Common use of Intentionally Omitted Clause in Contracts

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Intentionally Omitted. IfPromptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, except as expressly provided herein, any Lender the Indemnified Person shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment if a claim in respect of thereof is to be made against any principal of or interest on any of its Revolving Loans or participations Indemnifying Person, notify such Indemnifying Person in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion writing of the aggregate amount claim or the commencement of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than that action; provided, however, that the proportion received by failure to notify such Indemnifying Person shall not relieve it from any other similarly situated Lender, then liability which it may have under the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans indemnification provisions of other Lenders this Section 9.2 except to the extent necessary so that it has been materially prejudiced by such failure and, provided, further that the benefit of all failure to notify such payments Indemnifying Person shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if not relieve it from any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored liability which it may have to the extent of such recovery, without interest, and (ii) an Indemnified Person otherwise than under the provisions of this paragraph Section 9.2. If any such claim or action shall not be construed brought against an Indemnified Person, and it shall notify any Indemnifying Person thereof, such Indemnifying Person shall be entitled to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesparticipate therein and, to the extent that it may effectively do so under applicable lawwishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Indemnifying Person to the Indemnified Person of its election to assume the defense of such claim or action, such Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both an Indemnifying Person, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to the Indemnifying Person, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless: (i) the employment thereof has been specifically authorized by Borrower in writing; or (ii) in such claims or action there is, in the reasonable opinion of independent counsel, a conflict concerning any material issue between the position of Borrower and such Indemnified Person in which case if such Indemnified Person notifies Borrower in writing that it elects to employ separate counsel at the expense of Indemnifying Persons, then such counsel shall have the right to assume the defense of such action on behalf of such Indemnified Person; provided, however, that unless, in the reasonable opinion of independent counsel, an actual or potential conflict exists between tow or more Indemnified Persons, Borrower shall not be required to pay the fees and disbursements of more than one separate counsel for all Indemnified Persons. Nothing set forth herein is intended to or shall impair the right of any Lender acquiring a participation pursuant Indemnified Person to retain separate counsel at its own expense. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are reasonable and solely related to the foregoing arrangements defense of a claim for which the Indemnifying Person is required hereunder to indemnify such Indemnified Person. No Indemnifying Person shall be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may exercise against the Borrower rights of set-off and counterclaim with respect be legal defenses available to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationit that are different from or additional to those available to another Indemnified Person.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any Subject to Section 2.12(i), during the Post-Closing Payroll Period Buyer shall establish group medical, dental, vision, pharmaceutical, life insurance, and such participations other insured benefits as are purchased and all maintained by Insignia or any portion IESG for the employees of the payment giving rise thereto is recoveredCompanies following the Closing which satisfy the requirements of clauses (a) and (b) of this Section 2.12, such participations shall be rescinded at the sole cost and expense of Buyer and in the purchase price restored manner described herein. The employees of the Companies and their dependents and beneficiaries which as of the Closing participate (other than those participating pursuant to the extent requirements of Section 4980B of the IRC or Sections 601-608 of ERISA) in the group medical, dental, vision, pharmaceutical, life insurance and other insured benefit plans maintained by Insignia or IESG (the "Insignia/IESG Welfare Plans") for such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than individuals immediately prior to the Borrower or any Subsidiary or Affiliate thereof unless consented to Closing (collectively, the "Covered Employees") shall remain in the Insignia/IESG Welfare Plans for so long as such employees remain employed by either of the Required Lenders Companies during the Post-Closing Payroll Period (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesor, to the extent it may effectively do so Section 4980B of the IRC is applicable, continuing through the end of the Post-Closing Payroll Period if "COBRA" coverage is elected thereunder); provided, that, if participation by the Covered Employees in the Insignia/IESG Welfare Plans during the Post-Closing Payroll Period violates any state or federal law or regulation or the terms of any plan, agreement or insurance policy relating to such Insignia/IESG Welfare Plans, as determined by Insignia or IESG in its sole discretion, the coverage of the Covered Employees under applicable lawsuch plans shall immediately terminate and the Buyer shall immediately cover those Covered Employees under the Buyer Welfare Plans in accordance with this Section 2.12 without giving effect to this clause (f)(i); provided, further, that IESG shall take all reasonable and appropriate actions to amend the terms of any Lender acquiring a participation plan, agreement or insurance policy relating to such Insignia/IESG Welfare Plans in order to permit coverage pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor this Section 2.12(f)(i). Upon expiration of the Borrower Post-Closing Payroll Period, all Covered Employees shall cease to participate in the amount Insignia/IESG Welfare Plans whether or not Buyer has complied with its obligations under this Section 2.12 to establish comparable coverage for such Covered Employees. Other than the Insignia/IESG Welfare Plans, active participation in all other Seller Plans by the employees of such participationthe Companies shall cease upon the Closing (including, without limitation, contributions to 401(k) retirement savings plans and other like ERISA plans).

Intentionally Omitted. If, except as expressly provided herein, If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest sums paid on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion account of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Purchase Price prior to the extent necessary so that Closing (collectively, "Downpayment") are paid by check or checks drawn to the benefit order of all and delivered to Seller's attorney or another escrow agent ("Escrowee"), the Escrowee shall hold the proceeds thereof in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing or sooner termination of this contract and shall pay over or apply such payments shall be shared by all such Lenders ratably proceeds in accordance with the aggregate amount terms of principal of and accrued interest on their respective Revolving Loans and participations this section. Escrowee need not hold such proceeds in LC Disbursements and Swingline Loans; provided that (i) an interest-bearing account, but if any interest is earned thereon, such participations are purchased interest shall be paid to the same party entitled to the escrowed proceeds, and all or the party receiving such interest shall pay any portion income taxes thereon. The tax identification numbers of the payment giving rise thereto is recoveredparties shall be furnished to Escrowee upon request. At the Closing, such participations proceeds and the interest thereon, if any, shall be rescinded paid by Escrowee to Seller. If for any reason the Closing does not occur and the purchase price restored either party makes a written demand upon Escrowee for payment of such amount, Escrow shall give written notice to the extent other party of such recoverydemand. If Escrowee does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, without interestEscrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such 10 day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of a court. However, Escrow shall have the right at any time to deposit the escrowed proceeds and (ii) interest thereon, if any, with the provisions clerk of this paragraph the Supreme Court of the county in which the Land is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be construed deemed to apply be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any payment made by the Borrower pursuant to act or omission on its part unless taken or suffered in bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in accordance connection with the express terms performance of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantEscrowee's duties hereunder, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim except with respect to such participation actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this contract or involving gross negligence on the part of Escrowee. Escrowee has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this contract. If Escrowee is Purchaser's attorney, Escrowee or any member of its firm shall be permitted to act as fully counsel for Purchaser in any dispute as if such Lender were a direct creditor to the disbursement of the Borrower Downpayment or any other dispute between the parties whether or not Escrowee is in possession of the amount of such participationDownpayment and continues to act as Escrowee.

Intentionally Omitted. If, except as expressly provided Notwithstanding anything to the contrary contained herein, any Lender shall, by exercising any Borrower shall have the right of set-off or counterclaim or otherwise, obtain payment in respect to cause the release of any principal Individual Property in order to cure a Default or Event of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in Default related to such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; Individual Property provided that (i) if prior to releasing such Individual Property, Borrower uses commercially reasonable efforts to cure such Default or Event of Default (which efforts shall not require any such participations are purchased and all capital contributions to be made to Borrower or include any portion obligations of Borrower or Guarantor to use any operating income or Rents from the Property other than the Individual Property that is the subject of the payment giving rise thereto is recovered, Default or Event of Default to effectuate such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, cure) and (ii) such Default or Event of Default was not caused by (or at the provisions direction of) Borrower or an Affiliate thereof in bad faith to circumvent the requirements of this paragraph Section 2.5.1 (a “Default Release”). In connection with any Default Release, Borrower shall be required to satisfy the conditions set forth in this Section 2.5.1, except that (I) Borrower shall not be construed required to apply to any payment made by satisfy the Borrower pursuant to and condition set forth in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, Section 2.5.1(a)(ii) to the extent it may effectively do so under applicable lawany such Event of Default relates to the Individual Property that is the subject of the Default Release and (II) Borrower shall not be required to satisfy the condition set forth in Section 2.5.1(a)(v) and provided, further, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor any transfer of the Individual Property related to such Default Release to an Affiliate of Borrower, Borrower provides an Additional Insolvency Opinion addressing such transfer to an Affiliate. Any prepayment of the Loan in connection with a Default Release shall be deemed a voluntary prepayment, and shall be subject to satisfaction of the amount of such participationconditions set forth in Section 2.4.1 (other than the requirement to provide ten (10) days prior written notice); provided, that no Yield Maintenance Premium or other premium, penalty or charge shall be due in connection with any prepayment made in connection with a Default Release.

Intentionally Omitted. IfObjections to Title, except as expressly provided herein, any Lender shall, by exercising any right Failure of set-off Seller or counterclaim Purchaser to Perform and Vendee's Lien Purchaser shall promptly order an examination of title and shall cause a copy of the title report to be forwarded to Seller's attorney upon receipt. Seller shall be entitled to a reasonable adjournment or otherwise, obtain payment in respect adjournments of the Closing for up to 30 days or until the expiration date of any principal written commitment of Purchaser's Institutional Lender delivered to Purchaser prior to the scheduled date of Closing, whichever occurs first [TIME BEING OF THE ESSENCE] to remove any defects in or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting objections to title noted in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans title report and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders defects or objections which may be disclosed on or prior to the extent necessary so that the benefit of all such payments Closing Date. If Seller shall be shared by all such Lenders ratably unable to convey title to the Premises at the Closing in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph contract or if Purchaser shall have any other grounds under this contract for refusing to consummate the purchase provided for herein, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same, but without any other credit or liability on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate this contract and the sole liability of Seller shall be construed to apply refund the Downpayment, if any, to Purchaser and to reimburse Purchaser for the net cost of title examination, but not to exceed the net amount charged by Purchaser's title company therefor without issuance of a policy, and the net cost of updating the existing survey of the Premises or the net cost of a new survey of the Premises if there was no existing survey or the existing survey was not capable of being updated and a new survey was required by Purchaser's Institutional Lender. Upon such refund and reimbursement, this contract shall be null and void and the parties hereto shall be relieved of all further obligations and liability other than any payment made by the Borrower pursuant to arising under Section 14. Any unpaid taxes, assessments, water charges and in accordance sewer rents, together with the express terms interest and penalties thereon to a date not less than two days following the Closing Date, and any other liens and encumbrances which Seller is obligated to pay and discharge or which are against corporations, estates or other persons in the chain of this Agreement title, including any mortgages on the Premises, together with the cost of recording or filing any payment obtained by a Lender as consideration for the assignment instruments necessary to discharge such liens and encumbrances of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantrecord, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor be paid out of the Borrower proceeds of the monies payable at the Closing if Seller delivers to Purchaser on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, interest and penalties and instruments in the amount of such participation.recordable form sufficient to discharge any other liens and

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect In case of any principal capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or interest on conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of its Revolving Loans or participations securities with another corporation (including any exchange effected in LC Disbursements or Swingline Loans resulting in such Lender receiving payment connection with a merger of a greater proportion third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive upon exercise of such Warrant into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the aggregate amount of its Revolving Loans and participations provisions set forth in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders this Section 3 with respect to the extent necessary so rights and interests thereafter of the Holder of this Warrant to the end that the benefit provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of all such payments shall be shared by all such Lenders ratably stock or other securities or be, in accordance with relation to any shares of stock or other securities or property thereafter deliverable on the aggregate amount conversion of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the this Warrant. The above provisions of this paragraph Subsection 3(e) shall not be construed to similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any payment made by shares of stock or other securities or property thereafter deliverable on the Borrower pursuant to and in accordance with the express terms conversion of this Agreement Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or any payment obtained by conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 20 days prior to such event. A sale of all or substantially all of the assets of the Company for a Lender as consideration consisting primarily of securities shall be deemed a consolidation or merger for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationpurposes.

Intentionally Omitted. IfIt is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent or any of the Banks against the relevant Qualified Borrower or its respective successors or assigns or any other party or against any security for the payment and performance of the Guaranteed Obligations and without the necessity of any notice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled (including, except without limitation, diligence, presentment, notice of maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of further security, release of further security, imposition or agreement arrived at as to the amount of or the terms of the Guaranteed Obligations, notice of adverse change in such Qualified Borrower’s financial condition and any other fact which might materially increase the risk to Guarantor), all of which Guarantor hereby expressly provided hereinwaives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any of the Banks against such Qualified Borrower or its respective successors or assigns, any Lender shall, by exercising any right of set-off the rights or counterclaim remedies reserved to the Administrative Agent or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Banks pursuant to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph the Loan Documents. Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any of the Banks which is inconsistent with the waiver in the immediately preceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and, in addition, may not be construed pleaded or introduced as evidence in any litigation relating to apply to any payment made by this Guaranty for the Borrower pursuant to and in accordance reason that such pleading or introduction would be at variance with the express written terms of this Agreement or any payment obtained Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed by a Lender as consideration duly authorized officer. Guarantor specifically acknowledges and agrees that the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and such waivers, the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements Administrative Agent and Swingline the Banks would not make requested Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationQualified Borrower.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Subject to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply Paragraph 34 hereof, Landlord may sell or transfer the Leased Premises at any time without Tenant's consent to any payment made institutional investor or other Person whose principal business is investing in commercial real estate that is not a Direct Competitor of Tenant or the initial Manager of the Leased Premises (each a "Third Party Purchaser"). In the event of any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. As used in this Paragraph 21(g), the term "Direct Competitor" shall mean the ten (10) largest operators of self-storage facilities in the United States as published from time to time by Self-Storage Almanac. In the Borrower pursuant event Self-Storage Almanac ceases publication or ceases to publish the list of the ten (10) largest operators of self-storage facilities in the United States, Landlord and Tenant shall attempt to agree on a substitute trade publication or other reputable listing source to determine the ten (10) largest operators of self-storage facilities in accordance with the express United States, provided that if Landlord and Tenant are unable to agree on a substitute trade publication or other reputable listing source, a substitute trade publication shall be selected by Landlord in its reasonable discretion. Notwithstanding anything to the contrary contained herein, the terms of this Agreement Paragraph 21(g) shall not apply in the case of any foreclosure by Lender (or delivery of a deed in lieu of foreclosure), a transfer to any payment obtained by a Lender as consideration for affiliate of Lender, or the assignment of or initial sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to Leased Premises by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring following a participation pursuant to foreclosure (or the foregoing arrangements may exercise against the Borrower rights delivery of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor deed in lieu of the Borrower in the amount of such participationforeclosure).

Intentionally Omitted. IfPromptly after this Agreement is executed, except as expressly provided hereinScherer Healthcare will cooperate with VSI in preparing a proxy s▇▇▇▇▇▇▇t (describing a proposal to grant the Scherer Shareholder Approval)) for filing with the Securities and ▇▇▇▇▇▇ge Commission (the "SEC") and ultimately for mailing to Scherer Healthcare's shareholders (the "Proxy Statement"). Schere▇ ▇▇▇▇▇hcare shall not file the Proxy Statement preliminari▇▇ ▇▇ ▇n final form unless and until VSI consents to such filings. VSI shall not unreasonably withhold or delay any such consent. Scherer Healthcare represents and warrants to VSI that the Proxy ▇▇▇▇▇▇▇nt will comply in all material respects with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, that the Proxy Statement will not contain any Lender shall, by exercising untrue statements of material fact regarding Scherer Healthcare and will not omit to state any right material fact r▇▇▇▇▇▇▇g Scherer Healthcare required to be stated therein or necessary to ▇▇▇▇ ▇▇e statements therein not misleading. Scherer Healthcare will promptly advise VSI in writing if at any ▇▇▇▇ ▇▇ior to the Effective Time of set-off or counterclaim or otherwise, the Merger it shall obtain payment in respect knowledge of any principal of facts that might reasonably be expected to make it necessary or interest on any of its Revolving Loans appropriate to amend or participations supplement the Proxy Statement in LC Disbursements order to make the statements contained or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received incorporated by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders reference therein not misleading or to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance comply with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply)applicable law. The Borrower After VSI consents to the foregoing mailing of the Proxy Statement and agreesall necessary SEC filing requirements have been satisfied, Scherer Healthcare shall mail the Proxy Statement to its sharehol▇▇▇▇ ▇▇ accordance with all applicable federal and state securities laws and, subject to the extent it may effectively do so under applicable lawexercise by the members of Scherer Healthcare's Board of Directors of their fiduciary duties, that any Lender acquiring a participation pursuant ▇▇▇▇▇ use its reasonable best efforts to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor solicit proxies in favor of the Borrower in the amount of such participationScherer Shareholder Approval.

Intentionally Omitted. IfSection 33.02 The failure of either party to seek redress for violation of, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect to insist upon the strict performance of any principal covenant or condition of this Lease or interest any of the Rules shall not prevent a subsequent act which would have originally constituted a violation, from having all the force and effect of an original violation. No provision of this Lease shall be deemed to have been waived by either party, unless such waiver be in writing. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy in this Lease. No act by Landlord or its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment agent shall be deemed an acceptance of a greater proportion surrender of the aggregate amount Premises or an agreement to accept such surrender unless in writing and signed by Landlord, other than in connection with the expiration of this Lease. No employee of Landlord or its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than agent shall have any power to accept the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders keys to the extent necessary so that Premises and the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion delivery of the payment giving rise thereto is recovered, such participations keys shall be rescinded and not operate as a termination of this Lease or surrender of the purchase price restored to the extent of such recovery, without interest, and (ii) Premises. The parties acknowledge that the provisions of this paragraph Section 33.02 are an essential and material part of this Lease. Section 33.03 This Lease with the schedules annexed hereto contains the entire agreement between Landlord and Tenant, and all prior negotiations and agreements between the parties are merged into this Lease. No agreement hereafter made between Landlord and Tenant shall be effective to, modify any provision of this Lease unless such agreement is in writing and signed by the party against whom enforcement is sought. Section 33.04 If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be construed to apply to any payment made by affected thereby, and the Borrower pursuant to balance of the terms and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph Lease shall apply). The Borrower consents be valid and enforceable to the foregoing and agreesfullest extent either provided hereunder or as permitted by law. If any interest rates or fees charged to Tenant under the circumstances then prevailing shall not be lawful, then such rates or fees shall be reduced to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationmaximum lawful rate.

Intentionally Omitted. IfLandlord, except as expressly provided hereinat no cost to Tenant, shall obtain from any Lender shall, by exercising future Fee Mortgagee or from any right of set-off or counterclaim or otherwise, obtain payment in respect future lessor of any principal underlying lease, an agreement to the effect that, so long as no Event of Default shall at the time have occurred and be continuing hereunder, Tenant and its permitted subtenants and assigns shall not be made party to any proceeding to foreclose the Fee Mortgage or interest on any of to terminate the underlying lease; that Tenant’s possession (and its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion permitted subtenants’ possession) of the aggregate amount Demised Premises under the term of its Revolving Loans this Lease shall not be terminated or disturbed as a result of the foreclosure of any Fee Mortgage or termination of any underlying lease; that such Fee Mortgagee or underlying lessor, as the case may be, will recognize Tenant as the direct tenant of such Fee Mortgagee or lessor on all of the terms and participations conditions of this Lease subject to the provisions hereinafter set forth; together with such other terms as are customarily contained in LC Disbursements a subordination, non-disturbance and Swingline Loans and accrued interest thereon than attornment agreement (any such agreement from a Fee Mortgagee or lessor is called a “Nondisturbance Agreement”). Tenant agrees it will execute any agreement consistent with the proportion received by foregoing provisions which may be required to confirm the subordination of this Lease subject to the non-disturbance provisions above outlined. In any other similarly situated Lendersuch agreement Tenant shall agree that, in the event that the Fee Mortgagee shall succeed to the rights of Landlord herein named, or if any lessor of any underlying lease shall succeed to the position of Landlord under this Lease, then Tenant will recognize such successor Landlord as the Lender receiving such greater proportion shall purchase (for cash at face value) participations in landlord of this Lease and pay the Revolving Loans rent and participations in LC Disbursements attorn to and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) perform the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration Lease for the assignment benefit of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationsuccessor Landlord.

Intentionally Omitted. If1.16 The Subscriber agrees not to issue any public statement with respect to the Offering, Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as expressly provided hereinmay be required under applicable law. 1.17 The Subscriber understands, any Lender shallacknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by exercising any right of set-off or counterclaim or otherwisethe Company, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion the sole and absolute discretion of the aggregate amount Company, at any time before any Closing notwithstanding prior receipt by the Subscriber of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than notice of acceptance of the proportion received by any other similarly situated Lender, then Subscriber’s subscription. 1.18 The Subscriber acknowledges that the Lender receiving such greater proportion shall purchase (for cash at face value) participations information contained in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Offering Materials or otherwise made available to the extent necessary so Subscriber is confidential and non-public and agrees that the benefit of all such payments information shall be shared kept in confidence by all the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that a Subscriber’s subscription may not be accepted by the Company; provided, however, that (a) the Subscriber may disclose such Lenders ratably information to its affiliates and advisors who may have a need for such information in accordance connection with providing advice to the aggregate amount Subscriber with respect to its investment in the Company so long as such affiliates and advisors have an obligation of principal of confidentiality, and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided (b) this obligation shall not apply to any such information that (i) if any such participations are purchased and all or any portion is part of the payment giving rise thereto is recoveredpublic knowledge or literature and readily accessible at the date hereof, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) becomes part of the provisions public knowledge or literature and readily accessible by publication (except as a result of a breach of this paragraph shall not be construed provision) or (iii) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). 1.19 Subscriber understands that the Securities being offered and sold to apply it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to acquire the Securities. The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable 1.20 The Subscriber understands that Rule 144 promulgated under the Act (“Rule 144”) requires, among other conditions, a minimum holding period of six-months prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Act or any payment state securities or “blue sky” laws or to assist the Subscriber in obtaining an exemption from various registration requirements, other than as set forth herein. 1.21 The Subscriber agrees to hold the Company and its directors, officers, employees, controlling persons and agents (including the Placement Agent and its managers, members, officers, directors, employees, counsel, controlling persons and agents) and their respective heirs, representatives, successors and assigns harmless from and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Borrower pursuant to and Subscriber contained in accordance with this Agreement (including Article VII hereunder) or breach of any warranty by the express terms of Subscriber in this Agreement or in any payment obtained Exhibits or Schedules attached hereto; (ii) any untrue statement of a material fact made by a Lender as consideration the Subscriber and contained herein; or (iii) after any applicable notice and/or cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber hereunder, or any other Offering Materials entered into by the Company and Subscriber relating hereto. Notwithstanding the foregoing, in no event shall the liability of the Subscriber hereunder be greater than the aggregate subscription amount paid for the assignment of Securities as set forth on the signature page hereto. 1.22 If the Subscriber is purchasing the Securities in a fiduciary capacity for another person or sale of entity, including without limitation a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantcorporation, other than to the Borrower partnership, trust or any Subsidiary or Affiliate thereof unless consented other entity, the Subscriber has been duly authorized and empowered to execute this Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Securities as such requirements are set forth herein, concurs in the purchase of the Securities and agrees to be bound by the Required Lenders (as to which the provisions of this paragraph shall apply)obligations, representations, warranties and covenants contained herein. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor Upon request of the Borrower Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the amount Company and/or evidencing the satisfaction of such participationthe foregoing.

Intentionally Omitted. If, except as expressly provided hereinNotwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than any Mortgage Loan Borrower Related Party) which has extended a credit or repurchase facility to such Noteholder and that is either a Qualified Institutional Lender shallor a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 19(f), it being further agreed that a financing provided by exercising a Note Pledgee to a Noteholder or any right person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to Securitization, the consent of set-off or counterclaim or otherwiseeach other Noteholder and (b) after Securitization, obtain payment Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Noteholder in respect of any principal its obligations under this Agreement of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in which default such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline LoansNoteholder has actual knowledge; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the provisions pledging Noteholder in respect of this paragraph its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be construed obligated to apply cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such Note Pledgee copies of any payment notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but AGREEMENT BETWEEN NOTEHOLDERS 57199-57/Arizona Retail Portfolio not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to the Borrower other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in accordance with or confirmed by the express terms of pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any payment obtained Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered by a Lender Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as consideration for to such collateral), in accordance with applicable law and this Agreement. In such event, the assignment of or sale of a participation in Noteholders and any of its Loans or participations in LC Disbursements Servicer shall recognize such Note Pledgee (and Swingline Loans to any assignee or participant, transferee other than to the Mortgage Loan Borrower or any Subsidiary or Affiliate thereof unless consented which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the Required Lenders (as to which the terms and provisions of this paragraph shall apply)Agreement. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off a Note Pledgee under this Section 19(f) shall remain effective as to any Noteholder (and counterclaim with respect to any Servicer) unless and until such participation Note Pledgee shall have notified any such Noteholder (and any Servicer, as fully as if such Lender were a direct creditor of the Borrower applicable) in writing that its interest in the amount of such participationpledged Note has terminated.

Intentionally Omitted. IfSubject to Landlord's obligations under Section IX.B. and Landlord's obligation to deliver the Premises to Tenant in broom clean condition, except the Premises are accepted by Tenant in "as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion is" condition and configuration. By taking possession of the aggregate amount Premises, Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then Premises or the Lender receiving such greater proportion shall purchase (for cash at face value) participations Buildings. Notwithstanding anything to the contrary contained in the Revolving Loans and participations in LC Disbursements and Swingline Loans Lease, Landlord shall not be obligated to tender possession of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto Premises or other space leased by Tenant from time to time hereunder that, on the date possession is recoveredto be delivered, such participations space is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is delayed delivering possession of any portion of the Premises or any other space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space. In such event, the Building 2 Commencement Date and/or the Building 1 Commencement Date, as the case may be, shall be rescinded postponed until the date Landlord delivers possession of the applicable portion of the Premises to Tenant free from occupancy by any party, and the purchase price restored Termination Date, at the option of Landlord, may be postponed by an equal number of days. Notwithstanding the foregoing, if the Building 2 Commencement Date does not occur by October 1, 2000 (the "Building 2 Outside Completion Date"), or the Building 1 Commencement Date does not occur by October 1, 2001 (the "Building 1 Outside Completion Date"), Tenant, as its sole remedy, may terminate this Lease with respect to both Building 2 and Building 1 by giving Landlord written notice of termination on or before the extent of such recoveryearlier to occur of: (i) 5 Business Days after the Building 2 Outside Completion Date or the Building 1 Outside Completion Date, without interest, as the case may be; and (ii) the provisions Building 2 Commencement Date or the Building 1 Commencement Date, as the case may be. In such event, this Lease shall be deemed null and void and of no further force and effect with respect to Building 2 and Building 1, and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this paragraph shall not be construed Lease with respect to Building 2 and Building 1 (subject to Landlord's right to apply to any payment made by all or a portion of the Borrower pursuant to and Security Deposit as provided in accordance with the express terms of this Agreement or any payment obtained by a Lender Article VI below), and, so long as consideration for the assignment of or sale of a participation in Tenant has not previously defaulted under any of its Loans obligations under the Work Letter, the parties hereto shall have no further responsibilities or participations in LC Disbursements and Swingline Loans obligations to any assignee or participant, each other under this Lease (other than any obligations which may have accrued prior to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of such early termination date under this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim Lease) with respect to such participation as fully as if such Lender were a direct creditor Building 2 and Building 1. Landlord and Tenant acknowledge and agree that: (i) the determination of the Borrower in Building 2 Commencement Date and the amount Building 1 Commencement Date shall take into consideration the effect of any delays by Tenant; and (ii) the Building 2 Outside Completion Date and the Building 1 Outside Completion Date shall be postponed by the number of days the Building 2 Commencement Date or the Building 1 Commencement Date, as applicable, is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Building 2 Commencement Date or the Building 1 Commencement Date to occur by the Building 2 Outside Completion Date or the Building 1 Outside Completion Date, as applicable, Landlord shall have the right to provide Tenant with written notice (the "Outside Extension Notice") of such participationinability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Building 2 Commencement Date or the Building 1 Commencement Date, as applicable, will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease with respect to Building 2 and Building 1 by providing written notice of termination to Landlord within 5 Business Days after the date of the Outside Extension Notice. In the event that Tenant does not terminate this Lease with respect to Building 2 and Building 1 within such 5 Business Day period, the Building 2 Outside Completion Date or the Building 1 Outside Completion Date, as applicable, shall automatically be amended to be the date set forth in Landlord's Outside Extension Notice.

Intentionally Omitted. IfEach LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for purposes of investment, except and not with a view towards sale or any other distribution. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters so as expressly provided hereinto be fully capable of evaluating the merits and risks of an investment in the LP Units. No LP Units will be issued, delivered or distributed to any Lender shallperson or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 4.2 above (collectively, by exercising the "INFORMATIONAL MATERIALS"), and has read and reviewed the Informational Materials and understands the contents thereof. The LP Unit Recipients have been afforded the opportunity to ask questions of those persons they consider appropriate and to obtain any right of set-off or counterclaim or otherwise, obtain payment additional information they desire in respect of any principal the LP Units and the business, operations, conditions (financial and otherwise) and current prospects of the UPREIT and the REIT. The LP Unit Recipients have consulted their own financial, legal and tax advisors with respect to the economic, legal and tax consequences of delivery of the LP Units and have not relied on the Informational Materials, Acquiror, the UPREIT, the REIT or interest on any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. Each of Contributor and its Revolving Loans Interest Holders is an Accredited Investor under Regulation D promulgated under the Securities Act of 1933, as amended. No Contributor or participations LP Unit Recipient requires the consent of any Interest Holder in LC Disbursements order to consummate the transactions contemplated by this Agreement, including to amend any partnership agreement, operating agreement, charter or Swingline Loans resulting in such Lender receiving payment other governing document of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all Contributor or any portion LP Unit Recipient. SCHEDULE 11.1.4 accurately sets forth (a) the direct ownership interest of the payment giving rise thereto is recovered, such participations shall be rescinded Contributor and the purchase price restored to the extent of such recovery, without interesteach LP Unit Recipient, and (iib) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantresidence or, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount case of such participationnon-individual LP Unit Recipient or Contributor, state in which it was formed.

Intentionally Omitted. IfSet-off and Sharing of Payments In addition to any rights and remedies now or hereafter granted under applicable law and not by way of limitation of any such rights, except as upon the occurrence and during the continuation of any Event of Default, each Lender is hereby authorized by the Credit Parties at any time or from time to time, to the fullest extent permitted by law, with notice to Agent and without notice to Borrower or any other Person other than Agent (such notice being hereby expressly provided hereinwaived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of any Credit Party (regardless of whether such balances are then due to any Credit Party), and (b) other Property at any time held or owing by such Lender shallto or for the credit or for the account of any Credit Party, by exercising against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right of without prior written notice to Agent. Any Lender that has exercised its right to set-off or counterclaim or otherwiseotherwise has received any payment on account of the Obligations shall, obtain payment in respect to the extent the amount of any principal such set off or payment exceeds its Pro Rata Share of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion payments obtained by all of the aggregate amount Lenders on account of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lendersuch Obligations, then the Lender receiving such greater proportion shall purchase (for cash at face value(and the other Lenders or holders of the Loans shall sell) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably or holders in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline LoansPro Rata Shares; provided provided, however, that (i) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto or benefits is recoveredthereafter recovered from such purchasing Lender, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and Each Credit Party agrees, to the fullest extent it may effectively do so under applicable permitted by law, that (a) any Lender acquiring or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender so purchasing a participation pursuant to in the foregoing arrangements Loans made or other Obligations held by other Lenders may exercise against the Borrower all rights of set-off and off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Intentionally Omitted. IfEach party agrees, except at any time and from time to time, as expressly provided hereinrequested by the other party, any Lender shallupon not less than twenty (20) days' prior notice, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans to execute and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders deliver to the extent necessary so other a statement (a) certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the benefit of all such payments shall be shared by all such Lenders ratably same is in accordance with full force and effect as modified and stating the aggregate amount of principal of modifications) and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if whether any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored options granted to the extent of such recovery, without interest, and (ii) Tenant pursuant to the provisions of this paragraph shall not be construed lease have been exercised, (b) certifying the dates to apply which the Fixed Rental and Additional Rent have been paid and the amounts thereof, and stating whether or not, to any payment made by the Borrower pursuant to and best knowledge of the signer, the other party is in accordance with the express terms default in performance of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans obligations under this lease, and, if so, specifying each such default of which the signer may have knowledge, (c) certifying the existence of any set-offs or participations in LC Disbursements defenses against the enforcement of any of the terms, covenants or conditions to be performed or complied with hereunder, and Swingline Loans to any assignee (d) whether the Commencement Date, Substantial Completion Date or participantElection Date (as such terms are hereinafter defined) have occurred (and if so, other than specifying such date(s)) and whether the Landlord's Work (as hereinafter defined) has been substantially completed or completed (and if so, specifying the dates of such substantial completion or completion, as to the Borrower entire Landlord's Work or portions thereof, or if not, which items of Landlord's Work have not been substantially completed or completed), it being intended that any Subsidiary such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. In addition, each such statement shall contain such other information as shall be reasonably required by a prospective purchaser of the Building or Affiliate thereof unless consented to by the Required Lenders (as to which holder or prospective holder of a superior mortgage or the provisions lessor or prospective lessor of a superior lease, or by a prospective assignee of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor lease or propspective subtenant of the Borrower in demised premises or propspective transferee of the amount stock of such participationTenant. RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 35.

Intentionally Omitted. IfNotwithstanding the foregoing, except as expressly provided hereinto better assure the perfection of the security interest of Trustee in the Pledged Company Interests, any Lender shallconcurrently with the execution and delivery of this Agreement, Trustee, at the direction of the Majority Holders, shall send to the Pledged Entity written instructions in the form of Exhibit D attached hereto and made a part hereof, and Pledgor shall cause Pledged Entity to, and Pledged Entity shall deliver to Trustee the Confirmation Statement and Instruction Agreement in the form of Exhibit E attached hereto and made a part hereof, pursuant to which Pledged Entity will confirm that it has registered the applicable pledge effected by exercising any right this Agreement on its books and agrees to comply with the instructions of set-off or counterclaim or otherwise, obtain payment Trustee in respect of the applicable Pledged Company Interests without further consent of Pledgor or any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion other Person. From time to time, Trustee, at the direction of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated LenderMajority Holders, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations promptly provide replacement written instructions in the Revolving Loans form of Exhibit D attached hereto to Pledged Entity and participations Pledgor shall cause Pledged Entity to, and Pledged Entity shall, deliver to Trustee the Confirmation Statement and Instruction Agreement in LC Disbursements and Swingline Loans the form of other Lenders Exhibit E attached hereto to each assignee or collateral assignee of Trustee, as reasonably requested by Trustee, at the direction of the Majority Holders. Notwithstanding anything to the extent necessary so that contrary contained in this paragraph, neither the benefit of all such payments written instructions nor the Confirmation Statement and Instruction Agreement shall be shared by all such Lenders ratably in accordance with construed as expanding the aggregate amount rights of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion Trustee, at the direction of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesMajority Holders, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim give instructions with respect to the Collateral beyond such participation as fully as if such Lender were a direct creditor of the Borrower rights set forth in the amount of such participationthis Agreement.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Notwithstanding anything to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably contrary herein and in accordance with Section 15 of the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and Intercreditor Agreement, each Participant shall have the right to freely pledge or hypothecate all or any portion of its interest in the payment giving rise thereto Loan or to sell all or any portion of its interest in the Loan through a repurchase or other similar arrangement (each such transaction is recoveredreferred to herein as a “Pledge”; the pledgee or purchaser, as the case may be, is referred to herein as a “Loan Pledgee”), provided the same does not interfere with such participations shall be rescinded Participant’s ability to comply with its obligations hereunder. Original Lender hereby represents and warrants that, with respect to (i) Original Lender’s acquisition of the purchase price restored to the extent of such recoveryPromissory Notes, without interest, and (ii) Original Lender’s issuance of the provisions Participation Interests and (iii) the pledges by Participant A to GSMC pursuant to the Goldman Repurchase Agreement and by Participant B to Citigroup pursuant to the Citigroup Repurchase Agreement, Original Lender has sent a notice substantially in the form of Exhibit E attached hereto and pursuant to the requirements of the Intercreditor Agreement. Upon written notice by a Participant (the “Pledging Participant”) to the other Participant, with a copy to Servicer, that the Pledge has been effected (it being acknowledged by the parties hereto that this paragraph provision shall constitute notice of the initial Pledge by Participant A to GSMC and by Participant B to Citigroup), the other Participant agrees to acknowledge receipt of such notice and thereafter agree (a) to give Loan Pledgee written notice of any default by such Pledging Participant under this Agreement or under any of the Loan Documents of which default the other Participant has actual knowledge; (b) to allow Loan Pledgee a period of at least ten (10) days (in respect of a monetary default) and a reasonable period of not less than thirty (30) days (in respect of a non-monetary default) to cure a default by such Pledging Participant in respect of its obligations to the other Participant hereunder or under any of the Loan Documents, but Loan Pledgee shall not be construed obligated to apply to cure any payment made by such default; (c) that no amendment, modification, waiver or termination of any of such Pledging Participant’s rights under this Agreement shall be effective without the Borrower written consent of Loan Pledgee which consent shall not be unreasonably withheld; provided, however, that the consent of Loan Pledgee shall not be required unless such Pledging Participant’s consent was required pursuant to and in accordance with the express terms of this Agreement to effect such amendment, modification, waiver or termination; (d) that the other Participant shall deliver to Loan Pledgee such estoppel certificate(s) as Loan Pledgee shall reasonably request (substantially in the form required by Section 24 hereof), provided, that any such certificate(s) shall be in form and substance reasonably satisfactory to the other Participant; and (e) that, upon written notice (a “Redirection Notice”) to the other Participant by Loan Pledgee that the Pledging Participant is in default, beyond applicable cure periods, under the Pledging Participant’s obligations to Loan Pledgee pursuant to the applicable credit agreement between such Pledging Participant and Loan Pledgee, and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the other Participant shall remit to Loan Pledgee and not to the Pledging Participant, any payments that the other Participant would otherwise be obligated to pay to such Pledging Participant from time to time pursuant to this Agreement or any payment obtained other agreement between the other Participant and such Pledging Participant that relates to the Loan. Unless a Redirection Notice has been issued and not withdrawn or rescinded, such Pledging Participant shall continue to be entitled to exercise all voting and consent rights under this Agreement, subject to any restrictions contained in the Repurchase Agreements. Participants hereby unconditionally and absolutely release each other from any liability on account of the other Participant’s compliance with any Redirection Notice reasonably believed by such Participant to have been delivered by Loan Pledgee in good faith. Loan Pledgee shall be permitted to fully exercise its rights and remedies against a Lender Pledging Participant, and realize on any and all collateral granted by such Pledging Participant to Loan Pledgee (and accept an assignment in lieu of foreclosure as consideration for to such collateral), in accordance with applicable law and subject to all of the assignment other Participant’s rights and interests in the Loan and this Agreement, it being expressly understood that while the Loan shall be subject to the Pledge, any exercise of rights under the Pledge shall be subject to the other Participant’s interests in the Loan. In such event, the other Participant shall recognize Loan Pledgee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the Pledging Participant’s rights, remedies and obligations under this Agreement, the Loan Documents and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the Pledging Participant hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof (it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume the Pledging Participant’s obligations hereunder prior to such realization on such collateral). The rights of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of Loan Pledgee under this paragraph shall apply)remain effective unless and until such Loan Pledgee shall have notified the other Participant in writing that its interest in the Loan has terminated. The Borrower consents All costs and expenses incurred by a party hereto in connection with a Transfer of the other party’s interest in the Loan shall be reimbursed by such transferring party or the Loan Pledgee. All costs and expenses incurred by Participants related to the foregoing and agreesa Pledge shall, to the extent it may effectively do so under applicable lawnot reimbursed by Borrower, that any Lender acquiring a participation pursuant to be reimbursed by the foregoing arrangements may exercise against Pledging Participant or the Borrower rights of set-off and counterclaim with respect Loan Pledgee to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationParticipant.

Intentionally Omitted. IfA. Landlord at its expense may elect, except at any time during the term of this Lease to convert the Building and/or the Land to condominium (or similar) ownership (a “Conversion”), and Tenant shall cooperate with Landlord as expressly provided herein, any Lender shall, reasonably requested by exercising any right of set-off or counterclaim or otherwise, obtain payment Landlord in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment connection with a Conversion. In the event of a greater proportion Conversion, this Lease and all rights of the aggregate amount of its Revolving Loans Tenant under this Lease are and participations shall be subject and subordinate in LC Disbursements all respects to any condominium declaration (or comparable governing instrument) and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments documents which shall be shared by all such Lenders ratably recorded in order to effectuate a Conversion in accordance with Legal Requirements, including the aggregate amount provisions of principal Article 9-B of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that the Real Property Law of the State of New York (as the same may be amended) or any successor laws thereto. B. In the event of a Conversion, all of the obligations of Landlord under this Lease shall, at Landlord’s option, either (i) if any such participations are purchased continue to be performed and all observed by Landlord as set forth in this Lease or any portion (ii) shall have been assumed in writing by the successor landlord of the payment giving rise thereto condominium unit (or similar real property interest) of which the Premises is recovereda part, with respect to obligations hereunder to be performed within the Premises. C. Tenant, promptly following the request of Landlord, shall enter into an amendment of this Lease in such participations respects as shall be rescinded necessary to conform to a Conversion, including, (i) appropriate adjustments to Tenant’s Tax Payment and the purchase price restored to the extent of such recovery, without interest, Expense Payment and (ii) appropriate modifications to provide that services provided by Landlord under this Lease shall be provided by the board of managers or equivalent governing body of the condominium association (as opposed to the successor landlord of the condominium unit (or similar real property interest) of which the Premises is a part) as described above; provided, however, that no such amendment shall be necessary to make the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.Section 9.11

Intentionally Omitted. Ifall payments due under the Note, except as expressly provided hereinincluding the repayment of all additional advances of any kind that may be made by Lender to Borrower, any Lender shallwhether at stated maturity, by exercising any right of set-off or counterclaim acceleration or otherwise, obtain payment in respect (ii) any and all renewals or extensions of any principal such item of indebtedness or interest on obligation or any part thereof; (iii) all obligations and indebtedness of any kind or nature arising under any of its Revolving Loans the Loan Documents; (iv) any future advances that may be made by Lender related to the Loan or participations in LC Disbursements the Property, whether made to protect the security or Swingline Loans resulting in such Lender receiving payment otherwise, and whether or not evidenced by additional promissory notes or other evidences of a greater proportion indebtedness; (v) all interest due on all of the aggregate amount same; (vi) all expenses, including attorney’s fees, incurred by Lender in connection with the enforcement of its Revolving Loans Lender’s rights under this Guaranty and participations all Administration and Enforcement Expenses in LC Disbursements each case if and Swingline Loans and accrued interest thereon only if (A) (i) Borrower or any Principal files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) there is the filing of an involuntary petition against Borrower or any Principal (other than by Lender or an Affiliate of Lender) under the proportion received Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or any Principal or Guarantor colludes with, or otherwise assists such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower or any Principal from any Person; (iii) Borrower or any Principal files an answer consenting to or joining in any involuntary petition filed against it by any other similarly situated Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, other than at the request of Lender; (iv) Borrower or any Principal consents to or joins in an application for the appointment of a custodian, then receiver, trustee, or examiner for Borrower or any Principal or any portion of the Lender receiving such greater proportion shall purchase Property, other than at the request of Lender; (v) Borrower or any Principal makes an assignment for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all creditors, or admits in writing in any insolvency or bankruptcy proceeding, its insolvency or inability to pay its debts as they become due, other than at the request of Lender (unless failure to make such payments shall admission would be shared by all such Lenders ratably a violation of law, or in accordance the context of required financial reporting or settlement discussions with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline LoansLender); provided that (iB) [intentionally omitted]; (C) [intentionally omitted]; (D) if Borrower or any Principal fails to obtain Lender’s prior written consent (to extent such participations are purchased and consent is required) to the granting of any (X) (a) voluntary mortgage, deed of trust, or security interest, on, or (b) assignment or pledge of, Borrower’s interest in all or any portion of the payment giving rise thereto is recoveredProperty, such participations shall be rescinded and or (Y) pledge of any direct and/or indirect controlling ownership or beneficial interest in Borrower, Guarantor or the purchase price restored to the extent of such recoveryProperty, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and except in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreeseach case, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant expressly permitted by the Loan Documents; or (E) Borrower fails to obtain Lender’s prior written consent (to the foregoing arrangements may exercise against the Borrower rights extent such consent is required) to Borrower’s voluntary conveyance of set-off and counterclaim with respect its fee title to such participation as fully as if such Lender were a direct creditor all or any portion of the Borrower real property comprising part of the Property, or any conveyance by Sponsor or any Affiliate of its direct or indirect interest in Borrower, in each case, in violation of the amount terms of such participationthe Loan Agreement.

Intentionally Omitted. IfIf this Lease terminates prior to the expiration date, then such sublease shall terminate and expire concurrent therewith; provided, however, if Landlord elects, in its sole and unfettered discretion, by express written notice to such Tenant or subsequent transferor, to recognize said sublease, then notwithstanding the termination of this Lease, the sublease shall remain in effect as a direct lease between Landlord and Tenant or subsequent transferor, and such Transferee shall attorn to Landlord pursuant to the then executory provisions of such sublease, except as expressly provided hereinthat Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any Lender shallcounterclaim, by exercising any right of set-off offset or counterclaim or otherwisedefense which theretofore accrued to such Transferee against Tenant, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received (C) bound by any other similarly situated Lenderprevious modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent, then the Lender receiving (D) bound to return such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Transferee’s security deposit, if any, except to the extent necessary so that the benefit Landlord shall receive actual possession of all such payments deposit and such Transferee shall be shared by all such Lenders ratably in accordance with entitled to the aggregate amount return of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent or on behalf of such recoveryTransferee, without interestor to perform any alterations or improvements in the sublet space or the 18 C▇▇▇▇▇ Building and/or the 14 Crosbt Building, and (ii) as applicable, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Lease. The provisions of this paragraph Section shall not be construed self-operative, and no further instrument shall be required to apply give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any payment made by the Borrower pursuant instruments Landlord may reasonably request to evidence and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements confirm such subordination and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationattornment.

Intentionally Omitted. IfIn the event that, except as expressly provided hereinat any time any WCMA Loans are outstanding, any either (1) an Event of Default pursuant to either Section 9.1(f) or 9.1(g) has occurred, or at the request of WCMA Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by event that any other similarly situated LenderEvent of Default has occurred, then or (2) the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably WCMA Loan Commitment has been suspended or terminated in accordance with the aggregate provisions of this Agreement, then in either case, each of the Revolving Lenders (other than any Revolving Lender (other t▇▇▇ ▇▇▇▇▇▇▇ L▇▇▇▇) that was a Non-Funding Revolving Lender at the time the applicable WCMA Loans were advanced) shall be deemed to have irrevocably and immediately purchased and received from WCMA Lender, without recourse or warranty, an undivided interest and participation in the WCMA Loan in an amount equal to such Lender’s Revolving Loan Commitment Percentage multiplied by the total amount of principal the WCMA Loans outstanding. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day WCMA Lender desires to effect settlement of any such purchase, WCMA Lender shall promptly notify Administrative Agent to that effect and accrued interest indicate the payment amounts required by each Lender to effect such settlement. Administrative Agent agrees to transmit to Revolving Lenders the information contained in each notice received by Administrative Agent from WCMA Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender (other than Non-Funding Revolving Lenders, as specified above) shall effect such settlement upon receipt of any such notice by transferring to the Payment Account not later than noon (Chicago time) on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; the Business Day immediately following the Business Day of receipt of such notice (provided that (i) if any such participations are purchased and all Lender shall receive such notice at or any portion of the payment giving rise thereto is recoveredprior to 10:00 a.m. (Chicago time) on a Business Day, such participations funding shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant such Lender on such Business Day), an amount equal to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a such Lender’s participation in the WCMA Loan. Upon such settlement, the Revolving Loan Commitment Amount of each purchasing Revolving Lender shall increase accordingly and Borrower shall, if requested by any of its Loans or participations Revolving Lender, execute a replacement Revolving Loan Note in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationincreased amount.

Intentionally Omitted. If, except as expressly provided [OR] [Limitations on Exercise. [TO BE INCLUDED ONLY AT REQUEST OF THE HOLDER.] Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any Lender shall, by exercising any right exercise of set-off this Warrant (or counterclaim or otherwise, obtain payment otherwise in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion hereof) shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders be limited to the extent necessary so that to ensure that, following such exercise (or other issuance), the benefit total number of all shares of Common Stock then beneficially owned by such payments Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be shared by all such Lenders ratably determined in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (iSection 13(d) if any such participations are purchased and all or any portion of the payment giving rise thereto Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is recovered, such participations permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be rescinded and the purchase price restored to the extent of such recoverysuspended (and, without interestexcept as provided below, and (ii) the provisions of this paragraph shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be construed issued in compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to apply issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in determine the amount of securities or other consideration that such participationHolder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived.]

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of NET CASH PROCEEDS OF ISSUANCE OF EQUITY SECURITIES OR INDEBTEDNESS. Immediately upon the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made receipt by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantParent, other than to the Borrower or any Subsidiary of the Borrower of any Net Cash Proceeds of Issuance of Equity Securities or Affiliate thereof unless consented Indebtedness, the Borrower shall make or cause to be made a mandatory prepayment in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness. Notwithstanding the foregoing, (A) in the event the subject issuance of equity Securities (I) does not result in a failure by the Required Lenders (as Borrower to which comply with the provisions of this paragraph ARTICLE XI and (II) the proceeds of such issuance are used by the Borrower to consummate a Permitted Acquisition or purchase of Inventory, that portion of the Net Cash Proceeds of Issuance of Equity Securities used by the Borrower for the purposes described in CLAUSE (A)(II) within ten (10) Business Days after Borrower's or Borrower's Subsidiary's receipt of such proceeds shall apply). The Borrower consents not be subject to the foregoing requirement for a mandatory prepayment under this CLAUSE (iii); and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim (B) with respect to issuance of Indebtedness, (I) PROVIDED THAT all Lenders have consented to the subject issuance of Indebtedness, and the terms and conditions pertaining thereto, and (II) the proceeds of such participation as fully as if such Lender were issuance of Indebtedness are used by the Borrower to consummate a direct creditor Permitted Acquisition, that portion of the Net Cash Proceeds of Issuance of Indebtedness used by the Borrower for the purposes described in the amount CLAUSE (B)(II) within ten (10) Business Days after Borrower's or Borrower's Subsidiary's receipt of such participationproceeds shall not be subject to the requirement for a mandatory prepayment under this CLAUSE (iii).

Intentionally Omitted. If(i) The commencement of payments from the Trust, except other than pursuant to directions of a Grantor or Trust Administrative Committee, shall be conditioned on the Trustee’s prior receipt of a written instrument from the Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any other information the Trustee requires, such form should indicate the amount, if any, the Beneficiary has received from the Grantor under the Plan as expressly of his or her request. All payments to a Beneficiary from the Trust shall be made in accordance with a good faith interpretation of the provisions of the applicable Plan. (ii) Except as provided hereinbelow, the Trustee shall make or commence payment to the Beneficiary in accordance with his or her representations not later than 30 business days after its receipt thereof; provided, however, that before the Trustee makes or commences any Lender shallsuch payment and not later than 7 business days after its receipt of the Beneficiary’s representations, by exercising any right the Trustee shall request in writing the Grantor’s agreement that the Beneficiary’s representations are accurate with respect to the amount, fact, and time of set-off payment to him or counterclaim her. The Trustee shall enclose with such request a copy of the Beneficiary’s representations and written advice to the Grantor that it must respond to the Trustee’s request on or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting before the 20th business day (which date shall be set forth in such Lender receiving payment of a greater proportion of written advice) after the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving Beneficiary furnished such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders representations to the extent necessary so that Trustee. If the benefit of Grantor in a writing delivered to the Trustee agrees with the Beneficiary’s representations in all such payments respects, or if the Grantor does not respond to the Trustee’s request by the 20th-day deadline, the Trustee shall be shared by all such Lenders ratably make payment in accordance with the aggregate amount Beneficiary’s representations. If the Grantor advises the Trustee in writing on or before the 20th-day deadline that it does not agree with any or all of principal the Beneficiary’s representations, the Trustee immediately shall take whatever steps it in its sole and absolute discretion deems appropriate, including, but not limited to, a review of any notice furnished by the Grantor pursuant to paragraph (e) hereof, to attempt to resolve the difference(s) between the Grantor and accrued interest on their respective Revolving Loans the Beneficiary. If, however, the Trustee is unable to resolve such difference(s) to its satisfaction within 60 calendar days after its receipt of the Beneficiary’s representations, the Trustee shall make an independent determination in its sole and participations in LC Disbursements absolute discretion with the advice of independent counsel regarding the Beneficiary’s claim for benefits and Swingline Loans; provided that (i) commence such payment, if any any, within such participations are purchased and 60 day period. In the event Grantor does not agree with Beneficiary’s right to payment of all or any a portion of the payment giving rise thereto is recovereda benefit under any Plan, such participations shall be rescinded and the purchase price restored Grantors may bring a declaratory judgment action to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to clarify their rights. Trustee may rely on any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by final judgment concerning a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim declaratory judgment action with respect to such participation as fully as if such Lender were a direct creditor the payment of benefits from the Borrower in the amount of such participationTrust.

Intentionally Omitted. IfLandlord may, except as expressly provided herein, at any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect time after the occurrence of any principal event of default, whether or interest on not the Lease has been terminated as aforesaid, re-enter and repossess the Premises and any part thereof with or without process of law, provided no undue force shall be used, and shall have the option, but not the obligation either in its Revolving Loans own name, as agent for Tenant if this Lease has not been terminated or participations in LC Disbursements for its own behalf if this Lease has been terminated, to relet all or Swingline Loans resulting in such Lender receiving payment of a greater proportion any part of the aggregate amount Premises; provided that Landlord shall not be required to accept any tenant proposed by Tenant or observe any instruction given by Tenant about such reletting. The failure of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than Landlord to relet the proportion received by Premises or any other similarly situated Lenderpart or parts thereof shall not release or affect Tenant's liability hereunder, then the Lender receiving such greater proportion nor shall purchase (Landlord be liable for cash at face value) participations failure to relet, or in the Revolving Loans event of reletting, for failure to collect the rent thereof, and participations in LC Disbursements no event shall Tenant be entitled to receive any excess of net rents collected over sums payable by Tenant to Landlord hereunder, provided Landlord shall use commercially reasonable efforts to relet the Premises to mitigate its damages. No such re-entry or taking possession of the Premises shall be construed as an election on the Landlord's part to terminate this Lease unless a written notice of such election by Landlord is given to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any previous breach and Swingline Loans default. For the purpose of other Lenders such reletting, Landlord may decorate or make repairs, changes, alterations or additions in or to the Premises to the extent necessary so that deemed by Landlord desirable or convenient, and the benefit cost of all such payments decoration, repairs, changes, alterations or additions shall be shared charged to and payable by all such Lenders ratably in accordance with the aggregate amount of principal of Tenant as additional rent hereunder, as well as any reasonable brokerage and accrued interest legal fees expended by Landlord; and any sums collected by Landlord from any new tenant obtained on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion account of the payment giving rise thereto is recovered, such participations tenant shall be rescinded and credited against the purchase price restored balance of the rent due hereunder as aforesaid. Tenant shall pay to Landlord monthly, on the extent of such recoverydays when the rent would have been payable under this Lease, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by amount due hereunder less the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment amount obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participantLandlord from such new tenant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationany.

Intentionally Omitted. IfExcept as otherwise agreed between the Transaction Entities and the Agents, except as expressly provided hereinthe Forward Sellers and the Forward Purchasers, any Lender shallto pay all costs, by exercising any right of set-off or counterclaim or otherwiseexpenses, obtain payment fees and taxes in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance connection with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased the preparation and all or any portion filing of the payment giving rise thereto is recoveredRegistration Statement, such participations shall be rescinded the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto, and the purchase price restored printing and furnishing of copies of each thereof to the extent Agents and to dealers (including costs of such recoverymailing and shipment), without interest, and (ii) the provisions registration, issue and delivery of the Securities, (iii) the qualification of the Securities for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Agents or the Forward Sellers may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents and the Forward Sellers in connection therewith) and the printing and furnishing of copies of any blue sky surveys to the Agents, (iv) the listing of the Securities (including a number of Common Shares at least equal to the aggregate Capped Number under all outstanding Forward Contracts entered into between the Company and any Forward Purchaser) on the Exchange and any registration thereof under the Exchange Act, (v) any filing for review, and any review, of the public offering of the Securities by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers in connection therewith), (vi) the fees and disbursements of counsel to EQR and of EQR’s independent registered public accounting firm, (vii)the reasonable fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers and (viii) the performance of EQR’s other obligations under this paragraph Agreement, the Master Forward Confirmation, any Terms Agreement and any Supplemental Confirmation; provided that, except as otherwise agreed with EQR, the Agents, the Forward Sellers and the Forward Purchasers shall not be construed to apply to responsible for any payment made transfer taxes on resale of Securities by the Borrower pursuant to it and in accordance any costs and expenses associated with the express terms sale and marketing of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, Securities other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationspecifically provided above.

Intentionally Omitted. IfWith respect to each and every sublease or subletting authorized under the provisions of this Lease (other than a sublease by Tenant to Landlord), except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of it is further agreed: (a) no subletting shall be for a greater proportion term ending later than one (1) day prior to the Expiration Date; (b) no subtenant shall take possession of the aggregate amount Demised Premises or any portion thereof until an executed counterpart of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by such sublease has been delivered to Landlord; (c) such subtenant shall not have any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders rights to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and underlet all or any portion of the payment giving rise thereto is recoveredsubleased space without Landlord's consent, such participations and shall be rescinded and subject to Landlord's right to sublease, in each of which cases on the purchase price restored basis provided in this Lease except that, if such subtenant is an Affiliate of Tenant at the time of the proposed subletting, Landlord's consent shall only be required if Tenant, assuming Tenant wanted to sublet said space, would be required to obtain Landlord's consent thereto (nor shall such subtenant have any right to assign its interest in the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, sublease other than to the Borrower successor to the business of the subtenant by virtue of a merger, consolidation, sale of all or substantially all of such subtenant's assets or stock provided Landlord shall be given notice of the applicable event within twenty (20) business days after the occurrence thereof); (d) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any Subsidiary previous act or Affiliate thereof unless omission of Tenant under such sublease, (ii) be subject to any offset which theretofore accrued or may thereafter accrue to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease, not consented to by the Required Lenders Landlord, or by any previous prepayment of more than one (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation1) month's rent.

Intentionally Omitted. If10. Efforts to Consummate. Each of the parties shall take such actions and do such things as are commercially reasonable to consummate the Transaction as provided in this Agreement, except as expressly provided hereinincluding, without limitation, (i) cooperating to obtain all material consents and Approvals referred to in Section 4.5 of Sellers’ Disclosure Schedule or otherwise necessary in order to consummate the Transaction, (ii) filing all forms, registrations and notices required to be filed by or on behalf of such party in order to consummate the Transaction, and taking all commercially reasonable actions necessary to obtain any requisite material Approvals by any third party or Governmental Authority, (iii) performing such party’s obligations under this Agreement, and (iv) avoid taking any action that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Lender shallApproval from any third party or Governmental Authority necessary to be obtained prior to the Closing. Without limiting the generality of the foregoing, by exercising any within two (2) Business Days following expiration of the Due Diligence Period, Sellers shall provide a copy of this Agreement to North Suburban Realty, Inc. (the “Ground Lease Landlord”) 43 and shall request that the Ground Lease Landlord waive its right of set-off or counterclaim or otherwisefirst refusal, and provide any and all necessary Approvals, under that certain Ground Lease dated February 15, 1989 between the Ground Lease Landlord and ▇▇▇▇ Ridge. Nothing in this Section 6.10 shall be construed to expand the Buyer’s obligations to make any filings of perform any actions to obtain payment in respect any necessary Approval and/or termination of any principal of or interest on waiting period under any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in Antitrust Laws, which obligations are governed solely by Section 6.3. The parties hereto agree that should Sellers not obtain such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans waiver, ▇▇▇▇ Ridge shall be deemed excluded from this Agreement (and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion Facility shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders not be transferred to the extent necessary so that Buyer) and the benefit of all such payments Purchase Price shall be shared reduced by all such Lenders ratably the amount allocated to ▇▇▇▇ Ridge in accordance with the aggregate amount of principal of Exhibit “C” and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations related adjustments hereunder shall be rescinded and the purchase price restored made to the extent of reflect such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationexclusion.

Intentionally Omitted. IfThe parties hereto acknowledge and agree that Tenant shall remain in occupancy of the Premises (or portions thereof) during the construction of the Fifth and Sixth Amendment Tenant Improvements, except as expressly provided hereinthat Landlord’s construction of the Fifth and Sixth Amendment Tenant Improvements within the Premises (or portions thereof) shall not be deemed a constructive eviction of Tenant and that, during the construction of the Fifth and Sixth Amendment Tenant Improvements, there may be a loss of utility services to Premises (or portions thereof) and that from time to time during construction of the Fifth and Sixth Amendment Tenant Improvements, Landlord may turn off some or all of the utilities services to the Premises (or portions thereof) at reasonable times, upon at least forty-eight (48) hours prior written notice (or at any Lender shalltime and with no prior notice with respect to any portion of the Premises which, at such time, is not occupied by exercising Tenant), and Tenant acknowledges and agrees that neither Landlord nor its contractor shall be liable for any right of set-off or counterclaim or otherwisedamage to, obtain payment in respect of any principal loss of or interest interference with Tenant’s equipment or operations in the Premises on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion account of the aggregate amount construction of its Revolving Loans the Fifth and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated LenderSixth Amendment Tenant Improvements. Landlord shall use commercially reasonable efforts, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders consistent with Institutional Owner Practices, to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if required to turn off utility services to the Premises, to use commercially reasonable efforts to turn such services off during non-business hours, (ii) minimize any such participations are purchased adverse impact on Tenant’s use of and all or any portion access to the Premises and Tenant’s business operations in the Premises in connection with Landlord’s construction of the payment giving rise thereto is recovered, such participations shall be rescinded Fifth and the purchase price restored to the extent of such recovery, without interestSixth Amendment Tenant Improvements, and (iiiii) in the event of any loss of utility services to the Premises in connection with the construction of the Tenant Improvements, to restore such utility services as promptly as practicable. Tenant hereby acknowledges and agrees that the Fifth and Sixth Amendment Tenant Improvements together with any other improvements, modifications or alterations performed by Tenant during the Term (as extended hereby) shall be subject to the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender Lease as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationamended hereby.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising with reasonable promptness following any right of set-off Casualty or counterclaim Condemnation, notify Borrower whether or otherwisenot Net Proceeds are required to be made available to Borrower for a Restoration pursuant to this Section 6.4 (or, obtain payment if the same are not required to be made available to Borrower for Restoration pursuant to this Section 6.4, whether Lender will nevertheless make the same available, which election Lender may make in respect of its sole discretion). All Net Proceeds and the Net Proceeds Deficiency not made available for a Restoration pursuant to this Section 6.4 and any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Excess Net Proceeds required to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably applied in accordance with subclause (B) of Section 6.4(b)(vii) hereof (as applicable, a “Net Proceeds Prepayment”) shall be applied by Lender in accordance with Section 2.4.2 hereof. If any such Net Proceeds Prepayment shall be equal to or greater than sixty percent (60%) of the aggregate original principal amount of the Loan, Borrower shall have the right, regardless of any restrictions contained in Section 2.4.1 hereof, to prepay the outstanding principal balance of the Loan (a “Casualty/Condemnation Prepayment”) and accrued interest on their respective Revolving Loans obtain the release of the Property from the Lien of the Mortgage thereon and participations in LC Disbursements and Swingline Loans; related Loan Documents, provided that (i) if any such participations are purchased and all Borrower shall consummate the Casualty/Condemnation Prepayment on or any portion before the second Payment Date occurring following the proposed date of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, intended Casualty/Condemnation Prepayment and (ii) Borrower pays to Lender, concurrently with making such Casualty/Condemnation Prepayment, the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower amounts required pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationSection 2.4.2(b) hereof.

Intentionally Omitted. IfLandlord shall contribute up to a maximum of $460,000.00, except as expressly provided herein, any Lender shall, by exercising any right plus additional sums equal to the actual out-of-pocket cost of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment the installation of a greater proportion building standard sprinkler system in the Demised Premises and the actual, out-of-pocket cost of the aggregate amount installation of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than sixty (60) tons of base building HVAC to service the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase Demised Premises (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders specifically limited to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that providing (i) if any such participations are purchased the HVAC units and all or any portion the main trunk line into the Demised Premises with respect to the HVAC units to be installed within the core of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interestDemised Premises, and (ii) the HVAC units only (i.e. without the distribution system therefor) with respect to the HVAC units to be installed above the drop ceiling), towards the cost of Tenant's Initial Work (the "Tenant Improvement Allowance"). Tenant shall, as Tenant's Initial Work progresses, submit statements to Landlord from time to time, but not more often than once per month, setting forth the cost of those aspects of the Tenant's Initial Work which have been completed through the date of such statement (such statement to be prepared in accordance with standard progress payment application forms issued by the American Institute of Architects). Each such statement shall be accompanied by a certificate from an authorized officer of Tenant requesting reimbursement for sums paid or to be paid (such requested amount, the "Requested Allowance Payment") and certifying that: (i) the Requested Allowance Payment is then due and payable by Tenant or has theretofore been paid by Tenant; and (ii) the intended use thereof is for satisfaction of amounts paid or amounts due and owing Tenant's contractor in connection with Tenant's Initial Work. Following receipt of any such statement and accompanying certificate, Landlord shall pay to Tenant (or to Tenant's contractor, if so directed by Tenant) a portion of the Tenant Improvement Allowance in an amount equal to ninety (90%) percent of the subject Requested Allowance Payment (but in no event shall the aggregate amount of such payments by Landlord exceed the Tenant Improvement Allowance). The ten (10%) percent of each Requested Allowance Payment not so paid to Tenant shall be retained by Landlord (subject to the following provisions of this paragraph Section), and the total amount so retained is hereinafter collectively referred to as the "Retained Allowance". Provided that no event of default shall not have occurred and be construed continuing hereunder beyond the expiration of the applicable notice and cure period provided herein for the cure thereof (if any), Landlord shall pay the entire Retained Allowance to apply Tenant, following Tenant's written request therefor and Landlord's receipt of the following materials: (A) a certification from Tenant's architect or engineer that Tenant's Initial Work has been substantially completed in strict accordance with the final construction documents approved by Landlord and that Tenant's Initial Work has been performed and completed in strict accordance with the requirements and provisions of this Lease and all governmental permits, licenses and authorizations required for Tenant's Initial Work; (B) a certificate from an authorized officer of Tenant certifying: (i) the total cost of Tenant's Initial Work (which certification shall substantiate such total cost to the reasonable satisfaction of Landlord); and (ii) that Tenant's Initial Work has been fully paid for or will be fully paid for upon receipt of the Retained Allowance; (C) lien waivers from all contractors and subcontractors which performed all or any portion of Tenant's Initial Work, stating that they have been fully paid for the work completed by such contractors or subcontractors; and (D) a certificate of occupancy for the Demised Premises. Upon delivery of such certificate, evidence and other documentation, Tenant shall have the reasonable right to control the release and payment made by of the Borrower pursuant Retained Allowance to its contractors, subcontractors and materialmen. Prior to paying the Retained Allowance, Landlord shall have the right, provided Landlord exercises such right within ten (10) days after Tenant's request for the Retained Allowance, to (a) inspect all of Tenant's Initial Work to determine if it has been completed substantially in accordance with the express terms final construction documents, and (b) review all invoices and evidence of this Agreement or any payment obtained by a Lender as consideration thereof for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesTenant's Initial Work, to the extent it may effectively do so under applicable lawsuch payments have been made. To the extent such payments have not been made, that any Lender acquiring a participation pursuant Landlord shall have the right (but not the obligation) to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect make such payments directly to such participation contractors, subcontractors or materialmen. The right to receive reimbursement for the cost of Tenant's Initial Work as fully as if such Lender were a direct creditor set forth herein shall be the exclusive benefit of Tenant, it being the express intent of the Borrower parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity. If the total charges for Tenant's Initial Work are less than the maximum amount of the Tenant Improvement Allowance set forth above, Tenant shall not be entitled to receive the remainder of such Tenant Improvement Allowance in any form. Tenant hereby acknowledges that, except as hereinafter provided, in no event shall any portion of the Tenant Improvement Allowance be paid or applied against any "soft costs". The term "soft costs", as used herein, shall generally include, without limitation, the fees and charges of any architects, engineers and other consultants engaged by Tenant in connection with Tenant's Initial Work; the fees and charges incurred in connection with obtaining governmental and quasi-governmental permits, authorizations and approvals; the costs and charges incurred in connection with the installation of Tenant's data and telecommunication wiring and cabling in and about the Demised Premises (or any portion thereof); and the costs and expenses incurred by Tenant in connection with the acquisition, transport and/or installation of Tenant's personnel, furniture, fixtures, equipment or decorations in the amount Demised Premises (or any portion thereof). Notwithstanding the foregoing, Tenant shall be permitted to apply up to $46,000.00 of such participationthe Tenant Improvement Allowance in the aggregate towards architectural and engineering costs.

Intentionally Omitted. IfProvided that Lessee has received from each mortgagee of Lessor a non-disturbance and attornment agreement, which shall be in form and substance reasonably satisfactory to Lessee and its counsel and which shall be in recordable form, Lessee agrees: (a) that except as expressly provided hereinhereinafter provided, this Lease, and all of Lessee’s rights hereunder, shall be subject and subordinate to any first mortgage and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (b) that if the holder of any such mortgage (“Mortgagee”) or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Lessee will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Lessor under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease. Notwithstanding anything to the contrary set forth above, any Lender shallMortgagee may at any time subordinate its Mortgage to this Lease, without Lessee’s consent, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment execution of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving written document subordinating such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Mortgage to this Lease to the extent necessary so that the benefit of all such payments set forth therein, and thereupon this Lease shall be shared by all deemed prior to such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored Mortgage to the extent set forth in such written document without regard to their respective dates of such recoveryexecution, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to delivery and/or recording and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesthat event, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to extent-set forth in such written document such Mortgagee shall have the foregoing arrangements may exercise against the Borrower same rights of set-off and counterclaim with respect to such participation this Lease as fully as if such Lender were though this Lease had been executed and a direct creditor memorandum thereof recorded prior to the execution, delivery and recording of the Borrower Mortgagee and as though this Lease had been assigned to such Mortgagee. Should Lessor or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Lessee upon written request, and from time to time, will execute and deliver without charge and in form satisfactory of Lessor the amount of Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such participationsubordination and/or agreement to attorn, in recordable form.

Intentionally Omitted. IfTenant hereby indemnifies and holds harmless Landlord against any cost, liability or claim asserted against Landlord or any Landlord Party for any brokerage commission, finder's fee, consultant's fee or other compensation with respect to any assignment or sublease or proposed assignment or sublease or other occupancy agreement (except if Landlord shall exercise the Recapture Sublease Option and thereafter enter into an assignment of the Recapture Sublease or enter into a sub-sublease with such proposed assignee or subtenant procured by such broker, finder or consultant); provided, however, (a) if it shall be finally determined by a court of competent jurisdiction that Landlord or any Landlord Party is liable for such brokerage commission, finder's fee, consultant's fee or other compensation based upon a written or oral agreement between such broker, finder or consultant, as expressly provided hereinthe case may be, and Landlord or any Landlord Party, as the case may be, then Landlord shall reimburse Tenant for, and hold Tenant harmless against, such loss, cost, liability or claim, including reasonable attorneys' fees and disbursements incurred by Tenant in the investigation or defense of such claim, action or proceeding, and (b) if Landlord or any Landlord Party pays any sum to a party asserting or prosecuting such a claim, action or proceeding in connection with a settlement or compromise thereof releasing Landlord or such Landlord Party from liability therefor (a "Settlement Payment"), then Tenant shall not be responsible for reimbursing Landlord or such Landlord Party for such Settlement Payment pursuant to this Section 7.9 unless Tenant shall have previously approved such settlement payment in writing, such approval not to be unreasonably withheld, conditioned or delayed. If this Lease is assigned, the assignor and all its predecessors as tenant hereunder (collectively, the "predecessor tenants") shall be and remain fully liable for the due performance and observance of all of the terms and conditions of this Lease to be performed by Tenant throughout the Term and no amendment of this Lease or waiver of, or consent to departure from, any Lender shall, by exercising any right of set-off the terms and conditions of this Lease shall constitute a novation or counterclaim or otherwise, obtain payment in respect of any principal of or interest on otherwise release any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lenderpredecessor tenants, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) provided, however, if any such participations are purchased and all or subsequent amendment made without any portion such predecessor tenant's consent shall increase the obligations of the payment giving rise thereto is recoveredTenant hereunder, such participations shall be rescinded and the purchase price restored to the extent of such recoverypredecessor tenant, including, without interestlimitation, and (ii) the provisions of this paragraph Tenant named herein, shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim liable with respect to such participation as fully as if such Lender were a direct creditor incremental increase. Tenant shall pay to Landlord, promptly upon demand therefor, all reasonable out-of-pocket costs (including, without limitation, reasonable attorneys' fees and disbursements incurred by Landlord in connection with any assignment of this Lease or sublease of the Borrower in the amount of such participationpremises, if Landlord's consent is requested or required therefor).

Intentionally Omitted. IfIt is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent or any of the Banks against the relevant Qualified Borrower or its respective successors or assigns or any other party or against any security for the payment and performance of the Guaranteed Obligations and without the necessity of any notice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled (including, except without limitation, diligence, presentment, notice of incurrence of any Guaranteed Obligation, maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of further security, release of further security, imposition or agreement arrived at as to the amount of or the terms of the Guaranteed Obligations, notice of adverse change in such Qualified Borrower’s financial condition and any other fact which might materially increase the risk to Guarantor), all of which Guarantor hereby expressly provided hereinwaives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any of the Banks against such Qualified Borrower or its respective successors or assigns, any Lender shall, by exercising any right of set-off the rights or counterclaim remedies reserved to the Administrative Agent or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders Banks pursuant to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph the Loan Documents. Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any of the Banks which is inconsistent with the waiver in the immediately preceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and, in addition, may not be construed pleaded or introduced as evidence in any litigation relating to apply to any payment made by this Guaranty for the Borrower pursuant to and in accordance reason that such pleading or introduction would be at variance with the express written terms of this Agreement or any payment obtained Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed by a Lender as consideration duly authorized officer. Guarantor specifically acknowledges and agrees that the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and such waivers, the assignment of or sale of a participation in any of its Administrative Agent and the Banks would not make requested Loans or participations in LC Disbursements and Swingline Loans otherwise extend credit to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationQualified Borrower.

Intentionally Omitted. If▇▇▇▇▇▇▇▇ agrees that at any time Lender shall have the unilateral right to elect to uncross any of the Properties (the “Affected Property”). In furtherance thereof, except Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate to such Affected Property the Release Amount allocable to such Individual Property (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”) having a principal amount equal to the Allocated Loan Amount, (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property and (iv) take such additional action consistent therewith; provided that such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) any monetary obligation of Borrower under the Loan Documents (including, but not limited to, the initial weighted average as expressly provided hereinbetween the Note and the New Note), or (B) any Lender shallother obligation of Borrower under the Loan Documents to more than a de minimis extent or decrease in the aggregate any rights of Borrower or any other Borrower Party under the Loan Documents, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect to more than a de minimis extent. In connection with the transfer of any principal of or interest on any of its Revolving Loans or participations such Affected Property as provided for in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion this Section 9.2.2(f), the Loan shall be reduced by an amount equal to amount of the aggregate New Note applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of its Revolving Loans the Affected Property from the lien of the Loan pursuant to this Section 9.2.2(f), the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. At the request of Lender, Borrower shall otherwise reasonably cooperate with Lender and participations Lender in LC Disbursements their attempt to satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the Affected Property from the Securitization and Swingline Loans splitting of the Loan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that the single purpose nature and accrued interest thereon bankruptcy remoteness of Individual Borrowers owning Individual Properties other than the proportion received by any other similarly situated Lender, then the Lender receiving Affected Property following such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans release have not been adversely affected and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably are in accordance with the aggregate amount of principal of terms and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall Agreement (which evidence may include a “bring-down” of the Insolvency Opinion); and (B) the execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be construed a “significant modification” of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to apply to a REMIC Trust, have been satisfied or have not otherwise been violated. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents, Lender shall cause all reasonable costs and expenses incurred by Borrower in connection with this Section 9.2.2(f) (including, without limitation, any payment made costs and expenses incurred by the Borrower pursuant to and in accordance connection with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor transfer of the Borrower in Affected Property to a Special Purpose Entity and the amount maintenance and operation of such participationSpecial Purpose Entity) to be paid by Lender.

Intentionally Omitted. IfIt is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent or any of the Lenders against the relevant Qualified Borrower or its respective successors or assigns or any other party or against any security for the payment and performance of the Guaranteed Obligations and without the necessity of any notice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled (including, except without limitation, diligence, presentment, notice of maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of further security, release of further security, imposition or agreement arrived at as to the amount of or the terms of the Guaranteed Obligations, notice of adverse change in such Qualified Borrower’s financial condition and any other fact which might materially increase the risk to Guarantor), all of which Guarantor hereby expressly provided hereinwaives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any of the Lenders against such Qualified Borrower or its respective successors or assigns, any Lender shall, by exercising any right of set-off the rights or counterclaim remedies reserved to the Administrative Agent or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders pursuant to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph the Loan Documents. Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any of the Lenders which is inconsistent with the waiver in the immediately preceding sentence shall be void and may be ignored by the Administrative Agent and the Lenders, and, in addition, may not be construed pleaded or introduced as evidence in any litigation relating to apply to any payment made by this Guaranty for the Borrower pursuant to and in accordance reason that such pleading or introduction would be at variance with the express written terms of this Agreement or any payment obtained Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed by a Lender as consideration duly authorized officer. Guarantor specifically acknowledges and agrees that the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and such waivers, the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements Administrative Agent and Swingline the Lenders would not make requested Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationQualified Borrower.

Intentionally Omitted. If(i) On the Repurchase Date (or Early Repurchase Date or Early Facility Termination Date, except as expressly provided hereinapplicable) with respect to a Transaction, termination of such Transaction will be effected by transfer to Seller or its agent of the Purchased Assets relating to such Transaction and any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price with respect to such Transaction to an account of Buyer; it being understood that, for the avoidance of doubt, with respect to any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment termination of a greater proportion Transaction consisting of one or more Purchased Assets comprised of a Mortgage Loan(s) and a corresponding Mezzanine Loan(s) (as described in the definition of “Eligible Asset”), such termination shall require the repurchase of all Purchased Assets subject to such Transaction, inclusive of such Mezzanine Loan(s). In connection with any such termination of a Transaction pursuant to the preceding sentence, upon its receipt of the aggregate amount of Repurchase Price as confirmed by Buyer, Buyer shall (A) be deemed to have simultaneously released its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued security interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans related Purchased Asset and participations in LC Disbursements the related Collateral, (B) authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset, and Swingline Loans of other Lenders (C) to the extent necessary so that any UCC financing statement filed against Seller identifies such Purchased Asset, authorize Seller to file an amendment thereto or termination thereof evidencing the benefit release of all such payments Purchased Asset from Buyer’s security interest therein, and (D) to the extent Buyer has recorded any Assignment of Mortgage in favor of Buyer pursuant to Section 7(c) of this Agreement, deliver an Assignment of Mortgage executed by Buyer to Seller or Seller’s designee (and notarized if required) and any assignment of leases and rents, if any, to Seller for Seller to record in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (and Seller shall promptly provide Buyer with evidence of recordation or submission for recordation and, following Seller’s receipt thereof from the applicable governmental recording office, a recorded copy of such instrument). Any such transfer or release shall be shared without recourse to Buyer and without representation or warranty by all Buyer. Any Income with respect to such Lenders ratably Purchased Asset received by Buyer after payment in full of the Repurchase Price therefor and any other amounts due hereunder with respect to such Purchased Asset, and the release of such Purchased Asset in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans Agreement, shall be promptly transferred to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationSeller.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Intentionally Omitted. If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if Notwithstanding anything to the contrary contained in this lease, in the event that any asbestos-containing floor tiles or lead paint shall be discovered in or about the Premises which shall be required to be removed or remediated as a consequence of the change or modification of applicable Legal Requirements which are in effect as of the date of this lease, unless the existence of such participations are purchased materials in or about the Premises (I.E., the introduction of such materials into the Premises and the Unit) shall result from any act or omission (where there is a duty to act) from and after the date of this lease of Tenant or any of Tenant's subtenants or other occupants of all or any portion of the payment giving rise thereto is recoveredPremises claiming by, such participations through or under Tenant, or any of Tenant's or their respective employees, agents or contractors, Landlord shall (and Landlord's sole liability shall be rescinded to), at Landlord's sole cost and expense, as promptly as reasonably practicable following notice from Tenant, remove or remediate any such materials (such removal or remediation being herein referred to as "LANDLORD'S HAZARDOUS MATERIALS WORK") in accordance with all applicable Legal Requirements. Tenant shall promptly vacate any floor or portion thereof (as reasonably determined by the parties) in which Landlord shall be required to perform Landlord's Hazardous Materials Work in accordance with this Section 2.01(d)(i) (any such floor or portion thereof being hereinafter referred to as a "LANDLORD'S HAZARDOUS MATERIALS WORK AREA"). Tenant hereby acknowledges that the performance of Landlord's Hazardous Materials Work by Landlord may cause some inconvenience to Tenant and interference with the conduct of Tenant's business in any portions of the Premises adjacent to any Landlord's Hazardous Materials Work Area, whether located on the same floor as a Landlord's Hazardous Materials Work Area or on a contiguous floor (any such portions of the Premises being hereinafter referred to as an "ADJACENT AREA"), including, without limitation, the sealing off of the Landlord's Hazardous Materials Work Area from any Adjacent Area and the purchase price restored to the extent performance of such recovery, without interestactions and the imposition of such requirements as may be necessary to (A) comply with applicable Legal Requirements or insurance requirements, and (iiB) provide for the provisions safety of this paragraph Tenant's employees, contractors and invitees in any Adjacent Area during the performance of Landlord's Hazardous Materials Work (including without limitation, if necessary in the parties' reasonable judgment, a requirement that Tenant vacate the entire floor or a portion of a floor on which Landlord is required to perform any Landlord's Hazardous Materials Work). Tenant further acknowledges and agrees that Landlord shall not be construed liable to apply Tenant, nor shall Tenant be entitled to any payment made diminution or abatement of rent (except as hereinafter set forth) or other compensation or allowance for diminution of rental value, nor shall this lease or any of the obligations of Tenant be affected or reduced, as a result of the performance by Landlord of any Landlord's Hazardous Materials Work or as a result of the Borrower pursuant existence in the Premises of any of the materials described in this Section 2.01(d)(i). Subject to the foregoing, Landlord shall use commercially reasonable efforts to (1) minimize the size of any area that is sealed off as a Landlord's Hazardous Materials Work Area and (2) perform Landlord's Hazardous Materials Work expeditiously and in accordance a manner that will create the least practicable inconvenience to Tenant and interference with the express terms conduct of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Tenant's business in the amount of such participationPremises, provided that Landlord shall in no event be obligated to perform same on an "overtime" basis.

Intentionally Omitted. IfThe Borrowers hereby designate the Administrative -------- Agent to serve as the Borrowers' agent, except as expressly provided hereinsolely for purposes of this Section 7.13, any Lender shallto maintain a register (the "Register") on which it will record the Commitments from time to time of each of the Banks, the Loans made by exercising any right each of set-off or counterclaim or otherwise, obtain payment the Banks and each repayment in respect of the principal amount of the Loans of each Bank. Failure to make any principal of such recordation, or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting error in such Lender receiving payment recordation shall not affect the Borrowers' obligations in respect of a greater proportion such Loans. With respect to any Bank, the transfer of the aggregate amount Revolving Loan Commitments of its Revolving Loans such Bank and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders rights to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interestof, and (ii) the provisions of this paragraph interest on, any Loan made pursuant to such Revolving Loan Commitments shall not be construed to apply to any payment made effective until such transfer is recorded on the Register maintained by the Borrower pursuant Administrative Agent with respect to ownership of such Revolving Loan Commitments and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans prior to any assignee or participant, other than such recordation all amounts owing to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim transferor with respect to such participation Revolving Loan Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as fully soon thereafter as if practicable, the assigning or transferor Bank shall surrender the Note evidencing such Lender were a direct creditor of the Borrower Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Bank and/or the new Bank. The Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of such participationwhatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 7.13.

Intentionally Omitted. IfAddendum to Article 7 (Subordination). Tenant covenants and agrees that, except if by reason of a default on the part of Landlord, as expressly provided hereinlessee under any ground or underlying lease, in performance of any Lender shallof the terms or provisions of such ground or underlying lease, or for any other reason of any nature whatsoever, such ground or underlying lease and leasehold estate of Landlord as lessee thereunder is terminated by exercising summary proceeding or otherwise, or if such ground or underlying lease and such leasehold estate is terminated through foreclosure proceedings brought by the holder of any mortgage to which such ground or underlying lease is subject or subordinate, or in case of any foreclosure of any mortgages affecting the real property of which the demised premises is a part, Tenant will attorn to the lessor under such proceedings, as the case may be and will recognize such lessor or such purchaser as Tenant's landlord under this Lease, unless the lessor under such ground or underlying lease or the holder of any such mortgage in any such proceedings shall elect in connection therewith to terminate this Lease and the rights of Tenant to the possession of the demises premises. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord, the lessor under any such ground or underlying lease, or any such mortgagee or purchaser any instrument which may be necessary or appropriate to evidence such attornment and Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute and deliver any such instrument for and on behalf of Tenant. Such attornment by Tenant shall contain, among other things, provisions to the effect that in no event shall such lessor, mortgagee or purchaser as landlord, (i) be obligated to repair, replace or restore the Building or the demised premises in the event of damage or destruction, beyond such repair, replacement or restoration as can be reasonably accomplished from the net proceeds of insurance actually received by or made available to such landlord, (ii) be responsible for any previous act or omission of the landlord or the tenant under such ground or underlying lease or for the return of any security deposit unless actually received by such landlord, (iii) be subject to any liability or offset accruing to Tenant against Landlord, (iv) be bound by any previous modification or extension of this Lease unless previously consented to, or (v) be bound by any previous prepayment of more than one month's rent or other charge. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of set-off election to terminate this Lease or counterclaim to surrender possession of the demised premises in the event such ground or otherwise, obtain payment in respect underlying lease terminates or any such summary proceeding or foreclosure proceeding is brought by the lessor under any such ground or underlying lease or the holder of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans mortgage and participations in LC Disbursements agrees that, unless and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if until any such participations are purchased lessor under any such ground or underlying lease or holder of any such mortgage in connection with any such proceeding shall elect to terminate this Lease and all or any portion to extinguish the leasehold estate of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of Tenant hereunder this paragraph Lease shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation affected in any way whatsoever by any such proceeding or termination. Notwithstanding the above, Landlord shall use reasonable efforts to provide to Tenant a subordination and non-disturbance agreement from any mortgagees of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to real property of which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring demised premises forms a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationpart.

Intentionally Omitted. IfBorrower shall cause Mortgage Borrower to observe and perform (and shall cause the Board to observe and perform) each and every term to be observed or performed by Mortgage Borrower and/or the Board in all material respects pursuant to the Condominium Documents. Borrower shall cause Mortgage Borrower to (i) restrict the Board from taking any action with respect to the Condominium and/or the ▇▇▇▇▇▇ Property that would be contrary to or inconsistent with any applicable covenant contained in this Agreement or in any other Loan Documents, except as expressly provided herein(ii) cause the Board to comply with any applicable covenant of Mortgage Borrower contained in the Mortgage Loan Agreement, any Lender shallthis Agreement or in the other Loan Documents relating to the Condominium and/or the ▇▇▇▇▇▇ Property, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion (iii) cause the Board to hold the funds of the aggregate amount Condominium in an Eligible Account at an Eligible Institution, and (iv) not permit the Board to establish any significant working capital or similar reserves or undertaking any significant capital expenditures. Borrower shall not permit Mortgage Borrower to, and Borrower shall not (and shall cause Mortgage Borrower to not) permit, consent to or otherwise allow the Board to, create any new Units or sell any Units (other than in connection with the release of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably ▇▇▇▇▇▇ Property in accordance with the aggregate amount of principal of terms and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion conditions of the payment giving rise thereto is recovered, such participations Mortgage Loan Documents and this Agreement). Borrower shall cause Mortgage Borrower to obtain resignation letters from each voting member of the Board and any officers of the Condominium appointed by Mortgage Borrower to be rescinded held by Lender in escrow and submitted upon the occurrence and continuance of an Event of Default and Mortgage Borrower shall obtain the agreement of the Board and the purchase price restored officers of the Condominium to, subject to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Mortgage Lender were a direct creditor under the Mortgage Loan Documents, have Lender appoint each voting member of the Borrower in Board upon the amount occurrence and during the continuance of such participationan Event of Default.

Intentionally Omitted. If, except (k) (l) Proprietary Information; Confidentiality. Purchaser acknowledges that the ---------------------------------------- Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents for any purpose other than as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment set forth in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion the preceding sentence. Purchaser shall not disclose the contents of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon Property Documents to any person other than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face valuey) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that those persons (i) if any such participations who are purchased and all or any portion (A) responsible for determining the feasibility of Purchaser's acquisition of the payment giving rise thereto is recoveredProperty or (B) the third party to which Purchaser intends to transfer the Property following the Closing, such participations shall be rescinded and the purchase price restored or (C) potential lenders to the extent or tenants of such recovery, without interest, Purchaser and (ii) who have agreed to preserve the provisions confidentiality of this paragraph such information as required hereby or (z) to persons as required by law (collectively, "Permitted Outside Parties"). Purchaser shall not be construed to apply to any payment made by divulge the Borrower pursuant to and contents of the Property Documents except in strict accordance with the confidentiality standards set forth in this Section 4(f). In permitting Purchaser to review the Property Documents, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express terms or implied, have been offered, intended or created. (m) (n) No Representation or Warranty by Seller. Purchaser acknowledges that, --------------------------------------- except as expressly set forth in this Agreement, Seller has made nor makes any warranty or representation regarding the truth, accuracy or completeness of this Agreement the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the Property Documents were prepared by third parties other than Seller. Seller expressly disclaims any payment obtained by a Lender as consideration and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the assignment of Property Documents, or sale of a participation in any of other written or oral communications transmitted or made available to Purchaser. Purchaser shall rely solely upon (i) Seller's representations and warranties expressly set forth herein and (ii) its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim own investigation with respect to such participation as fully as if such Lender were a direct creditor the Property, including, without limitation, the Property's physical, environmental or economic condition, compliance or lack of the Borrower in the amount of such participation.compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. Seller has not

Intentionally Omitted. If, except as expressly provided [OR] [Limitations on Exercise. [THIS BLOCKER PROVISIONS TO BE INCLUDED ONLY IF REQUEST OF THE HOLDER.] (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any Lender shall, by exercising any right exercise of set-off this Warrant (or counterclaim or otherwise, obtain payment otherwise in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion hereof) shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders be limited to the extent necessary so that to ensure that, following such exercise (or other issuance), the benefit total number of all shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such payments purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be shared by all such Lenders ratably determined in accordance with Section 13(d) of the aggregate Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:30 P.M., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of principal securities or other consideration that such Holder may receive in the event of and accrued interest on their respective Revolving Loans and participations a Fundamental Transaction as contemplated in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion Section 9 of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored this Warrant. By written notice to the extent of such recoveryCompany, without interest, and (ii) the Holder may waive the provisions of this paragraph shall Section but any such waiver will not be construed effective until the 61st day after such notice is delivered to apply the Company, nor will any such waiver effect any other Holder. (b) Notwithstanding anything to any payment made the contrary contained herein, the number of Warrant Shares that may be acquired by the Borrower pursuant Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the express terms Exchange Act and the rules and regulations promulgated thereunder. Each delivery of this Agreement or any payment obtained by an Exercise Notice hereunder will constitute a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to representation by the Required Lenders (as to which Holder that it has evaluated the provisions limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph shall apply)Section. The Borrower consents Company’s obligation to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights issue shares of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor Common Stock in excess of the Borrower limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such participationHolder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived.]

Intentionally Omitted. IfExcept as otherwise agreed between the Transaction Entities and the Agents, except as expressly provided hereinthe Forward Sellers and the Forward Purchasers, any Lender shallto pay all costs, by exercising any right of set-off or counterclaim or otherwiseexpenses, obtain payment fees and taxes in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance connection with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased the preparation and all or any portion filing of the payment giving rise thereto is recoveredRegistration Statement, such participations shall be rescinded the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto, and the purchase price restored printing and furnishing of copies of each thereof to the extent Agents and to dealers (including costs of such recoverymailing and shipment), without interest, and (ii) the provisions registration, issue and delivery of the Securities, (iii) the qualification of the Securities for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Agents or the Forward Sellers may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents and the Forward Sellers in connection therewith) and the printing and furnishing of copies of any blue sky surveys to the Agents, (iv) the listing of the Securities and Common Shares to be issued under Forward Contracts on the Exchange and any registration thereof under the Exchange Act, (v) any filing for review, and any review, of the public offering of the Securities by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers in connection therewith), (vi) the fees and disbursements of counsel to EQR and of EQR’s independent registered public accounting firm, (vii) the reasonable fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers, and (viii) the performance of EQR’s other obligations under this paragraph Agreement, the Master Forward Confirmation, any Terms Agreement and any Supplemental Confirmation; provided that, except as otherwise agreed with EQR, the Agents, the Forward Sellers and the Forward Purchasers shall not be construed to apply to responsible for any payment made transfer taxes on resale of Securities by the Borrower pursuant to it and in accordance any costs and expenses associated with the express terms sale and marketing of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, Securities other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationspecifically provided above.

Intentionally Omitted. IfUnless the Mezzanine Loan is fully repaid and all of Borrower’s and Property Owners’ obligations thereunder are satisfied in full, except as expressly provided hereinBorrower may not refinance or extend the maturity date of either of the existing Senior Loans with an independent, unrelated institutional lender in an arms length transaction without the approval of Lender, in its sole discretion, first had and obtained. Without limiting any Lender shall, by exercising any right other basis for Lender’s withholding of set-off or counterclaim or otherwise, obtain payment in respect its approval of any principal refinancing of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion the Senior Loans, Lender’s disapproval shall be deemed to have been given if the refinancing does not meet any of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that following minimum requirements: (i) if except with respect to the Susquehanna Loan, the term of any such participations are purchased and all or any portion replacement Senior Loan must extend through at least the scheduled Maturity Date of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and Mezzanine Loan; (ii) the provisions loan to value ratio of the replacement Senior Loan, plus any remaining Senior Loan, plus this paragraph shall Mezzanine Loan to the Lender determined fair market value of the Properties must be 75% or less; (iii) at the closing of the replacement Senior Loan, Borrower must cause the replacement Senior Lender to enter into an Intercreditor Agreement with Lender on substantially the same terms (as determined by Lender) as the Intercreditor Agreements with each of the prior Senior Lenders (with all of Lender’s costs and expenses, including the fees and expenses of its legal counsel, in connection with all aspects of the refinancing to be reimbursed to Lender by Borrower upon demand); (vi) the principal amount of the replacement Senior Loan must not be construed to apply to any payment made by exceed the Borrower pursuant to and then current principal balance of the prior Senior Loan unless this Mezzanine Loan is repaid in accordance full with the express terms proceeds thereof; and (vii) no Default or Event of this Agreement Default has occurred and is continuing. In connection with any proposed refinance by Borrower, Borrower shall deliver to Lender an appraisal prepared by an MAI appraiser approved in advance by Lender, which appraisal determines the fair market value of the Properties by using discounted cash flow, sales comparables and direct capitalization approaches to valuation (and not replacement cost), and which is addressed and delivered to the Lender. Borrower shall pay to Lender one hundred percent (100%) of the Net Proceeds from any refinancing of any of the Senior Loans or any payment obtained by a Lender as consideration for other similar capital event until all Accrual Amounts and accrued but unpaid interest under the assignment of or sale of a participation Note have been paid in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationfull.

Intentionally Omitted. If, except as expressly provided herein, The Borrowers shall reimburse each Group Lender on demand for any Lender shall, loss (excluding any loss of the Applicable Margin) incurred or to be incurred by exercising it in the reemployment of the funds released (i) by any right prepayment or conversion (for any reason) of set-off any Eurodollar Loan if such Loan is repaid other than on its last day of the Interest Period for such Loan or counterclaim (ii) in the event that after the Borrowers deliver a notice of Borrowing under Section 2.1(a) or otherwise, obtain payment a notice of conversion or continuation under Section 2.11(a) in respect of any principal Eurodollar Loans, such Loan is not made on the first day of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting the Interest Period specified in such Lender receiving payment notice of Borrowing for any reason other than (I) a greater proportion suspension or limitation under Section 2.10(b) of the aggregate right of the Borrowers to select a Eurodollar Loan or (II) a breach by the Group Lenders of their obligation hereunder. Such loss shall be the amount as reasonably determined by such Group Lender as the excess, if any, of (A) the amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and interest which would have accrued to such Group Lender on the amount so paid or not borrowed, continued or converted at a rate of interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders equal to the extent necessary interest rate applicable to such Loan pursuant to Section 2.7 hereof (but excluding the Applicable Margin) over (B) the amount realized by such Group Lender in reemploying the funds not advanced or the funds received in prepayment or realized from the Loan so that continued or converted during the benefit of all such payments period referred to above. Each Group Lender shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored deliver to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed Borrowers from time to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement time one or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in more certificates setting forth the amount of such participationloss (and in reasonable detail the manner of computation thereof) as determined by such Group Lender, which certificates shall be conclusive absent manifest error. The Borrowers shall pay the Administrative Agent for the account of such Group Lender the amount shown or such certificate within ten (10) days of the Borrowers’ receipt of such certificate. The Administrative Agent is authorized (but not obligated) to debit any deposit account of the Borrower now or hereafter maintained by the Borrower with the Administrative Agent (including without limitation any Collection Account) to pay any such amount due under this Section 2.12(e) that is not paid when due.

Intentionally Omitted. IfExcept for the transactions identified in Section 7.9 below, except as expressly provided herein, any Lender shall, by exercising any Landlord shall have the right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans sole and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that absolute discretion to: (i) if terminate this Lease in the case of any such participations are purchased and proposed assignment of this Lease; or (ii) terminate this Lease either in its entirety or only as it relates to the Proposed Sublet Space in the case of a proposed subletting of all or any substantially all of the Premises; or (iii) to terminate this Lease only as it relates to the Proposed Sublet Space in the case of a proposed subletting of less than all or substantially all of the Premises for substantially the entire remaining term of this Lease. If Landlord elects to exercise its rights under this Section 7.3, it will send Tenant written notice of such termination within ten (10) business days after Landlord’s receipt of Tenant’s Request Notice. If Landlord exercises its option to terminate this Lease only with respect to the Proposed Sublet Space under clause (iii) above, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Transfer Commencement Date in the condition required pursuant to Section 22.3 hereof, at which time such space shall thereafter be deleted from the Premises, and (b) as to that portion of the payment giving rise thereto Premises which is recoverednot part of the Proposed Sublet Space, such participations this Lease shall be rescinded remain in full force and effect, except that Base Rent, Additional Rent, the purchase price restored number of Parking Permits, and any other items which are determined on a per square foot basis shall (notwithstanding anything contained in this Lease to the extent contrary) be proportionately reduced, based on the amount of square footage deleted from the Premises in relation to the total square footage in the Premises immediately prior to such recovery, without interest, and termination. If Landlord exercises its option under either clause (i) or clause (ii) above to terminate this Lease in its entirety, then Tenant shall tender the entire Premises to Landlord on the Proposed Transfer Commencement Date in the condition required pursuant to Section 22.3 hereof, at which time the Lease shall terminate. Notwithstanding the foregoing provisions of this paragraph Section 7.3, Landlord shall not be construed have the right to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of terminate this Agreement or any payment obtained by a Lender Lease (either as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower entire Premises or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Proposed Sublet Space) in the amount case of such participationan assignment or sublease under Section 7.9.

Intentionally Omitted. IfAll questions concerning the construction, except as expressly provided hereinvalidity, any Lender shall, by exercising any right enforcement and interpretation of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments this Agreement shall be shared governed by all such Lenders ratably and construed and enforced in accordance with the aggregate amount internal laws of principal the State of New York, without regard to the principles of conflicts of law thereof. Debtor agrees that all proceedings concerning the interpretations, enforcement and accrued interest on their defense of the transactions contemplated by this Agreement and the Notes (whether brought against a party hereto or its respective Revolving Loans affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and participations federal courts sitting in LC Disbursements the City of New York, Borough of Manhattan. Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and Swingline Loans; provided federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that (i) if it is not personally subject to the jurisdiction of any such participations are purchased court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any portion of the payment giving rise thereto is recovered, such participations party shall be rescinded and the purchase price restored commence a proceeding to the extent of such recovery, without interest, and (ii) the enforce any provisions of this paragraph Agreement, then the prevailing party in such proceeding shall not be construed to apply to any payment made reimbursed by the Borrower pursuant to other party for its reasonable attorney’s fees and in accordance other costs and expenses incurred with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements investigation, preparation and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount prosecution of such participationproceeding.

Intentionally Omitted. If, except as expressly provided herein, If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated LenderPurchaser Indemnified Party becomes entitled to indemnification under this Article VII, then the Lender receiving such greater proportion Parent shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders transfer from Sellers to the extent necessary so applicable Purchaser Indemnified Parties such number of Indemnity Equity Shares having a value equal to the Losses to which such Purchaser Indemnified Party is entitled to indemnification. Within five (5) Business Days after the date that is eighteen (18) months following the benefit of all such payments Closing Date, Parent shall be shared by all such Lenders ratably release to the Sellers, allocated between the Sellers in accordance with the aggregate amount of principal of and accrued interest on proportion to their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or Percentage Interests, any portion of the payment giving rise thereto Indemnity Equity Shares that is recoverednot subject to then-pending claims made by any Purchaser Indemnified Party under this Article VII prior to such time. If any claim made by any Purchaser Indemnified Party is still pending as of such time, then Parent shall retain a portion of the Indemnity Equity Shares representing an amount equal to the amount of such participations Losses relating to such pending claims, which shares shall be rescinded and retained by Parent in the purchase price restored names of Sellers until such claims have been satisfied or otherwise resolved, at which point, Parent shall (i) transfer to the extent applicable Purchaser Indemnified Parties such number of Indemnity Equity Shares having a value equal to the Losses to which such Purchaser Indemnified Party is entitled to indemnification in connection with resolution of such recovery, without interestclaims, and (ii) release to the provisions Sellers any remaining portion of this paragraph shall the Indemnity Equity Shares. Each Seller covenants and agrees that it will not be construed to apply distribute, grant or transfer any interest in the Indemnity Equity Shares to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than Person prior to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor expiration of the Borrower in the amount of Survival Period, and any such participationattempted transfer shall be void ab initio.

Intentionally Omitted. IfExcept as otherwise agreed between the Transaction Entities and the Agents, except as expressly provided hereinthe Forward Sellers and the Forward Purchasers, any Lender shallto pay all costs, by exercising any right of set-off or counterclaim or otherwiseexpenses, obtain payment fees and taxes in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance connection with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased the preparation and all or any portion filing of the payment giving rise thereto is recoveredRegistration Statement, such participations shall be rescinded the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto, and the purchase price restored printing and furnishing of copies of each thereof to the extent Agents and to dealers (including costs of such recoverymailing and shipment), without interest, and (ii) the provisions registration, issue and delivery of the Securities, (iii) the qualification of the Securities for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Agents or the Forward Sellers may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents and the Forward Sellers in connection therewith) and the printing and furnishing of copies of any blue sky surveys to the Agents, (iv) the listing of the Securities and Common Shares to be issued under Forward Contracts on the Exchange and any registration thereof under the Exchange Act, (v) any filing for review, and any review, of the public offering of the Securities by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers in connection therewith), (vi) the fees and disbursements of counsel to EQR and of EQR’s independent registered public accounting firm, (vii) the reasonable fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers, and (viii) the performance of EQR’s other obligations under this paragraph Agreement, the Master Forward Confirmation, any Terms Agreement and any Supplemental Confirmation; provided that, except as otherwise agreed with EQR, the Agents, the Forward Sellers and the Forward Purchasers shall not be construed to apply to responsible for any payment made transfer taxes on resale of Securities by the Borrower pursuant to it and in accordance any costs and expenses associated with the express terms sale and marketing of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, Securities other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationspecifically provided above.

Intentionally Omitted. If, except as expressly provided hereinNotwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than any Mortgage Loan Borrower Related Party) which has extended a credit or repurchase facility to such Noteholder and that is either a Qualified Institutional Lender shallor a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 19(f), it being further agreed that a financing provided by exercising a Note Pledgee to a Noteholder or any right person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to Securitization, the consent of set-off or counterclaim or otherwiseeach other Noteholder and (b) after Securitization, obtain payment Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Noteholder in respect of any principal its obligations under this Agreement of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in which default such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline LoansNoteholder has actual knowledge; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the provisions pledging Noteholder in respect of this paragraph its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be construed obligated to apply cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such Note Pledgee copies of any payment notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but AGREEMENT BETWEEN NOTEHOLDERS 57199.57/ The Bancorp., Inc. Portfolio not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to the Borrower other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in accordance with or confirmed by the express terms of pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any payment obtained Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered by a Lender Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as consideration for to such collateral), in accordance with applicable law and this Agreement. In such event, the assignment of or sale of a participation in Noteholders and any of its Loans or participations in LC Disbursements Servicer shall recognize such Note Pledgee (and Swingline Loans to any assignee or participant, transferee other than to the Mortgage Loan Borrower or any Subsidiary or Affiliate thereof unless consented which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the Required Lenders (as to which the terms and provisions of this paragraph shall apply)Agreement. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off a Note Pledgee under this Section 19(f) shall remain effective as to any Noteholder (and counterclaim with respect to any Servicer) unless and until such participation Note Pledgee shall have notified any such Noteholder (and any Servicer, as fully as if such Lender were a direct creditor of the Borrower applicable) in writing that its interest in the amount of such participationpledged Note has terminated.

Intentionally Omitted. If(a) Landlord and the Board of Managers reserve the right, except at any time, without it being deemed a constructive eviction and without incurring any liability to Tenant therefor, or affecting or reducing any of Tenant's covenants and obligations hereunder, to make or permit to be made such changes, alterations, additions and improvements in or to the Unit or the Building and the fixtures and equipment thereof, as expressly well as in or to the street entrances, atrium, doors, halls, passages, elevators, escalators and stairways thereof, and other public parts of the Unit and the Building, as Landlord and/or the Board of Managers shall deem necessary or desirable. Landlord agrees that any changes, alterations, additions or improvements performed pursuant to this Section shall not, either during performance thereof or when completed, unreasonably interfere with the access to or use of the Premises by Tenant or, when completed, diminish beyond an immaterial extent any services to be provided hereinby Landlord hereunder or reduce beyond an immaterial extent the rentable square foot area (using the rentable square foot areas of the Premises set forth in this lease) or the floor-to-ceiling height of the Premises. Except in emergency circumstances, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect Landlord shall give Tenant at least thirty (30) days' notice of any principal of such work which will or interest on is likely to affect the Premises or Tenant's use and enjoyment thereof, and such work shall be performed as provided in Section 15.05 hereof. (b) Notwithstanding anything to the contrary contained in this lease, Landlord shall not make, and Landlord shall not permit any of its Revolving Loans other tenant or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion occupant of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated LenderBuilding to make, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion penetrations within five (5) feet of the payment giving rise thereto is recovered, such participations shall be rescinded and South demising wall of the purchase price restored to the extent of such recovery, without interest, space shown on EXHIBIT CC-1 annexed hereto and (ii) any penetrations within the provisions area shown on EXHIBIT CC-2 annexed hereto, without the prior written approval of this paragraph Tenant, which approval shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement unreasonably withheld or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationdelayed.

Intentionally Omitted. IfNotwithstanding the foregoing provisions of Section 5.1.10, Borrower shall not be obligated (1) to provide information that is subject to the quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine or (2) to provide information or assistance that could give Lender or its Affiliates a “competitive” advantage with respect to markets in which GLP, Lender or any of Lender’s Affiliates and Borrower, Guarantor or any of Borrower’s Affiliates might be competing at any time (“Restricted Information”) it being understood that Restricted Information shall not include revenue and expense information relevant to Lender’s calculation and verification of Borrower’s compliance with Section 5.1.22 hereof, provided that the foregoing information shall be provided on a Master Lease-portfolio wide (as opposed to Facility by Facility) basis, except as expressly where required by Lender to be able to make submissions to, or otherwise to comply with requirements of, gaming and other regulatory authorities, in which case such additional information (including Facility by Facility performance information) will be provided herein, any by Borrower to Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; required (provided that (i) if any Lender shall in such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored instance first execute a nondisclosure agreement in a form reasonably satisfactory to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof unless consented to by the Required Lenders (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if information). Lender shall retain audit rights with respect to Restricted Information to the extent required to confirm Borrower’s compliance with this Agreement (and GLP’s compliance with Securities Exchange Commission, Internal Revenue Service and other legal and regulatory requirements) and provided that appropriate measures are in place to ensure that only Lender’s auditors and attorneys (and not Lender or GLP or any of Lender’s other Affiliates) are provided access to such information). In addition, Lender were shall not disclose any Restricted Information to any Person or any employee, officer or director of any Person (other than GLP or a direct creditor Subsidiary of the Borrower in the amount Lender) that directly or indirectly owns or operates any gaming business or is a competitor of such participationBorrower, Guarantor or any Affiliate of Borrower.