Common use of of the Lease Clause in Contracts

of the Lease. Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000

of the Lease. Tenant hereby agrees to give to Lender copies Depending on the type of all notices emergency service required in Tenant’s Premises, emergency service response should be available within ninety (90) minutes of Landlord default(s) under notice. The Airport will consider a longer response time at Tenant’s request. Except for emergency response, servicing of the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall ATMs must be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time done during off-peak hours as may be designing in writing from time to time by the Airport Director. City acknowledges that Tenant is a federally regulated financial institution that must comply with the safeguards for customer information contained in the Xxxxx-Xxxxx-Xxxxxx Act and regulations promulgated pursuant to the Xxxxx-Xxxxx-Xxxxxx Act. Tenant agrees to take reasonable measures to enable Lender protect its confidential and proprietary information, including buty not limited to remedyTenant’s customer, commercial or cause technical information (collectively, “Confidential Information”). In certain situations set forth in this Lease, City may have access to be remediedthe Premises and, therefore, to Tenant’s Confidential Information. Additionally, should Tenant disclose any Confidential Information to City, including as part of its reporting requirements under this Lease, and Tenant in good faith considers any such default in addition information proprietary or confidential, Tenant will xxxx such material as “Confidential Information” and if not so marked, it shall not be deemed Confidential Information hereunder. City hereby agrees that it shall not reproduce or disclose any of Tenant’s Confidential Information to any third party nor may it remove any such Confidential Information from the Premises. Notwithstanding anything to the period given to Landlord for remedyingcontrary in this Lease, or causing to be remediedupon expiration of this Lease, if any such default. Tenant Confidential Information remains on the Premises, City shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting either return the same to completion with reasonable diligence, subject to force majeure, Tenant or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligencedestroy it. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease If City or any extension of its representatives or renewal thereofagents breaches the covenants set forth in this paragraph, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed irreparable injury may result to Tenant or Lender, as the case may be, at the following addresses: If such third parties entrusting Confidential Information to Tenant: Tiffany . Therefore, Tenant’s remedies at law may be inadequate and Company 600 Madison Avenue New YorkTenant shall be entitled to seek an injunction to restrain any continuing breach. If Confidential Information in City’s control has been stolen, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxxdisclosed, XXXlost or is unaccounted for (collectively, Secretary a “Disclosure”), City must immediately notify Tenant and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000take commercially reasonably measures to assist Tenant in determining the extent of the Disclosure.

of the Lease. Tenant hereby agrees Guarantor shall be released from further liability under this Guaranty (except to give to Lender copies of all notices of Landlord default(s) the extent that Lessee shall remain liable for obligations under the Lease in arising prior to the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy date of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default Permitted Transfer under the Lease, or to cause any default provisions of Landlord under the Lease to be remedied, and for last proviso set forth in Paragraph 12.1(b) unless the new guarantor expressly guaranties such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist continuing obligations) (i) as long as Lenderif a new guaranty of lease, in good faithsubstantially the form attached to the Lease as Exhibit F, shall have commenced to cure such default within is executed by a new guarantor which meets the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, Financial Suitability Test or (ii) if possession of the Premises transferee meets the Financial Suitability Test. As used herein, the “Financial Suitability Test” means that, when the Permitted Transfer is required in order to cure such defaulteffective, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents giving effect to the Assignment transactions of Leases and Rents from Landlord to Lender in connection with which the Loan. Tenant acknowledges that the interest of the Landlord under the Lease Permitted Transfer is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomesa part, the fee owner of Permitted Transfer transferee or the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lendernew guarantor, as the case may be, shall have a ratio of total debt to EBITDA (earnings before interest, taxes, depreciation or amortization), determined on a proforma basis, which is not greater than the ratio of debt to EBITDA of the Guarantor as of the Commencement Date of the Lease. It is specifically agreed that the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or any assignee without consent or notice to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified. This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease, whether pursuant to the terms thereof or at law or in equity. No notice of default need be given to Guarantors, it being specifically agreed that the guarantee of the undersigned is a continuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following addresses: any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity. Lessor shall have the right to proceed against Guarantors hereunder following any breach or default by Lessee without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantors. Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation and protest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other Guarantor or any other person or entity liable to Lessor, (e) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogation. Notwithstanding the foregoing, Guarantor shall be entitled to assert any defense that Lessee could assert under the Lease other than any defense arising from the operation of any state or federal bankruptcy laws. Guarantors do hereby subrogate all existing or future indebtedness of Lessee to Guarantors to the obligations owed to Lessor under the Lease and this Guaranty. If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder. The obligations of Lessee under the Lease to Tenant: Tiffany execute and Company 600 Madison Avenue New Yorkdeliver estoppel statements and financial statements, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxxas therein provided, XXX, Secretary shall be deemed to also require the Guarantors hereunder to do and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000provide the same.

of the Lease. If following receipt of a Self-Help Notice from Tenant, Landlord fails to cure the default or provide Tenant hereby agrees to give to Lender copies of all notices of written notice that Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any cure such default in addition to during the period given to Landlord for remedyingCure Period, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by then a “Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or Failure” shall be deemed to exist (i) as long as Lenderand Tenant will have, in good faithaddition to and not in limitation of Tenant’s other rights and remedies as may be specified in this Lease, the right to perform Landlord’s maintenance, repair, and replacement obligations hereunder. Upon completion of such maintenance, repair, and replacement work by Tenant, Landlord shall have commenced to cure reimburse Tenant for the reasonable and actual out-of-pocket costs incurred by Tenant in performing such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or obligations (ii“Tenant Self-Help Costs”) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any demand from Tenant accompanied by reasonable documentation of such termination, costs. If Landlord within said thirty (30) day period does not reimburse Tenant, within fifteen then Tenant may deduct the outstanding Tenant Self-Help Costs from the following month’s Basic Rent payment until the balance is fulfilled; provided, however, that in no event may Tenant offset in one month more than 30% of the Basic Rent due for such month. “Landlord’s Cure Period” means: (15i) in the case of any Landlord default that poses an imminent, material threat to (x) persons or damage to Tenant’s property in the Premises or (y) Tenant’s regular course of business in the Premises (each, a “Critical Issue”) shall be seven (7) business days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon Landlord’s receipt of a written notice from Lender Reminder Notice, provided if the cure cannot be reasonably effected by Landlord within such 7-business day period, then such period shall include such additional time as may be reasonably necessary for Landlord to cure, if Landlord shall commence the cure, and shall notify Tenant that Landlord has commenced the cure, within the first seven (7) business days of the Landlord’s Cure Period, and thereafter diligently prosecutes such cure to completion, and (ii) in the case of any Landlord default that is not a Critical Issue (a “Standard Issue”) shall be 30 days after Landlord’s receipt of a default Self-Help Notice (unless Landlord has notified Tenant that Landlord will cure after the Reminder Notice in which case measured from receipt of the Reminder Notice), provided if the cure cannot be reasonably effected by Landlord under the Loanwithin such 30-day period, Tenant will thereafterthen such period shall include such additional time as may be reasonably necessary for Landlord to cure, if requested by LenderLandlord shall commence the cure, pay rent to Lender in accordance with and shall notify Tenant that Landlord has commenced the terms cure, within the first 10 business days of the LeaseLandlord’s Cure Period, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The and Office Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000Page 15

of the Lease. Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy proceed against Guarantor under this Guaranty immediately upon the occurrence of Tenant Default, without first pursuing any remedies Landlord default may have against Tenant or any other guarantor of Tenant Obligations and without first obtaining a judgment against Tenant or any other guarantor of Tenant Obligations. Should Landlord desire to proceed against Guarantor, Tenant and/or any other guarantor of Tenant Obligations under the Lease in any action related to a Tenant Default, Guarantor may be joined in such action and recovery may be had against Guarantor in such action to the full extent of Guarantor’s liability hereunder. This Guaranty shall not be affected or diminished by any assignment of the Lease or any waiver by Landlord of any provisions of the Lease. In addition, this Guaranty shall not be affected or diminished by any amendment or modification of the Lease entered into while Tenant is owned by Guarantor and Centerre Healthcare Corporation (“Centerre”). If there is an amendment or modification of the Lease that (i) is entered into while Tenant is not owned by Guarantor and Centerre, and (ii) increases the liabilities or obligations of Tenant under the Lease, then Guarantor shall not be responsible for any such increased liabilities or obligations; provided, this Guaranty shall not be affected or diminished by any amendments or modifications to the Lease that decrease Tenant’s liabilities or obligations, any waivers or forbearance by Landlord of Tenant’s obligations under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of extensions or time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to by Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept the performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant ’s obligations under the Lease. The Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000.

of the Lease. 4. Tenant hereby agrees to give to Lender shall provide Trustee with copies of all written notices sent to Landlord pursuant to the Lease simultaneously with transmission of such notices to Landlord. Tenant shall not cancel the Lease or claim a partial or total eviction or any abatement of the rents, additional rents or other sums payable under the Lease, or a set-off against Tenant's obligation for any such rent, additional rent or other sums, and agrees that, notwithstanding any provisions of the Lease to the contrary, Tenant will not exercise any such right or make any such claim, until (i) it has given written notice to Trustee of the act or omission which would entitle Tenant to exercise such right or make such claim, and (ii) a reasonable period (but in no event less than thirty (30) days) for remedying such act or omission shall have elapsed following the giving of such notice and provided Trustee shall, with reasonable diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied, following the time when Trustee shall have obtained possession of the Premises and/or otherwise become entitled under the Mortgage to remedy the same (which shall in no event be less than the period to which Landlord default(s) would be entitled under the Lease in to effect such remedy). Notwithstanding the same manner aspreceding sentence, if Trustee must obtain EXHIBIT B possession of the Premises to remedy such act or omission, and wheneverTrustee ceases to diligently pursue obtaining possession of the Premises, then Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documentsright or remedy to which Tenant is entitled. Tenant hereby consents Under no circumstances shall Trustee be obligated to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability remedy such act or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The Lease shall not be modified, amended or terminated (except a termination that is permitted in the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000omission.

of the Lease. In the ----------- event Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under makes the Lease in the same manner asrepair or replacement, and wheneversuch work will affect the structure of the Building and/or the Building systems, Tenant shall give any use only those contractors used by Landlord in the Building for work on such notice structure of default the Building or Building systems unless such contractors are unwilling or unable to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Leaseperform, or to cause any default of Landlord under timely and competitively perform, such work, in which event Tenant may utilize the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender services of any termother qualified contractor which normally and regularly performs similar work in comparable buildings. Furthermore, covenant, condition or agreement if Landlord does not deliver a detailed written objection to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such terminationinvoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct, from Rent payable by Tenant under the Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within fifteen thirty (1530) days after receipt of Tenant's invoice, a written objection to the payment of such requestinvoice, shall execute and deliver setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to Lender or its designee or nominee a new lease of be taken by Landlord pursuant to the Premises for the remainder of the term terms of the Lease upon all of or that the termscharges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), covenants and conditions of the Lease. Lender then Tenant shall have the rightnot then be entitled to such deduction from Rent, without but as Tenant's consentsole remedy, Tenant may proceed to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of claim a default by Landlord under the Loan, Tenant will thereafteror, if requested elected by Lendereither Landlord or Tenant, pay rent the matter shall proceed to Lender resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in accordance with the terms Section 16 (Arbitration) of the Lease, provided the rent paid to Lender and whose costs shall be credited against rent paid for by ---------- the losing -19- party, unless it is not clear that there is a "losing party," in which event the costs of arbitration shall be shared equally. If Tenant prevails in the arbitration, the amount of the award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys' fees and related costs) may be deducted by Tenant from the rents next due from Tenant and owing under the Lease. The Lease Notwithstanding the foregoing, Tenant shall not be modifiedhave the right to make repairs or replacements which Landlord is otherwise required to make hereunder, amended or terminated (except a termination that is permitted and to recover up to $25,000 of the cost thereof as provided in the Lease preceding paragraph, without written notice to Landlord's consent, if each of the following conditions is met: (i) by Tenant without Lender's prior written consent such repairs or replacements must be made immediately in each instanceorder to avoid imminent danger to life or significant property damage, which consent shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (bii) the date of delivery, refusal need for such repairs or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed replacements became known to Tenant or Lender, in such a time frame that written notice to Landlord is not practical and (iii) Tenant gives such notice to Landlord as is practical in the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000circumstances.

of the Lease. Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant 5. The consent herein granted shall give any such notice of default to Landlord, and no such notice of default shall not be deemed given to Landlord unless and until be a copy consent to the performance of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Leasealterations, installation of signs, or to cause any default change in the present manner of Landlord under the Lease operation of business conducted at the Sublease Premises, or to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as any other matter that may be reasonable referred to enable Lender or contemplated by the Sublease Agreement (other than the Sublease itself) to remedy, or cause to be remedied, the extent that any such default in addition to the period given to Landlord for remedying, or causing to consent would be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. 6. The Lease consent herein granted shall not be modifieddeemed to be an acknowledgment of the validity or accuracy of any recital, amended statement or terminated (except a termination that is permitted representation contained in the Lease Sublease Agreement, or a waiver of any uncollected or unbilled Fixed Rent, additional rent or other charges that may be due or payable under the Lease. 7. Landlord shall not be deemed a party to the Sublease or the Sublease Agreement, and Landlord’s consent to the Sublease shall not bind Landlord to any term or provision contained therein. 8. Sublandlord and Subtenant jointly represent to Landlord that the Sublease Agreement annexed hereto is a true copy of the Sublease Agreement, and constitutes the entire agreement between Sublandlord and Subtenant relating to the Sublease consented to herein. Sublandlord and Subtenant agree that they will not change, modify or amend the Sublease Agreement without Landlord's consent) by Tenant without Lender's the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, Landlord’s consent shall not be required in connection with any cancellation or termination of the Sublease Agreement including, without limitation, pursuant to an express termination right set forth in the Sublease Agreement (including, without limitation, Sublandlord’s right to terminate the Sublease Agreement in the event of a default by Subtenant thereunder and Subtenant’s right to terminate the Sublease Agreement set forth in Section 2(c) thereof). Any notice, election, communication, request or other document or demand required or permitted under this Agreement Sublandlord and Subtenant shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 provide Landlord with a copy to: Gibbonsof any agreement amending (after the above referenced consent has been obtained from Landlord) or terminating the Sublease Agreement after the execution thereof by Sublandlord and Subtenant. 9. Each of Sublandlord and Subtenant represents and warrants to Landlord that, Del Deoexcept as expressly set forth in the Sublease Agreement, Dolanneither Sublandlord nor Subtenant has employed, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newarkdealt with or negotiated with any broker in connection with the Sublease other than Xxxxx Xxxx LaSalle Brokerage Inc. (the “Broker”). Sublandlord and Subtenant jointly and severally covenant and agree to indemnify Landlord against, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxxand hold Landlord harmless from, Xxx. Fax: any and all liability, damage, cost and expense (973) 639-6300 Xx xo Lender: Wachovia Bankincluding, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlottewithout limitation, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000reasonable

of the Lease. All Tenant hereby agrees Improvements and the LCW by Tenant shall be performed and constructed by Tenant in accordance with the Approved TI Plans and, with respect to give to Lender copies of all notices of Landlord default(s) under the Lease in LCW by Tenant, the same manner asApproved Shell and Core Plans, and wheneverin compliance with Applicable Laws and the Approvals. No Tenant Improvements and the LCW by Tenant shall be performed except in accordance with the Approved TI Plans or the Approved Shell and Core Plans, as applicable, as they may be modified in accordance with this Work Letter. Prior to the commencement of the Tenant Improvements and the LCW by Tenant, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given deliver to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have any contract with Xxxxxx’s contractors (including the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remediedarchitect), and for such purpose Tenant hereby grants Lender such additional period certificates of time as may be reasonable to enable Lender to remedy, or cause to be remedied, insurance from the architect and any such default in addition to the period given to Landlord for remedying, or causing to be remedied, contractor performing any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession part of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by LenderTenant Improvements and, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomesapplicable, the fee owner of the Premises. LCW by Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender evidencing insurance in accordance compliance with the terms of the Lease. Tenant shall endeavor to have Landlord named as a third-party beneficiary (on a non-exclusive basis) of any contract entered into by Tenant with the Tenant’s architect, provided any consultant providing design or engineering services for the rent paid Tenant Improvements, any contractor or any subcontractor, and of any warranty or indemnity made by any contractor or any subcontractor. Landlord shall not exercise its rights with respect to Lender its third party beneficiary status under the immediately preceding sentence unless (i) Tenant is in default under the Lease beyond applicable notice and cure periods, (ii) the Lease has otherwise terminated or otherwise is no longer in effect, or (iii) otherwise where Landlord has a bona fide, good faith claim against such architect, consultant, contractor, or subcontractor, in which case Landlord and Tenant will cooperate to pursue such claim. All Tenant Improvements and the LCW by Tenant shall be credited against rent due from constructed in a good and workmanlike manner, in compliance with Applicable Laws. All Tenant contracts related to the Tenant Improvements and the LCW by Tenant shall provide that Tenant may assign such contracts and any warranties with respect to the Tenant Improvements and the LCW by Tenant to Landlord, upon Landlord’s request, effective at the end of the Term or in the event of a Default by Tenant under the Lease. The Lease Tenant shall not be modifiedtake, amended and shall require its contractors to take, commercially reasonable steps to protect the Premises from damage as a result of the performance of any Tenant Improvements and the LCW by Tenant, including covering or terminated (except temporarily removing any window coverings so as to guard against dust, debris or damage. Tenant shall conduct the Tenant Improvements and the LCW by Xxxxxx in a termination manner that is permitted reasonably minimizes interference with other construction activities at the Premises, in a manner consistent with first-class life sciences buildings. 77 Tenant shall diligently prosecute and substantially complete the Lease without Landlord's consent) Tenant Improvements and the LCW by Tenant without Lender's prior written consent in on or before the first anniversary of the Commencement Date with respect to the Day 1 Space and on or before the first day of the 18th month following the Commencement Date with respect to the Tenant Improvements for the Day 2 Space, subject to extension due to Landlord Delay or Force Majeure. For purposes of this paragraph, “substantially complete” and “substantial completion” shall mean that the Tenant Improvements and the LCW by Tenant have been completed, other than minor punchlist-type items the completion of which will not unreasonably delay or interfere use of the affected areas of the Premises for the regular conduct of business. Promptly following substantial completion of each instancephase and the LCW by Tenant, which consent Tenant shall not be unreasonably withheld or delayedprovide Landlord with a certificate of substantial completion by Xxxxxx’s architect on a form reasonably approved by Landlord. Any noticeNotwithstanding anything to the contrary herein, election, communication, request or other document or demand required or permitted under this Agreement the determination of substantial completion with respect to the TI by Landlord shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000made by Landlord’s architect.

of the Lease. (G)(1) If requested so to do by Tenant hereby agrees at the time of Tenant's request for Landlord's consent to give sublease, Landlord shall, with respect to Lender copies of all notices each Protected Subtenant, execute and deliver a subordination, non-disturbance and attornment agreement reasonably acceptable to Landlord and Tenant, containing, among other things, provisions to the effect that, if this Lease shall terminate or be terminated for any reason, Landlord will recognize such subtenant as a direct tenant of Landlord default(s) under the Lease in on the same manner asterms and conditions as are contained in its sublease (each a "Protected Sublease"), and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist provided that (i) as long as Lender, in good faith, no default shall have commenced to occurred under such sublease and be continuing beyond any applicable notice and cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligenceperiods, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance sublease complies with the terms of the this Lease in all respects, (iii) such sublease does not, in Landlord's reasonable judgment, increase Landlord's obligations above those set forth herein or diminish Landlord's rights below those set forth in this Lease, provided in either event by more than a de minimis amount, (iv) such subtenant shall have a net worth, at the rent paid time such sublease is entered into, at least equal to Lender the Protected Subtenant Required Minimum Net Worth, (v) notwithstanding the rents payable under such sublease, effective upon the termination of this Lease, the rents payable under such sublease shall be credited against adjusted to equal the greater of (x) the total rent due from Tenant per rentable square foot payable under this Lease times the Lease. The Lease number of rentable square feet contained in the related sublet premises plus Escalation Rent calculated in accordance with Article 27, except that the number of rentable square feet in the sublet premises shall be used for the purpose of determining "Tenant's Share" or (y) the fixed rent plus additional rent payable in respect of increases in Taxes and Operating Expenses pursuant to such sublease, (vi) any right that such subtenant may have to require its landlord to construct leasehold improvements or to pay a work allowance shall not be modifiedbinding on Landlord, amended or terminated (except a termination that is permitted in vii) any modification of such sublease without the Lease without Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent of Landlord shall not be unreasonably withheld or delayed. Any notice, election, communication, request or other document or demand required or permitted render void the obligations of Landlord under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses: If to Tenant: Tiffany and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000such

of the Lease. (v) Landlord transfers Landlord's rights under this guaranty; (vi) Landlord consents to the assignment by Tenant of Tenant's rights under the Lease; (vii) Landlord deals in any respect with Tenant and the Obligations as if this Guaranty were not in effect; (viii) Tenant is released or discharged in any creditor's proceedings, receivership, bankruptcy or other proceeding; (ix) the liability of Tenant or Landlord's claim against the estate of Tenant in bankruptcy is impaired, limited or modified or any remedy for the enforcement of Tenant's said liability under the Lease, resulting from the operation of any present or future provision of the federal Bankruptcy Reform Act of 1978, as amended, or other statute or from the decision in any court, is impaired, limited or modified; or (x) the Lease is rejected or disaffirmed in any such proceedings, or the Lease is assumed or assumed and assigned in any such bankruptcy proceedings. If, as a result of such proceedings, Landlord is forced to refund any payment made by Tenant to Landlord because it is found to be a preference or for any other reason, Guarantor hereby agrees covenants to give pay such amount to Lender copies Landlord upon demand. All of all notices of Landlord default(s) Landlord's rights and remedies under the Lease in the same manner asor under this Guaranty are intended to be distinct, separate and whenever, Tenant shall give any such notice of default to Landlordcumulative, and no such notice of default shall be deemed given to Landlord unless right and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease therein mentioned is intended to be remedied, and for such purpose Tenant hereby grants Lender such additional period in exclusion of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender a waiver of any termof the others. Specifically, covenantthe Obligations of Guarantor hereunder shall not be released by Landlord's receipt, condition application or agreement release of security given for performance and observance of covenants and conditions required to be performed and observed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease, provided the rent paid to Lender shall be credited against rent due from Tenant under the Lease. The Lease Until the Obligations have been paid in full, Guarantor shall not be modified, amended or terminated (except a termination that have any right of subrogation unless such right is permitted expressly granted in the Lease without writing by Landlord's consent) by Tenant without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. Any noticeindebtedness of Tenant held by Guarantor is hereby subordinated to this Guaranty; and such indebtedness of Tenant to Guarantor, electionif Landlord so requests, communication, request or other document or demand required or permitted under this Agreement shall be in writing collected, enforced and received by Guarantor as trustee for Landlord and shall be deemed delivered paid over to Landlord in order to satisfy the Obligations guaranteed hereunder. Landlord, in Landlord's sole discretion, may apply all payments received by Landlord from Tenant, Guarantor or any other guarantor under any other instrument, or realized by Landlord from any security in such manner and order or priority as Landlord sees fit, to any of the Obligations of Tenant due at the time of such application. This Guaranty and all the Obligations thereunder shall be binding on the earlier to occur undersigned and its successors and assigns. The word "person", as used herein, includes natural persons and entities of (a) receipt or (b) all kinds. Suit may be brought and maintained against Guarantor without the date joinder of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lenderany other person. This instrument may not be changed, as the case may bemodified, at the following addresses: If to Tenant: Tiffany discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Company 600 Madison Avenue New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx, XXX, Secretary and Xxxxxxx Xxxxxel Fax: (212) 230-5320 with a copy to: Gibbons, Del Deo, Dolan, Xxxxxxxxxx & Xecchione One Riverfront Plaza Newark, New Jersey 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx, Xxx. Fax: (973) 639-6300 Xx xo Lender: Wachovia Bank, National Xxxxxxxxxxx Commercial Real Estate Services 8739 Research Drive URP-4 NC 1075 Charlotte, North Carolina 28262 Loan Numbxx: 00-0000000 Attention: Portfolio Managemexx Fax: (704) 715-0036 with a copy to: Timothy W. Corrigan, Esq. Moore & Van Allxx 100 North Tryon Street, Xxxxe 4000 Fax: (000) 000-0000Landlord.