Common use of Exhibit H Clause in Contracts

Exhibit H. Landlord shall have no responsibility to perform any work or alterations for Tenant (“Alterations”). To the extent that Tenant leases the Expansion Space or the Unoccupied Space and performs alterations in such spaces, the parties hereto have agreed that Tenant shall so perform all such Alterations to the extent and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse Tenant for part of the costs and expenses incurred in connection therewith as provided below. Tenant shall promptly submit to Landlord, for the review and consent of Landlord’s architect and Landlord, such consent of Landlord not to be unreasonably withheld (except as to any proposed structural Alterations of the Premises or Alterations which affect a building system as to which Landlord need not be reasonable), architectural, electrical and mechanical working drawings and specifications showing the proposed Alterations of the Premises (the “Work Area”) as desired by Tenant and in keeping with the design, construction and equipment of the Building and in conformity with its standards, all in such form and in such detail as may be reasonably required by Landlord. The working drawings and all specifications to be submitted to the Landlord as aforesaid shall be prepared by a competent architect licensed in the State of Utah (in consultation with a competent engineer licensed in. the State of Utah where required by the nature of the Alteration), reasonably satisfactory to the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications and in connection with securing the aforesaid consent thereof by Landlord and with the securing by the Tenant of such consents as, by reason of the nature of the Alterations shown on said working drawings and specifications, may be required from any governmental or quasi- governmental authorities.

Exhibit H. The Landlord hereby covenants and agrees to (i) timely exercise all extension options under the Master Lease, (ii) make all rent payments required under the Master Lease one full month prior to their due date, (iii) timely comply with all applicable terms of the Master Lease and (iv) at all times keep the Master Lease in full force and effect throughout the term of this Lease (as the same may be extended pursuant to the terms hereof), and not exercise any right to terminate the Master Lease for any reason, without the prior written consent of Tenant. Landlord shall have provide Tenant with a simultaneous copy of all notices of default issued to Master Landlord. In amplification and not in limitation of the foregoing, in no responsibility to perform event shall the Landlord exercise the right of termination set forth in Article 13 of the Master Lease such that the Master Lease will terminate at any work or alterations for Tenant (“Alterations”)time during the term of this Lease. To If the extent Master Lease terminates, this Lease shall terminate, and the parties shall be relieved from all liabilities and obligations under this Lease, except as expressly provided herein; provided, however, that Tenant leases if this Lease terminates as a result of a default of one of the Expansion Space parties under this Lease or the Unoccupied Space and performs alterations in such spacesMaster Lease or both, the parties hereto have agreed defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of the termination, excluding any indirect or consequential damages, except as expressly provided herein; and provided, further, that if the Master Lease terminates as a result of the acquisition of the ownership of the fee interest in the Property by the Landlord or any affiliate of Landlord, notwithstanding the foregoing, this Lease shall remain in full force and effect, subject to the remaining terms and conditions hereof, and the Landlord shall recognize the Tenant as the tenant under this Lease, and the Tenant shall so perform all such Alterations to the extent and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse Tenant for part of the costs and expenses incurred in connection therewith as provided below. Tenant shall promptly submit to Landlord, for the review and consent of Landlord’s architect and Landlord, such consent of Landlord not to be unreasonably withheld (except as to any proposed structural Alterations of the Premises or Alterations which affect a building system as to which Landlord need not be reasonable), architectural, electrical and mechanical working drawings and specifications showing the proposed Alterations of the Premises (the “Work Area”) as desired by Tenant and in keeping with the design, construction and equipment of the Building and in conformity with its standards, all in such form and in such detail as may be reasonably required by Landlord. The working drawings and all specifications to be submitted attorn to the Landlord as aforesaid shall be prepared by a competent architect licensed in the State of Utah landlord under this Lease. Landlord hereby covenants and agrees to (in consultation with a competent engineer licensed in. the State of Utah where required by the nature i) not enter into any amendments or modifications of the Alteration)Master Lease hereafter, reasonably satisfactory or to exercise any rights under the Master Lease either of which would adversely and materially affect Tenant’s rights and obligations hereunder, and (ii) not enter into, or allow any affiliate of Landlord to enter into, any understanding, contract, agreement or commitment to purchase the Property or the Premises or any interest therein which would cause this Lease to terminate or be affected in a material and adverse fashion, without in each instance Tenant’s prior written approval. For these purposes it would not be considered adverse to Tenant if Landlord were to enter into an agreement with Master Landlord which extended the term of the Master Lease and increased the rent due thereunder. Landlord shall promptly provide Tenant with copies of all formal notices sent by either Master Landlord or Landlord under the Master Lease. The Landlord hereby represents and warrants to the Landlord, who shall be engaged by the Tenant and who, at for the Tenant’s expenseexclusive benefit that (i) the matters set forth in Exhibit H-1 are true, shall furnish all architectural correct and engineering services necessary complete, (ii) Landlord has made commercially reasonable efforts to secure Master Landlord’s consent to this Lease, and to a subordination, non-disturbance and attornment agreement and to an estoppel certificate for the preparation benefit of said working drawings Tenant with respect hereto, and specifications and in connection with securing the aforesaid Master Landlord has refused, Master Landlord has stated that it will not grant its consent thereof by Landlord and with the securing by the Tenant of such consents as, by reason to any sublease for any portion of the nature Property nor will it grant an estoppel certificate or subordination, non-disturbance and attornment agreement for the benefit of a tenant occupying, or a tenant or lender having rights in, any portion of the Alterations shown on said working drawings Property (or in Landlord), and specificationsto Landlord’s knowledge, may be Master Landlord has never granted any such consent, estoppel certificate or subordination, non-disturbance and attornment agreement, including, without limitation, to Landlord’s current lender, (iii) to Landlord’s knowledge, Master Landlord has never objected to, interfered with or raised an issue with respect to a tenant occupying a portion of the Property, or refused to recognize a sublease with respect to the Property, (iv) neither Landlord nor any affiliate of Landlord has any option to purchase the Property, and Landlord has not received notice of, nor does it know of any expenses or other monies owed by it or to it from the Master Landlord under the Master Lease, and (v) neither under the terms of the Master Lease or otherwise is Landlord required to secure any consent or approval from Master Landlord in order to enter into this Lease, or to sublease any governmental or quasi- governmental authoritiesof the Property to any tenant.

Exhibit H. Landlord As soon as practicable after October 31, 2008, HBC shall have no responsibility determine the actual Sale Volume for the Territory for the period ended October 31, 2008 in order to perform any work or alterations for Tenant calculate the final amount due by Distributor in accordance with the formula set forth in Exhibit E (the “AlterationsFinal Buy-Out Contribution”). To As soon as practicable after Distributor’s receipt of the extent that Tenant leases amount of the Expansion Space or the Unoccupied Space and performs alterations in such spacesFinal Buy-Out Contribution, the parties hereto shall cause the available amount of the LOC to be increased or decreased, as the case may be, to equal the amount of the Final Buy-Out Contribution. From time to time, as and when HBC determines the various applicable amounts due by HBC to acquire the Prior Distribution Rights, HBC may give one or more written notice/s (the “Payment Notice/s”) to Distributor specifying the amount/s to be paid by Distributor to HBC from time to time. The aggregate amount due under all Payment Notices shall not exceed the Estimated Buy-Out Contribution initially, and then the Final Buy-Out Contribution, when that amount has been determined. If Distributor fails to pay HBC the amount set forth in any Payment Notice/s within seven (7) business days after delivery of such Payment Notice/s to Distributor, HBC shall be entitled to draw under the LOC the amount/s set forth in the Payment Notice/s, without prejudice to any other rights and remedies that HBC may have agreed that Tenant under this Agreement or at law. All Payment Notices shall so perform be sent to the address set forth in Section 36. Distributor shall be and remain obligated to pay to HBC any shortfall between the Final Buy-Out Contribution and the aggregate amount received by HBC under the LOC and all such Alterations Payment Notices. Distributor, with the commercially reasonable cooperation of HBC, may, from time to time, cause the available amount of the LOC to be reduced to the extent of payments made by Distributor to HBC pursuant to the Payment Notices, and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse Tenant for part may cause the cancellation of the costs LOC at such time that the aggregate of such payments made by the Distributor, plus any amounts drawn under the LOC under this Section, equal the Final Buy-Out Contribution. The parties acknowledge and expenses incurred agree that in connection therewith as provided below. Tenant shall promptly submit determining the Final Buy-Out Contribution it will be necessary for HBC to Landlord, for the review make allocations and consent of Landlord’s architect and Landlord, such consent of Landlord not to be unreasonably withheld (except as to any proposed structural Alterations estimates of the Premises or Alterations which affect a building system as to which Landlord need not be reasonable), architectural, electrical and mechanical working drawings and specifications showing the proposed Alterations Sales Volumes of the Premises (the “Work Area”) as desired by Tenant and Products in keeping with the design, construction and equipment certain portions of the Building and in conformity with its standards, all in Territory based upon such form and in such detail information as may be made available to it by prior HBC distributors. HBC agrees that in making any such allocations or estimates it shall be required to and shall act reasonably required and in good faith. HBC shall provide to Distributor copies of the written records relied upon by LandlordHBC to reasonably allocate, estimate and determine the Final Buy-Out Contribution, for review by Distributor, and Distributor hereby agrees to maintain such information and records in strict confidence. The working drawings Final Buy-Out Contribution paid by Distributor to HBC shall be used by HBC to acquire or terminate the Prior Distributor Rights (including without limitation, any payments due to Anheuser-Xxxxx, Inc.) and all specifications any shortfall necessary to accomplish that goal shall be borne by HBC and any excess shall be paid to and/or retained by HBC. “Sale Volume” means the aggregate number of cases of Products sold and to be submitted sold by any prior distributors and to the Landlord as aforesaid shall be prepared sold by a competent architect licensed Distributor in the State Territory or referenced portion thereof during the twelve (12) month period ended on a referenced date. For the avoidance of Utah (in consultation with a competent engineer licensed in. doubt, HBC shall acquire, terminate or replace the State of Utah where required by Prior Distributor Rights and bear the nature deficiency, if any, between the amount of the Alteration)Final Buy-Out Contribution and the cost of acquiring or terminating the Prior Distributor Rights, reasonably satisfactory to whether or not the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications and in connection with securing the aforesaid consent thereof by Landlord and with the securing by the Tenant of such consents as, by reason of the nature of the Alterations shown on said working drawings and specifications, may be required from any governmental or quasi- governmental authoritiesFinal Buy-Out Contribution is sufficient.

Exhibit H. RENEWAL OPTION Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for one additional period of five (5) years, by delivering written notice of the exercise thereof to Landlord not earlier than twelve (12) months nor later than nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "PREVAILING RENTAL RATE"), at the commencement of such extended Term, for renewals of space in the Building of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account. Within 30 days after receipt of Tenant's notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Basic Rent, if any, and the other terms and conditions offered. Tenant shall, within ten days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant timely notifies Landlord that Tenant accepts Landlord's determination of the Prevailing Rental Rate, then, on or before the commencement date of the extended Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Tenant shall have no responsibility further renewal option unless expressly granted by Landlord in writing; (c) Landlord shall lease to perform any work or alterations for Tenant (“Alterations”). To the extent that Tenant leases the Expansion Space or the Unoccupied Space and performs alterations Premises in such spacestheir then-current condition, the parties hereto have agreed that Tenant shall so perform all such Alterations to the extent and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements; and (d) Tenant shall pay for part the parking spaces which it is entitled to use at the rates from time to time charged to patrons of the costs Parking Area and/or any other parking area associated with the Building during the extended Term (plus all applicable taxes). If Tenant rejects Landlord's determination of the Prevailing Rental Rate, or fails to timely notify Landlord in writing that Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate, time being of the essence with respect thereto, Tenant's rights under this Exhibit shall terminate and expenses incurred in connection therewith as provided below. Tenant shall promptly submit have no right to Landlord, for the review and consent of Landlord’s architect and Landlord, such consent of Landlord not renew this Lease. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to be unreasonably withheld (except as to any proposed structural Alterations possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or Alterations which affect sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, or (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the date of this Lease. EXHIBIT I GUARANTY As a building system as material inducement to which Landlord need not be reasonableto enter into the Lease, dated _______________, 200__ (the "LEASE"), architecturalbetween MDI Technologies, electrical as Tenant, and mechanical working drawings WHWPP Real Estate Limited Partnership, as Landlord, Panoramic Care Systems, Inc. ("GUARANTOR") hereby unconditionally and specifications showing irrevocably guarantees the proposed Alterations complete and timely performance of each obligation of Tenant (and any assignee) under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute, primary, and continuing, guaranty of payment and performance and is independent of Tenant's obligations under the Lease. Guarantor (and if this Guaranty is signed by more than one person or entity, each Guarantor hereunder) shall be primarily liable, jointly and severally, with Tenant and any other guarantor of Tenant's obligations. Guarantor waives any right to require Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any security given to secure Tenant's obligations under the Lease, or (c) pursue or exhaust any other remedy in Landlord's power. Until all of Tenant's obligations to Landlord have been discharged in full, Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend or otherwise modify any or all of the Premises (the “Work Area”) as desired by Tenant and in keeping with the design, construction and equipment terms of the Building and Lease, or fail to perfect, or fail to continue the perfection of, any security interests granted under the Lease. Guarantor waives any right to participate in conformity with its standards, all in such form and in such detail as may be reasonably required any security now or hereafter held by Landlord. Guarantor hereby waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, dishonor and notices of acceptance of this Guaranty, and waives all notices of existence, creation or incurring of new or additional obligations from Tenant to Landlord. Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law, other than payment and performance in full of Tenant's obligations under the Lease. The working drawings liability of Guarantor under this Guaranty will not be affected by (1) the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (2) the rejection or disaffirmance of the Lease in any such proceeding; or (3) the cessation from any cause whatsoever of the liability of Tenant under the Lease. Guarantor shall pay to Landlord all specifications costs incurred by Landlord in enforcing this Guaranty (including, without limitation, reasonable attorneys' fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements, as therein provided, shall be submitted deemed to also require the Guarantor hereunder to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lease. This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor and shall inure to the Landlord as aforesaid shall be prepared by a competent architect licensed in the State benefit of Utah (in consultation with a competent engineer licensed inLandlord's successors and assigns. the State of Utah where required by the nature of the Alteration)PANORAMIC CARE SYSTEMS, reasonably satisfactory to the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications and in connection with securing the aforesaid consent thereof by Landlord and with the securing by the Tenant of such consents as, by reason of the nature of the Alterations shown on said working drawings and specifications, may be required from any governmental or quasi- governmental authorities.INC. By: ----------------------------------- Name: ----------------------------------- Title: -----------------------------------

Exhibit H. Tenant's Option to Purchase --------------------------- Provided that no Event of Default has occurred hereunder, Tenant shall have a right to purchase the Building to be exercised prior to August 31, 1997, time being of the essence, upon the following terms and conditions: 1. The purchase price ("Purchase Price") for the Building shall be (a) $7,356,870.00, based on a price of $90.00 per rentable square foot; plus (b) if Tenant exercises its purchase option hereunder after ACT and/or Lexicon vacate the Building, the Landlord's cost of carrying the ACT Space or the Lexicon Space during Tenant's 30- and 90-day fit-up periods, respectively (including lost rent at the rate of $9.00 per square foot per annum), plus a pro rata share of Additional Rent, as defined in Article 4 of the Lease; plus (c) the cost of Landlord's Building Improvements. 2. Tenant shall notify Landlord of its intent to purchase the Building by written notice ("Tenant's Notice") to Landlord prior to August 31, 1997, a copy of which shall be accompanied with a deposit of 10% of the Purchase Price to be sent simultaneously to Whittier Partners, the Tenant's Notice to be in the form attached to this EXHIBIT H as EXHIBIT H-1. Upon receipt of an executed original of Tenant's Notice, Landlord shall promptly execute and deliver to Tenant an executed copy thereof. 3. Notwithstanding the foregoing, Tenant's right to give Tenant's Notice and exercise this purchase option shall terminate on June 1, 1997, July 1, 1997, or August 1, 1997, unless prior to each such date, Tenant has paid to Landlord a non-refundable sum of $10,000.00 in each case in order to retain Tenant's purchase option for the next succeeding month. Time is of the essence of each such date. 4. If (a) Tenant (i) does not timely exercise its purchase right as set forth above or (ii) fails to pay the non-refundable sums of $10,000.00 to Landlord prior to June 1, July 1, or August 1, as the case may be, as set forth above or (iii) fails to otherwise fulfill the conditions hereunder or set forth in Tenant's Notice, Tenant's right to purchase the Building shall terminate and shall be null and void, and Landlord shall have no responsibility further obligation to perform any work or alterations for Tenant (“Alterations”). To the extent that Tenant leases the Expansion Space or the Unoccupied Space and performs alterations in such spaces, the parties hereto have agreed that Tenant shall so perform all such Alterations to the extent and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse Tenant for part of the costs and expenses incurred in connection therewith as provided below. Tenant shall promptly submit to Landlord, for the review and consent of Landlord’s architect and Landlord, such consent of Landlord not to be unreasonably withheld (except as to any proposed structural Alterations of the Premises or Alterations which affect a building system as to which Landlord need not be reasonable), architectural, electrical and mechanical working drawings and specifications showing the proposed Alterations of the Premises (the “Work Area”) as desired by Tenant and in keeping with the design, construction and equipment of sell the Building to Tenant, and may sell the Building to another party upon such terms and conditions as Landlord may deem appropriate, free and clear of any rights in conformity with its standards, all in such form and in such detail as may be reasonably required by Landlord. The working drawings and all specifications to be submitted to the Landlord as aforesaid shall be prepared by a competent architect licensed in the State favor of Utah (in consultation with a competent engineer licensed in. the State of Utah where required by the nature of the Alteration), reasonably satisfactory to the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications and in connection with securing the aforesaid consent thereof by Landlord and with the securing by the Tenant of such consents as, by reason of the nature of the Alterations shown on said working drawings and specifications, may be required from any governmental or quasi- governmental authoritiescontained herein.

Exhibit H. Landlord PERSONAL GUARANTY OF LEASE In consideration of the execution of that certain Lease Agreement between PRINCIPAL DEVELOPMENT INVESTORS, L.L.C., as Lessor, QUALITY CARE SERVICES, INC., as Lessee, dated October 20, 1999, the following individual(s): GREG XXXXXXXX xxxeby guarantee to said Lessor, it's successor and assigns the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by lessee, its successors and assigns, and expressly agrees that the validity of this Guaranty, and the obligation of the undersigned hereunder shall have in no responsibility way be terminated, affected or impaired by reason of any assertion of Lessor, its successors or assigns, or failure to perform enforce any work of the terms, covenants or alterations conditions of said Lease Agreement or the Guaranty, or the granting of any indulgence or extension of time to Lessee, all of which may be given or done without notice to the undersigned. Mr. Xxxxxxxx xxxl provide a personal guarantee for Tenant the amount of Three Hundred Fifty Thousand and no/100 Dollars (“Alterations”$350,000.00). To Quality Care Services, Inc., may replace Mr. Xxxxxxxx'x xxxsonal guarantee at any time with an Irrevocable Letter of Credit for the extent that Tenant leases the Expansion Space or the Unoccupied Space and performs alterations in such spaces, the parties hereto have agreed that Tenant shall so perform all such Alterations to the extent and in .the manner as hereinafter provided in this Exhibit H and Landlord shall reimburse Tenant for part same amount. The amount of the costs personal guarantee, or Letter of Credit if replaced, shall be reduced by twenty percent (20%) per year and expenses incurred will retire after five (5) years, as long as the Tenant is not in connection therewith as provided belowdefault to any and all terms in the lease document. Tenant The undersigned agrees that the obligations of Guarantor hereunder shall promptly submit to Landlordnot be released by Lessor's receipt, application or release of any security given for the review performance and consent observance of Landlord’s architect and Landlord, such consent of Landlord not any covenant or condition contained in the Lease to be unreasonably withheld (except as to kept, performed or observed by Lessee, nor by any proposed structural Alterations modification of the Premises Lease, regardless of whether Guarantor consents thereto or Alterations which affect a building system as to which Landlord need not be reasonable), architectural, electrical and mechanical working drawings and specifications showing the proposed Alterations of the Premises (the “Work Area”) as desired by Tenant and in keeping with the design, construction and equipment of the Building and in conformity with its standards, all in such form and in such detail as receives notice thereof. The undersigned agrees that it may be reasonably required by Landlord. The working drawings and all specifications to be submitted to the Landlord as aforesaid shall be prepared by a competent architect licensed joined in the State of Utah (in consultation with a competent engineer licensed in. the State of Utah where required by the nature of the Alteration), reasonably satisfactory to the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications and any action against Lessee in connection with securing the said obligations of Lessee and recovery may be had against Guarantor in any such action. Lessor may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Lessee or its successors and assigns, or may pursue any other remedy or apply any security it may hold, and Guarantor hereby waives all right to assert or plead at any time any statue of limitations relating to the Lease, the obligations or Guarantor hereunder and any and all surety or other defenses in the nature thereof. The undersigned agrees that in the event Lessee shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or similar relief under any present or future provision of the National Bankruptcy Act, or if such a petition filed by creditors of Lessee shall be approved by a Court, or if Lessee shall seek judicial readjustment of the rights of its creditors under any present or future federal state law or if a receiver of all or part of its property and assets is appointed by any state or federal court, and in any such proceeding the aforesaid consent thereof by Landlord Lease Agreement shall be terminated or rejected, or the obligations of Lessee thereunder shall be modified the undersigned will immediately (a) pay to Lessor, or its successors or assigns, an amount equal to all unpaid fixed and additional rent accrued to the date of such termination, rejection or modification not to exceed the guaranteed amount mentioned above, plus (b) at the option of Lessor, its successors and assignees, either (i) pay to Lessor, or its successors or assignees, an amount equal to the then cash value of the rent and additional rent, not to exceed the guaranteed amount mentioned above, which would be have been payable under said Lease Agreement for the unexpired portion of the term thereby demised if it had not been terminated, rejected or modified, less the then cash rental value of the leased premises for such unexpired portion of the term of said Lease Agreement, taking into consideration the Lease Agreement is modified, if such is the case, or (ii) if term of said Lease Agreement is terminated, rejected, executed and delivered to said Lessor, or its successors or assignees as Lessor, a new Lease agreement shall be delivered to the undersigned as Lessee for the balance of the term and upon the same terms and conditions as are set forth in the said Lease Agreement for the balance of the term then remaining as provided in said Lease Agreement, and will pay Lessor interest on the amounts which become payable and are designated in (a) and (b) (i) above, not to exceed guaranteed amount mentioned above, at twelve percent (12%) per annum from the date of such termination, rejection or modification to the date of payment. Neither the undersigned's obligation to make payment in accordance with the securing terms of this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed, released, or limited in any manner whatsoever by the Tenant of such consents asan impairment, by reason modification, change, release or limitation of the nature liability of Lessee or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Alterations shown on said working drawings and specificationsNational Bankruptcy Act or other statute, may be required or from the decision of any governmental or quasi- governmental authoritiesCourt.