which shall then be subject to the Pledge Agreement. In making If the above determinationsnet proceeds of the disposition of such shares of FCN Common Stock or the Collateral pursuant to the Pledge Agreement are insufficient to satisfy the Executive's payment obligation hereunder, the "worth at Executive shall be obligated to make up the time shortfall out of his or her other personal assets. If the net proceeds of the award" in subsections disposition of such shares of FCN Common Stock or the Collateral pursuant to the Pledge Agreement exceed the amount of the Executive's payment obligation hereunder, the Company promptly shall pay such excess amount and, if applicable, return any excess shares or Collateral, to the Executive as soon as is reasonably practicable. (ie) and (iii) No liquidated damages shall be determined payable by the court having jurisdiction thereof including interest at Executive, the Overdue Rate Pledge Agreement shall terminate and the "worth at FCN Common Stock or other Collateral held by the time Company shall be returned to the Executive in accordance with the Pledge Agreement in the event the Executive's employment is terminated prior to the expiration of the award" in subsection Employment Period for any reason other than if the Executive Voluntarily Quits. (iiif) shall be determined by During the court having jurisdiction thereof using a discount rate equal to Employment Period, the discount rate provisions of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) this Section 5 and the Percentage Rent Pledge Agreement shall be deemed to be constitute the same as for the then-current Fiscal Year or, Company's sole and exclusive remedy 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leasean Executive Voluntarily Quits.

Damages. None of (i) the following events termination of this Lease, (ii) the repossession of the Leased Property (including any Capital Improvements) and the possession of Tenant’s Property, (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Lease. If any such termination of this Lease pursuant occurs (whether or not Landlord terminates Tenant’s right to Section 17.1, (b) the repossession possession of the Leased Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination), Tenant shall forthwith pay to Landlord all Rent due and payable with respect under this Lease to the Property to, and including, including the date of such termination. Thereafter, : Tenant shall forthwith pay to Landlord, at Landlord's ’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltythe occurrence of an Event of Default, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,termination to the extent not previously paid by Tenant under this Section 16.3; (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 unpaid Rent rental loss that Tenant proves was in fact avoided or 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 unpaid Rent rental loss that Tenant proves could be reasonably avoided, and; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Txxxxx’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (i) and (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco New York at the time of the award plus one percent (1%) and reducing such amount by the Percentage 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 portion of the Term, or such other amount as either party shall prove unpaid Rent that Txxxxx proves could be reasonably could have been earned during the remainder of the Term or any portion thereof; avoided. or (bB) without termination of if Landlord chooses not to terminate Tenant's ’s right to possession of the PropertyLeased Property (whether or not Landlord terminates the Lease), each installment of said Rent and other sums payable by Tenant to Landlord under the this Lease as the same becomes due and payable, which Rent and other sums shall bear 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 LeaseLease (and Landlord may at any time thereafter terminate Txxxxx’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. None (i) The termination of this Lease; (ii) the repossession of the following events Leased Property and any Capital Addition thereto; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; (iv) the reletting of all or any portion of 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 Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant subject to mandatory provisions of applicable law: Lessee shall forthwith pay to LandlordLessor, at Landlord's Lessor’s option, as and for liquidated and agreed current damages for Tenant's default, and not as a penaltyan Event of Default by Lessee, either: (aA) 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 unpaid Rent rental loss that Tenant Lessee proves could have been reasonably avoided,, plus (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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, and . As used in clauses (ivi) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsand (ii) above, the "“worth at the time of the award" in subsections (i) and (iii) ” shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "“worth at the time of the award" in subsection (iii) ” shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one two percent (12%) and the Percentage 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 (bB) without termination of Tenant's Lessee’s right to possession of the Leased Property, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event that this Lease is terminated under any of the provisions contained in Section 7.1 or shall be otherwise terminated for breach of any such terminationobligation of Tenant, Tenant covenants to pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue of the Term over the rental value of the Premises for said residue of the Term. In calculating the rent reserved there shall forthwith be included, in addition to the Annual Fixed Rent and all additional rent, the value of all other considerations agreed to be paid or performed by Tenant for said residue. Tenant further covenants as an additional and cumulative obligation after any such ending to pay punctually to Landlord all Rent due the sums and payable with respect perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner and to the Property tosame extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant under the next foregoing covenant Tenant shall be credited with any amount paid to Landlord as compensation as in this Section 7.2 provided and also with the net proceeds of any rent obtained by Landlord by reletting the Premises, and after deducting all Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, fees for legal services and expenses of preparing the date of Premises for such termination. Thereafterreletting, it being agreed by Tenant shall forthwith pay to Landlordthat Landlord may (i) relet the Premises or any part or parts thereof, for a term or terms which may at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) option be equal to or less than or exceed 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 period which would otherwise have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 constituted the balance of the Term and may grant such concessions and free rent as Landlord in its sole judgment considers advisable or necessary to relet the same and (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 7.2, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the time provisions contained in Section 7.1 or is otherwise terminated for breach of award exceeds any obligation of Tenant and before such fall recovery, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the aggregate of the Annual Fixed Rent and additional rent accrued under Section 2.5, 2.6 and 2.7 in the 12 months ended next following such termination plus the amount of such Annual Fixed Rent and additional rent of any kind accrued and unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of termination and less the award" amount of any recovery by Landlord under the foregoing provisions of this Section 7.2 up to the time of payment of such liquidated damages. Nothing contained in subsections (i) this Lease shall limit or prejudice the right of Landlord to prove for and (iii) shall be determined obtain in proceedings for bankruptcy or insolvency by reason of the court having jurisdiction thereof including interest at termination of this Lease, an amount equal to the Overdue Rate and the "worth 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 the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal loss or damages referred to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year orabove; provided, if not determinablehowever, 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paid, and that Landlord may enforce, by action or otherwise, any other term or covenant not obtain damages in excess of its maximum actual damages (including fees and expenses) under this Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event that this Lease is terminated under any of the provisions contained in Section 7.1 or shall be otherwise terminated for breach of any such terminationobligation of Tenant, Tenant covenants to pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue of the Term over the rental value of the Premises for said residue of the Term. In calculating the rent reserved there shall forthwith be included, in addition to the Base Rent and all additional rent, the value of all other considerations agreed to be paid or performed by Tenant for said residue. Tenant further covenants as an additional and cumulative obligation after any such termination to pay punctually to Landlord all Rent due the sums and payable with respect perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner and to the Property tosame extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant under the immediately preceding covenant Tenant shall be credited with any amount paid to Landlord as compensation as in this Section 7.2 provided and also with the net proceeds of any rent obtained by Landlord by reletting the Premises, and after deducting all Landlord's reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, fees for legal services and expenses of preparing the date of Premises for such termination. Thereafterreletting, it being agreed by Tenant shall forthwith pay to Landlordthat Landlord may (i) relet the Premises or any part or parts thereof, for a term or terms which may at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) option be equal to or less than or exceed 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 period which would otherwise have been earned after termination until the time of award exceeds the amount of such unpaid Rent 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 constituted the balance of the Term and may grant such concessions and free rent as Landlord in its sole judgment considers advisable or necessary to relet the same, and (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. Notwithstanding the foregoing, if an Event of Default of Tenant occurs and this Lease is terminated as provided herein, then Tenant shall also pay to Landlord all of Landlord’s unamortized transaction costs relating to the execution of this Lease and costs of special inducements provided to Tenant (including without limitation brokerage fees, rent concessions, tenant improvement allowances, rent waivers, demising and construction costs, attorneys’ fees, and the like). (b) In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 7.2, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the time provisions contained in Section 7.1 or is otherwise terminated for breach of award exceeds 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 Base Rent and additional rent accrued under Sections 3.1 and 3.2 in the 12 months ended next prior to such termination plus the amount of such Base Rent and additional rent of any kind accrued and unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of termination and less the award" amount of any recovery by Landlord under the foregoing provision of this Section 7.2 up to the time of payment of such liquidated damages. (c) Nothing contained in subsections (i) this Lease shall limit or prejudice the right of Landlord to prove for and (iii) shall be determined obtain in proceedings for bankruptcy or insolvency by reason of the court having jurisdiction thereof including interest at termination of this Lease, an amount equal to the Overdue Rate and the "worth 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 provided, whether or not the amount be greater, equal to, or less than the amount of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal loss or damages referred to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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; orabove. (bd) without termination Landlord's remedies under this Lease are cumulative and not exclusive of any other remedies to which Landlord may be entitled in case of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action breach or otherwise, any other term or covenant threatened breach of this Lease. Landlord shall be entitled to the remedies of injunction and specific performance with respect to any such breach.

Damages. None (i) The termination of this Lease; (ii) the repossession of the following events Leased Property and any Capital Addition thereto; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; (iv) the reletting of all or any portion of the Leased Property; or (v) the inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant : Lessee shall forthwith pay to LandlordLessor, at LandlordLessor's option, as and for liquidated and agreed current damages for TenantLessee's default, and not as a penaltyDefault, either: (aA) the sum of: (i) the worth at the time of award of the unpaid Rent which had been earned at the time of terminationtermination to the extent not previously paid by Lessee under this Section 16.3, (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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, andplus (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinationsAs used in clauses (i) and (ii) above, the "worth at the time of the award" in subsections (i) and (iii) shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and Rate. As used in clause (iii) above, the "worth at the time of the award" in subsection (iii) shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and ). For purposes of determining the Percentage 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-then current Fiscal Lease Year or, if not determinable, the immediately preceding Fiscal Lease Year, for the remainder of the Term, or ; and (z) such other amount as either party Lessor shall prove demonstrate could reasonably could have been earned during the remainder of the Term earned. or any portion thereof; or (bB) without termination of TenantLessee's right to possession of the Leased Property, each installment of said Rent and other sums payable by Tenant Lessee to Landlord Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

Damages. None Lessor shall have the right to terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor, and if Lessee fails to do so, Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the following events shall relieve Tenant of its liability Premises and obligations hereunder, all of which shall survive expel or remove Lessee and any such termination, repossession or reletting: (a) other person who may be occupying the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all Premises or any portion thereof, nor (e) part thereof in accordance with applicable Laws; and Lessor may recover from Lessee the failure of Landlord to collect or receive any rentals due upon any such reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing: (a) the sum of: (i) the The worth at the time of award of the any unpaid Rent rent which had has been earned at the time of such termination,; plus (iib) the The worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could have been reasonably avoided,; plus (iiic) the The worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Lease Term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, and; plus (ivd) any Any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Xxxxxx's Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making , specifically including but not limited to all reasonable and customary costs permitted by Laws incurred by Lessor in connection with the above determinations, the "worth at the time releasing of the award" in subsections Premises (i) and (iii) which costs shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal include, to the discount rate extent demonstrably incurred by Lessor, brokerage commissions and advertising expenses incurred, expenses of remodeling the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Premises or any portion thereofthereof for a new Lessee, whether for the same or a different use, and any special concessions made to obtain a new Lessee); orand (be) without termination of Tenant's right At Lessor’s election, such other amounts in addition to possession or in lieu of the Property, each installment of said Rent and other sums payable foregoing as may be permitted from time to time by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leaseapplicable Laws.

Damages. None of (a) the following events termination of this Lease pursuant to Section 16.2, (b) the eviction of the Lessee or the repossession of the Leased Property, (c) the failure or inability of the Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, (d) the reletting of the Leased Property or (e) the failure of the Lessor to collect or receive any rentals due upon any such reletting, shall relieve Tenant the Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . In any such reletting. In event, the event of any such termination, Tenant Lessee shall forthwith pay to Landlord the Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination, repossession or eviction. Thereafter, Tenant the Lessee shall forthwith pay to Landlordthe Lessor, at Landlordthe Lessor's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum of: (i) the worth sum of: (x) all Rent that is due and unpaid at the time later to occur of award of the unpaid Rent which had been earned termination, repossession or eviction, together with interest thereon at the time Overdue Rate to the date of termination, payment, plus (iiy) the worth at (calculated in 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 unpaid Rent that Tenant proves could have been reasonably avoided, (iiimanner stated below) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time later to occur of award the termination, repossession or eviction exceeds the amount fair market rental value of such unpaid Rent that Tenant proves could be reasonably avoidedthe Leased Property for the balance of the Term, and plus (ivz) any other amount necessary to compensate Landlord the Lessor for all the detriment damage proximately caused by Xxxxxxthe Lessee'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. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 (bii) without termination each payment of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord 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 Rate from the date when due until the date paid, and Landlord the Lessor may enforce, by action or otherwise, any other 66 term or covenant of this Lease. 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 such determination and allowed by applicable law.

Damages. None A. If Landlord exercises any of the following events remedies provided for in subparagraph 20.02(B) or (C) above, Tenant shall relieve surrender possession of and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises. B. If Landlord terminates the right of Tenant to possession of its liability the Premises without terminating this Lease, such termination of possession shall not release Tenant, in whole or in part, from Tenant's obligation to pay Rent hereunder for the full term of the Lease. Furthermore the present value (such present value to be computed on the basis of a per annum discount rate equal to seven percent (7%)) of the aggregate amount of Rent for the period from the date stated in the notice terminating possession to the date of the expiration of the term of the Lease absent such termination shall, at the option of Landlord, be immediately due and obligations payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to immediate recovery of all such amounts. In the alternative, Landlord shall have the right from time to time to recover from Tenant (without the need to commence new process), and Tenant shall remain liable for, all Rent not theretofore accelerated and paid pursuant to the foregoing sentence, as well as for any other sums thereafter accruing as they become due under this Lease during the period from the date of which shall survive such notice of termination of possession to the date the term of the Lease would expire if not terminated early. In any such terminationcase, repossession Landlord may, but shall be under no obligation to (except to the extent required by law), relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term extending beyond the term of the Lease) and upon such terms as Landlord in Landlord's sole discretion shall determine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting: (a) ; provided, however, that any Rent received by reason of such reletting shall be applied as described below. Also, in any such case, Landlord may change the locks or other entry devices of the Premises and make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable and Tenant shall upon written demand pay the cost thereof together with Landlord's expenses of reletting, including, without limitation, brokerage commissions payable to Landlord or Landlord's agent or to others. Landlord may collect the rents from any such reletting and apply the same first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent, and any excess or residue shall operate only as an offsetting credit to reduce the amount of Rent due and owing or paid as a result of acceleration or as the same thereafter becomes due and payable hereunder; provided that the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely. No such reentry, repossession, repairs, alterations, additions, or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord's part to terminate this Lease, or shall operate to release Tenant in whole or in part from any of Tenant's obligations hereunder unless a written notice of such intention is given to Tenant, and Landlord may, at any time and from time to time xxx and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting. C. In the event of the termination of this Lease pursuant by Landlord as provided for by subparagraph 20.02(B) above, Landlord shall be entitled to Section 17.1recover from Tenant all damages and other sums which Landlord is entitled to recover under any provision of this Lease or at law or equity, (b) including, but not limited to, all the repossession fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the Propertyprovisions of this Lease, (c) which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorneys' fees incurred by Landlord in the failure enforcement of Landlordits rights and remedies hereunder and, notwithstanding reasonable good faith effortsin addition, to relet the Propertyany damages provable by Landlord as a matter of law including, (d) the reletting of all or any portion thereofwithout limitation, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect an amount equal to the Property to, and including, excess of the Rent provided to be paid for the remainder of the term of the Lease over the fair market rental value of the Premises (determined at the date of termination of this Lease) after deduction of all anticipated expenses of reletting. D. All amounts owed by Tenant to Landlord under this Lease shall be deemed additional rent and unless otherwise provided, and (other than the Base Rent and Additional Rent which shall be due as provided) shall be paid within ten (10) days from the date Landlord renders a statement of account therefor to Tenant. All such terminationamounts (including Base Rent and Additional Rent) shall bear interest from the date due until the date paid at the annual rate of eighteen percent (18%) or at the then maximum legal rate of interest, if any, whichever is lower. Thereafter, Tenant shall forthwith pay to Landlord, at all of Landlord's optioncosts, as charges and for liquidated expenses, including without limitation, court costs and agreed current damages for reasonable attorneys' fees, incurred in enforcing Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord's fault, to become involved or concerned. E. If Tenant shall file for protection under the United States Bankruptcy Code now or hereafter in the ordinary course of things would be likely to result therefrom. In making the above determinationseffect, the "worth at the time of the award" or a trustee in subsections (i) and (iii) bankruptcy shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate appointed for Tenant, Landlord and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal Tenant agree, to the discount rate of extent permitted by law, to request that the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the thendebtor-current Fiscal Year orin-possession or trustee-in-bankruptcy, if not determinable, the immediately preceding Fiscal Year, for the remainder of the Term, or such other amount as either party one shall prove reasonably could have been earned during the remainder of the Term appointed, either assume or any portion thereof; or reject this Lease within sixty (b60) without termination of Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leasedays after such appointment.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of If Landlord elects to terminate this Lease pursuant as provided III Section 18.1 above, Landlord shall be entitled to Section 17.1, (b) recover from Tenant the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitheraggregate of: (a) the sum of: (i) the The worth at the time of award of the unpaid Rent which had been rent and charges equivalent to rent earned at as of the time date of termination,the termination hereof; (iib) the The worth at the time of award of the amount by which the unpaid Rent rent and charges equivalent to rent which would have been earned after the date of termination hereof until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; (iiic) the The worth at the time of award of the amount by which the unpaid Rent rent and charges equivalent to rent for the balance of the Term hereof after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be have been reasonably avoided, and; (ivd) any Any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which which, in the ordinary course of things things, would be likely to result therefrom; and (e) Any other amount which Landlord may hereafter be permitted to recover from Tenant to compensate Landlord for the detriment caused by Tenant's default. In making For the above determinationspurposes of this Section, the "time of award" shall mean the date upon which the judgment in any action brought by Landlord against Tenant by reason of such default is entered or such earlier date as the court may determine; the "worth at the time of the award" of the amounts referred to in subsections (iSections 18.2(a) and (iii18.2(b) shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue lesser of the Lease Rate plus three (3) percentage points or the maximum rate permitted by law; and the "worth at the time of the award" of the amount referred to in subsection (iiiSection 18.2(c) shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%l%) per annum. Tenant agrees that such charges shall be recoverable by Landlord under California Code of Civil Procedure Section 1174(b) or any similar, successor or related provision of law. Further, Tenant hereby waives the provisions of California Code of Civil Procedure Section 1174(c) and the Percentage 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 California Civil Code Section 1951.7 or any portion thereof; or (b) without termination other similar, successor or related provision of law providing for Tenant's right to possession satisfy any judgment in order to prevent a forfeiture of this Lease or requiring Landlord to deliver written notice to Tenant of any reletting of the Property, each installment Premises. No acts or efforts of said Rent and Landlord to mitigate damages caused by Tenant's breach or default shall be construed or operate to waive or reduce any damages or other sums payable recoverable by Tenant Landlord hereunder (provided, however, that Landlord shall under no circumstances be obligated to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, so mitigate any other term or covenant of this Leasesuch damages).

Damages. None Neither (i) the termination of this Lease pursuant to Paragraphs 16.1 or 16.4, (ii) the repossession of the following events Leased Property; (iii) the failure of Lessor to relet the Leased Property; nor (iv) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: reletting (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingexcept for proceeds received on subletting). In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. If Lessor voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, ; and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Rate. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None Should Landlord terminate this Lease and Tenant’s right to possession of the following events shall relieve Tenant of its liability Premises due to a default by Tenant, Landlord may exercise all rights and obligations hereunderremedies available to Landlord and California Civil Code Section 1951.2, including the right to recover from Tenant, as damages, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) the sum offollowing: (i) the The worth at the time of award of any unpaid rent and other sums due under the unpaid Rent Lease which had has been earned at the time of such termination,; (ii) the The worth at the time of award of the amount by which the unpaid Rent rent and other sums due under the Lease which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent that rental or other loss Tenant proves could have been reasonably avoided,; (iii) the The worth at the time of award of the amount by which the unpaid Rent rent and other sums due under the Lease for the balance of the Term after the time of award exceeds the amount of such unpaid Rent rental or other loss that Tenant proves could be reasonably avoided, and; (iv) any Any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (v) Such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable law. In making the above determinationsAs used in subparagraphs (i) and (ii) of this Section 17.2, the "“worth at the time of award” is computed by allowing interest at the award" then maximum rate allowed by the usury or similar law, if any. As used in subsections (i) and subparagraph (iii) shall be determined by of this Section 17.2, the court having jurisdiction thereof including interest at the Overdue Rate and the "“worth at the time of the award" in subsection (iii) shall be determined ” is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). All Rent, other than Monthly Fixed Rent, shall be deemed to be the same as for the then-current Fiscal Year orpurposes of calculating any amount due under the provisions of subparagraph (iii) of this Section 17.2, if not determinable, be computed on the basis of the average monthly amount thereof accruing during the immediately preceding Fiscal Yeartwelve (12) month period, for except that, if it becomes necessary to compute such rental before a twelve (12) month period has occurred, then such rental shall be computed on the remainder basis of the Term, or average monthly amount accruing during 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Leaseshorter period.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to ------- subparagraph 15.B.2 above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i) the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,; plus (iib) the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iiic) the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (ivd) any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its Tenant's obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making the above determinationstherefrom including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the premises; (iii) real estate broker's fees, advertising costs; (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. (e) The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (ia) and (iiib) shall be determined of this paragraph, is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the permitted Rate. The "worth at the time of award of the award" amounts referred to in subsection subparagraph (iiic) shall be determined of this Paragraph is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank Board of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent ). The term "rent" as used in this paragraph shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None A. If Landlord exercises any of the following events remedies provided for in subparagraph 20.02(B) or (C) above, Tenant shall relieve surrender possession of and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises. B. If Landlord terminates the right of Tenant to possession of its liability and obligations hereunderthe Premises without terminating this Lease, all of which shall survive any such termination, repossession or reletting: (a) the termination of this possession shall not release Tenant, in whole or in part, from Tenant's obligation to pay Rent hereunder for the full Lease pursuant Term. Furthermore the present value (such present value to Section 17.1, be computed on the basis of a per annum discount rate equal to seven percent (b7%)) the repossession of the Propertyaggregate amount of Rent for the period from the date stated in the notice terminating possession to the date of the expiration of the Lease Term absent such termination shall, (c) at the failure option of Landlord, notwithstanding reasonable good faith effortsbe immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to relet the Property, (d) the reletting immediate recovery of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon any such relettingamounts. In the event of any such terminationalternative, Landlord shall have the right from time to time to recover from Tenant (without the need to commence new process), and Tenant shall forthwith pay to Landlord remain liable for, all Rent due not theretofore accelerated and payable with respect paid pursuant to the Property toforegoing sentence, and including, as well as for any other sums thereafter accruing as they become due under this Lease during the period from the date of such terminationnotice of termination of possession to the date the Lease Term would expire if not terminated early. ThereafterIn any such case, Landlord may, but shall be under no obligation to (except to the extent required by law), relet the Premises or any part thereof for the account of Tenant shall forthwith pay to Landlordfor such rent, at for such time (which may be for a term extending beyond the Lease Term) and upon such terms as Landlord in Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent 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 award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) sole discretion shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paiddetermine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting; provided, however, that any Rent received by reason of such reletting shall be applied as described below. Also, in any such case, Landlord may enforcechange the locks or other entry devices of the Premises and make repairs, by action alterations and additions in or otherwise, any other term or covenant of this Lease.to the Premises

Damages. None Neither (i) the termination of this Lease pursuant to Section 16.1, (ii) the repossession of the following events Leased Property; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; nor (iv) the reletting of all or any portion thereof, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: reletting (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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 relettingexcept for proceeds received on subletting). In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, to and including, including the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either:. (a) Lessor shall not be deemed to have terminated this Lease unless Lessor delivers written Notice to Lessee of such election. If Lessor voluntarily elects to terminate this Lease upon an Event of Default, then in addition to all remedies available to Lessor, 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 tthe time of award exceeds the amount of such unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, ; and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "Rate. The worth at the time of award of the award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the Notwithstanding termination of this Lease and reentry by Landlord pursuant to Section 17.118, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, Landlord shall be entitled to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for recover from Tenant's default, and not as a penalty, either: (a) the sum of: (i) the 19.4.1 The worth at the time of an award (including interest at the rate set forth in Section 33.8), of the any unpaid Rent rent which had been earned at by Landlord prior to the time of termination,; plus [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (ii) the 19.4.2 The worth at the time of an award (including interest at the rate set forth in Section 33.8), of the amount by which the unpaid Rent rent which would have been earned after termination until the time of an award exceeds the amount of such unpaid Rent loss of rent that Tenant proves could have been reasonably avoided,; plus (iii) the 19.4.3 The worth at the time of an award of the amount by which the unpaid Rent rent and additional rent for the balance of the Term after the time term of award this Lease (as extended, if at all prior to termination) exceeds the amount of such unpaid Rent loss of rent and additional rent that Tenant proves could have been reasonably avoided (including interest at the rate set forth in Section 33.8 from the date of the award until paid). Such worth of the time of award shall be reasonably avoidedcomputed at the discount rate of the Federal Reserve Bank of San Francisco, andor successor Federal Reserve Bank, on the date of termination; plus (iv) 19.4.4 The unamortized amount, over the initial Term, of any abated rent at the commencement of the Term and the unamortized Allowance plus brokers commissions and other costs incurred by Landlord in connection with this Lease; plus 19.4.5 Any other amount necessary to compensate Landlord for all the detriment damage proximately caused by XxxxxxTenant's failure to perform its Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate and the "worth at the time of the award" in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease.

Damages. None of the following events shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such terminationthis Lease is terminated pursuant to Subparagraph 15.B.2 above, Tenant or otherwise, Landlord shall forthwith pay be entitled to Landlord all Rent due and payable with respect to damages in the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, eitherfollowing sums: (a) the sum of: (i) a. the worth at the time of award of the unpaid Rent rent which had has been earned at the time of termination,: plus (ii) b. the worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; plus (iii) c. the worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that the Tenant proves could be reasonably avoided, ; and (iv) d. any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its tenant's obligations under this Lease Lease, or which in the ordinary course of things would be likely to result therefrom. In making therefrom including, without limitation, the above determinationsfollowing: (I) expenses fro cleaning, repairing or restoring the Premises; (ii) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting, 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, advertising costs and other expenses of reletting 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. e. the "worth at the time of the award" of the amounts referred to in subsections Subparagraphs (ia) and (iiib) shall be determined of this Paragraph, is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the Permitted Rate. The "worth at the time of the award" of the amounts referred to in subsection Subparagraph (iiic) shall be determined of this Paragraph is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate rat of the Federal Reserve Bank reserve Board of San Francisco at the time of the award plus one percent (1%) and ). The term "rent" as used in the Percentage Rent Paragraph shall be deemed include all sums required 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable paid by Tenant tenant to Landlord under pursuant to the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 terms of this Lease.

Damages. None (i) The first paragraph appearing in Section 16.3 of the following events Original Lease shall be amended and restated to read, in its entirety, as follows: (i) The termination of this Lease; (ii) the repossession of the Leased Property and any Capital Additions of the Facilities; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property or any portion thereof; (iv) the reletting of all or any portion of 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 Tenant Lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon . If any such reletting. In the event of any such terminationtermination occurs, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Leased Property to, of the Facilities to and including, including the date of such termination. Thereafter, Tenant following any such termination, Lessee shall forthwith pay to LandlordLessor, at Landlord's Lessor’s option, as and for liquidated and agreed current damages for Tenant's defaultan Event of Default by Lessee, and not as a penalty, either: (a) 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 phrase “with respect to the worth at the time terminated Facility” appearing in each of award subsections “(a)” through “(d)” of Section 16.3 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 unpaid Rent that Tenant proves could have been reasonably avoided,Original, shall each be deleted in their entirety. (iii) the worth at the time of award The second-to-last paragraph appearing in Section 16.3 of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such unpaid Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Original Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate amended and the "worth at the time of the award" restated to read, in subsection (iii) shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same its entirety, as for the then-current Fiscal Year orfollows: “Alternatively, if Lessor does not determinableelect to terminate this Lease, the immediately preceding Fiscal Yearthen Lessee shall pay to Lessor, at Lessor’s option, as and for the remainder agreed damages for such Event 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) Default without termination of Tenant's Lessee’s right to possession of the Leased Property, each installment of said Rent (including the monthly Allocated Minimum Rent and other sums payable by Tenant Lessee to Landlord Lessor under the this Lease as the same becomes due and payablepayable with respect to the Leased Property), which Rent and other sums shall bear together with interest at the Overdue Rate from the date when due until paid, and Landlord Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.” (iv) The last paragraph appearing in Section 16.3 of the Original Lease is hereby deleted in its entirety.

Damages. None Neither (a) the termination of this Lease pursuant to Section 16.1, (b) the repossession of the following events Leased Property, nor (c) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property, shall relieve Tenant Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent due and payable with respect to the Property to, through and including, including the date of such termination. ThereafterLessor shall not be deemed to have terminated this Lease unless Lessor delivers Notice to Lessee of such election. If Lessee voluntarily elects to terminate this Lease, Tenant shall forthwith pay then in addition to Landlordall remedies available to Lessor, at Landlord's option, as and for liquidated and agreed current damages for Tenant's default, and not as a penalty, either: (a) 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 unpaid Rent rental loss that Tenant 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 unpaid Rent rental loss that Tenant Lessee proves could be reasonably avoided, and and (iv) any other amount necessary to compensate Landlord Lessor for all the detriment proximately caused by XxxxxxLessee'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. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (i) and (iiiii) shall be determined above is computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and 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 award" amount referred to in subsection subparagraph (iii) shall be determined is computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None If Tenant fails to make any rental or Additional Rental or other payment required by the provisions of this Lease within ten (10) days after written notice that the same was not paid when due, or, subject to Section 34.3(b), fails within fifteen (15) days after written notice thereof to commence actions to correct any breach or default in performing any covenants, terms or conditions of this Lease other than nonpayment of rent or Additional Rental or fails to continuously and diligently prosecute such actions to completion after commenced (with diligence being determined based on customary industry practice), or if Tenant abandons the demised premises before the end of the following events term, Landlord shall relieve Tenant of its liability have the right at any time thereafter to elect to terminate this Lease and obligations Tenant's right to possession hereunder. The foregoing cure periods (including pursuant to Section 34.3(b)) shall run concurrently with, all of which and shall survive not be in addition to, any statutory cure periods. Upon such termination, repossession or reletting: (a) Landlord shall. have the termination of this Lease pursuant right to Section 17.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Property to, and including, the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's option, as and for liquidated and agreed current damages for recover against Tenant's default, and not as a penalty, either: (a) the sum of: (i) the The worth at the time of award of the unpaid Rent rent which had been earned at the time of termination,; (iib) the The worth at the time of award of the amount by which the unpaid Rent rent which would have been earned after termination until the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could have been reasonably avoided,; (iiic) the The worth at the time of award of the amount by which the unpaid Rent rent for the balance of the Term term after the time of award exceeds the amount of such unpaid Rent rental loss that Tenant proves could be reasonably avoided, ; and (ivd) any Any other amount necessary to compensate Landlord for all the detriment proximately caused by XxxxxxTenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the The "worth at the time of the award" of the amounts referred to in subsections subparagraphs (ia) and (iiib) above shall be determined computed by the court having jurisdiction thereof including allowing interest at the Overdue Rate and the "ten percent (10%) per annum. The worth at the time of award of the award" amount referred to in subsection subparagraph (iiic) shall be determined computed by the court having jurisdiction thereof using a discount rate equal to discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due and payable, which Rent and other sums shall bear 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 Lease).

Damages. None Neither (a) the termination of this lease as to all or any of the following events Demised Premises pursuant to Section 15.2; (b) the repossession of all or any of the Demised Premises after an Event of Default; nor (c) the failure of Lessor to collect or receive any rentals due upon any such reletting after an Event of Default, shall relieve Tenant lessee of its liability liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting: (a) the . If any Event of Default shall have occurred and be continuing and notwithstanding any termination of this Lease pursuant to Section 17.115.1, (b) the repossession of the Property, (c) the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the Property, (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. In the event of any such termination, Tenant Lessee shall forthwith pay to Landlord Lessor all Rent and other sums due and payable with respect hereunder to the Property to, and including, including without limitation the date of such termination. Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's optionon the days on which the Fixed Rent or Supplemental Rent, as and for liquidated and agreed current damages for Tenant's defaultapplicable, and not as a penalty, either: (a) 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 are payable under this Lease or would have been earned after termination payable under this Lease if the same had not been terminated pursuant to Section 15.1 and until the time end of award exceeds the Term hereof or what would have been the Term in the absence of such termination, Lessee shall pay Lessor, as current liquidated damages (it being agreed that it would be impossible accurately to determine actual damages) an amount equal to the Fixed Rent and supplemental Rent that are payable under this Lease or would have been payable by lessee hereunder if this lease had not been terminated pursuant to Section 15.1, less the net proceeds, if any, which are actually received by Lessor with respect to the period in question of any reletting of any Demised Premises or any portion thereof. In calculating the amount of such unpaid Rent that Tenant proves could have been reasonably avoided, net proceeds from reletting, there shall be deducted all of Lessor’s reasonable expenses in connection therewith, including without limitation repossession costs, brokerage or sales commissions, fees and expenses for counsel and any necessary repair or alteration costs and expenses incurred in preparation for such reletting. At any time after termination of this Lease by Lessor pursuant to Section 15.1, in lieu of collecting any further monthly deficiencies as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, as damages, in addition to other amounts owing under the Lease, minus any monthly deficiency amounts previously recovered from Lessee, an amount equal to the present value (iii) discounted to the worth date of such breach at the time rate of award not more than four percent per annum) of the amount by which Rent reserved in the unpaid Rent for lease from the balance date of such Event of Default to the date of expiration of the initial Term after (or extended Term if the time Event of award exceeds Default occurs during an extended Term). To the amount extent Lessor receives any damages pursuant to this Section 15.4, such amounts shall be regarded as amounts paid on account of such unpaid Rent Rent. Lessee specifically acknowledges and agrees that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. In making the above determinations, the "worth at the time of the award" in subsections (i) and (iii) Section 15.4 shall be determined by the court having jurisdiction thereof including interest at the Overdue Rate absolute and the "worth at the time of the award" in subsection (iii) unconditional under any and all circumstances and shall be determined by the court having jurisdiction thereof using a discount rate equal to the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%) and the Percentage Rent shall be deemed to be the same as for the then-current Fiscal Year orpaid and/or performed, 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 Tenant's right to possession of the Property, each installment of said Rent and other sums payable by Tenant to Landlord under the Lease as the same becomes due case may be, without notice or demand and payablewithout any abatement, which Rent and other sums shall bear interest at the Overdue Rate from the date when due until paidreduction, and Landlord may enforcediminution, by action setoff, defense, counterclaim or otherwise, any other term or covenant of this Leaserecoupment whatsoever.