Common use of Other Matters Clause in Contracts

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.

Other Matters. No reA. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall be held harmless and indemnified by the Fund in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 2 hereof with respect to Subcustodians and in subparagraph f of Paragraph L of Section 3 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-entry Entry System for Commercial Paper. The Custodian shall be liable for the acts or repossessionomissions of an Eligible Foreign Custodian (as such term is defined herein) to the same extent as set forth with respect to Subcustodians generally in this Agreement, repairsprovided the Custodian shall not be liable to any Fund for any loss, changesliability, alterations claim or expense resulting from or caused by anything that is part of Country Risk, including without limitation nationalization, expropriation, currency restrictions, insolvency of an Eligible Foreign Custodian, acts of war, civil war or terrorism, riots or insurrection, revolution, military or usurped powers, nuclear fusion, fission or radiation, earthquake, storm or other disturbance of nature or acts of God. If the Fund requires the Custodian in any capacity to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and additionsform satisfactory to it. Notwithstanding anything herein to the contrary, relettingin no event shall the Custodian or the Fund be liable for indirect, special or consequential damages. B. The Custodian may, in its sole discretion, advance funds on behalf of the Fund to make any payment permitted by this Agreement upon receipt of Proper Instructions for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Custodian, or for any other action reason) this Agreement deems any such overdraft or omission related indebtedness a loan made by Landlord the Custodian to the Fund payable on demand. Such overdraft shall bear interest at the current rate charged by the Custodian for secured loans unless the Fund shall provide the Custodian with agreed upon compensating balances. C. If the Custodian, its affiliates, subsidiaries or agents advances cash or securities to the Fund hereunder for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or if a Fund fails to compensate the Custodian pursuant to Section 9 hereof or fails to satisfy any obligation owed by the Fund to the Custodian hereunder, any property held for the account of the Fund shall be construed as an election by Landlord security therefor and should the Fund fail to terminate this Lease pay or Tenantreimburse the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund’s right assets to possessionthe extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out to the Fund cash or securities if the Custodian determines in its reasonable discretion that, nor shall after giving effect to the same operate Proper Instructions, the cash or securities remaining will not have sufficient value fully to release Tenant in whole secure the Fund's payment or in part from any of Tenant’s reimbursement obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder whether contingent or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Leaseotherwise.

Other Matters. No re-entry or repossessionNotwithstanding anything to the contrary herein contained, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord subject to terminate the provisions of this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s optionSection 27: (i) firstnothing in this Section 27 shall affect Tenant’s rights under Section 18. Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to the Costs of Relettingor after any attornment to such mortgagee), and (ii) second, no holder shall be relieved of its obligations as party-Land lord arising under the Lease from or after the date (“Succession Date’’) that such Holder first acquires title or possession to the payment of all costs of enforcing Premises. Tenant agrees that this Lease against Tenant shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any guarantor, of Landlord’s obligations (iii) third, and such Holder shall thereafter be liable only after it succeeds to the payment of all and holds Landlord’s interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant then only as the same become due (and with any remaining residue to be retained by Landlordlimited herein). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by In the event Tenant alleges that Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond under any applicable cure and grace period. The times set forth herein for of Landlord’s obligations under this Lease, Tenant agrees to give the curing Holder of defaults any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant are has been notified, in writing of the essence address of this Leaseany such holder.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant’s right to possession, after this Lease, or Tenant’s right to possession, is terminated based on a Default by Tenant.

Other Matters. No re-entry (a) Each indemnified party shall make commercially reasonably efforts to mitigate any claim or repossessionliability that an indemnified party asserts under this Article. In the event that an indemnified party shall fail to make such commercially reasonable efforts to mitigate any claim or liability, repairsthen notwithstanding anything else to the contrary contained herein, changesthe indemnifying party shall not be required to indemnify any indemnified party for any Damages that could reasonably be expected to have been avoided if the indemnified party had made such efforts. (b) The Purchase Price adjustment procedure provided by Article II of ---------- this Agreement shall not be subject to the provisions of this Article. Notwithstanding any provision of this Agreement to the contrary, alterations all parties hereto agree that, should it be necessary, an equitable adjustment will be made to prevent duplicate recovery for indemnification set forth in Article XI hereof ---------- or pursuant to the Purchase Price adjustment procedure set forth in Article II ---------- hereof with respect to the same item. (c) Any claim for indemnification under this Agreement shall, to the extent practicable, describe the claim in reasonable detail, include copies of any material written evidence thereof and additions, reletting, or any other action or omission by Landlord indicate the estimated amount of such claim. (d) All indemnification payments made pursuant to this Article shall be construed treated as an election by Landlord adjustments to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits Purchase Price for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery all Tax purposes. (e) The amount of any portion due hereunder Damages for which indemnification is provided under this Article shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, reduced by any net amounts recovered from an unaffiliated third party by the indemnified party under insurance policies and arrangements with respect to the Costs of Relettingsuch Damages, (ii) second, to reduced by the present value of any Tax benefits realized by the indemnified party from the incurrence or payment of all costs any such Damages, net of enforcing the present value of any Tax detriments realized or suffered by the indemnified party associated with the indemnification provided under this Lease against Tenant or any guarantorArticle, and (iii) third, shall be reduced by any amounts already taken into account pursuant to the payment Purchase Price adjustment provisions of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord)Article II. “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.---------- ARTICLE XII ----------- GENERAL PROVISIONS

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaws, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) aboverepairs, maintenance, changes, alterations and improvements to the Premises, brokerage commissions, advertising costs, attorneys’ fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives given required to enter leases with replacement tenants, and costs of collecting rent from replacement tenants, second, to the payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Laws to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant’s right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, reasonable attorneys’ fees, and any economic other costs and incentives given incurred in order to enter into leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues involves the payment of money by Landlord to Tenant, or the performance of alterations or improvements to the Premises, while Tenant is in default hereunder beyond any applicable Default hereunder. Tenant agrees that the notice and cure and grace period. The times rights set forth herein for contain the curing of defaults by Tenant are entire agreement of the essence of parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this LeaseLease or Tenant’s right to possession after this Lease or Tenant’s right to possession is properly terminated hereunder.

Other Matters. No reA. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall be held harmless and indemnified by the Fund in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 2 hereof with respect to Subcustodians and in subparagraph f of Paragraph L of Section 3 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-entry Entry System for Commercial Paper. The Custodian shall be liable for the acts or repossessionomissions of an Eligible Foreign Custodian (as such term is defined herein) to the same extent as set forth with respect to Subcustodians generally in this Agreement, repairsprovided the Custodian shall not be liable to any Fund for any loss, changesliability, alterations claim or expense resulting from or caused by anything that is part of Country Risk, including without limitation nationalization, expropriation, currency restrictions, insolvency of an Eligible Foreign Custodian, acts of war, civil war or terrorism, riots or insurrection, revolution, military or usurped powers, nuclear fusion, fission or radiation, earthquake, storm or other disturbance of nature or acts of God. If the Fund requires the Custodian in any capacity to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and additionsform satisfactory to it. Notwithstanding anything herein to the contrary, relettingin no event shall the Custodian or the Fund be liable for indirect, special or consequential damages. B. The Custodian may, in its sole discretion, advance funds on behalf of the Fund to make any payment permitted by this Agreement upon receipt of Proper Instructions for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Custodian, or for any other action reason) this Agreement deems any such overdraft or omission related indebtedness a loan made by Landlord the Custodian to the Fund payable on demand. Such overdraft shall bear interest at the current rate charged by the Custodian for secured loans unless the Fund shall provide the Custodian with agreed upon compensating balances. C. If the Custodian, its affiliates, subsidiaries or agents advances cash or securities to the Fund hereunder for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or if a Fund fails to compensate the Custodian pursuant to Section 9 hereof or fails to satisfy any obligation owed by the Fund to the Custodian hereunder, any property held for the account of the Fund shall be construed as an election by Landlord security therefor and should the Fund fail to terminate this Lease pay or Tenantreimburse the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund’s right assets to possessionthe extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out to the Fund cash or securities if the Custodian determines in its reasonable discretion that, nor shall after giving effect to the same operate Proper Instructions, the cash or securities remaining will not have sufficient value fully to release Tenant in whole secure the Fund’s payment or in part from any of Tenant’s reimbursement obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder whether contingent or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Leaseotherwise.

Other Matters. No re-entry or repossessionNotwithstanding anything to the contrary herein contained, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord subject to terminate the provisions of this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s optionSection 27: (i) firstnothing in this Section 27 shall affect Tenant’s rights under Section 18, Section 19 of this Lease, including any termination, abatement or offset rights under such Sections (whether accruing prior to the Costs of Relettingor after any attornment to such mortgagee), and (ii) second, no holder shall be relieved of its obligations as party-Landlord arising under the Lease from or after the date (“Succession Date”) that such Holder first acquires title or possession to the payment of all costs of enforcing Premises. Tenant agrees that this Lease against Tenant shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), no Holder shall be liable for failure to perform any guarantor, of Landlord’s obligations (iii) third, and such Holder shall thereafter be liable only after it succeeds to the payment of all and holds Landlord’s interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant then only as the same become due (and with any remaining residue to be retained by Landlordlimited herein). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by In the event Tenant alleges that Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond under any applicable cure and grace period. The times set forth herein for of Landlord’s obligations under this Lease, Tenant agrees to give the curing Holder of defaults any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant are has been notified, in writing of the essence address of this Leaseany such holder.

Other Matters. No re(i) Buyer, Company or the Surviving Corporation (as appropriate) shall be entitled to deduct and withhold from the consideration otherwise payable with respect to the cash-entry out of Options pursuant to Section 2.8(c)(i) of this Agreement and any other payment made pursuant to this Agreement at the time such payment is made, such amounts as Buyer, Company or repossession, repairs, changes, alterations the Surviving Corporation (as appropriate) is required to deduct and additions, relettingwithhold with respect to the making of such payment under the IRC, or any other action applicable provision of state, local, or omission by Landlord foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be construed timely paid to the appropriate Taxing Authority and shall be treated for all purposes of this Agreement as an election having been paid to the person in respect of whom such deduction and withholding was made. Payments of the net consideration to be paid to holders of the Options shall be made by Landlord Company checks through Company’s payroll process. (ii) Notwithstanding anything in this Agreement to terminate this Lease the contrary, any Common Stock or TenantPreferred Stock issued and outstanding immediately prior to the Effective Time and held by a holder who timely delivers to Company such holder’s notice of intent to demand payment for such holder’s shares if the Merger is effected, which holder has not previously, and thereafter does not, vote in favor of the Merger or consent thereto in writing and who otherwise properly demands appraisal for such Common Stock or Preferred Stock in accordance with the DGCL (“Dissenting Shares”), shall not be converted into a right to receive the Per Share Price or the Per Share Price Per Preferred Share at the Effective Time in accordance with Section 2.8 hereof, but shall represent and become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the laws of the State of Delaware, unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to possessionappraisal and payment under the DGCL. If, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accruedEffective Time, and no suit such holder fails to perfect or recovery of any portion due hereunder shall be deemed a waiver of Landlordwithdraws or otherwise loses such holder’s right to collect payment of the fair value, such former Dissenting Shares held by such holder shall be treated as if they has been converted as of the Effective Time into a right to receive, upon surrender as provided above, the Per Share Price or the Per Share Price Per Preferred Share in accordance with this Section 2.8. Company shall give Buyer the opportunity to participate in all amounts negotiations and proceedings with respect to which ▇▇▇▇▇▇▇▇ such demands. Company shall not make any payment with respect to, or settle or offer to settle, any such demands in excess of the payment of the Per Share Price or the Per Share Price Per Preferred Share in respect of any share of Common Stock or Preferred Stock, without the written consent of Buyer, except to the extent that Company’s cash is entitled hereunder, nor used prior to the Closing to effect such payment or settlement. Compliance by Company in delivering notice of any statutory rights to dissent to holders of capital stock of Company or in complying with the DGCL provisions related to dissenters rights shall the same not serve as any defense to waiver of the rights Company has under Section 4 of the Employee Stockholders Agreement against any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to holder who dissents in the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, Merger. (iii) thirdAt the Effective Time, the stock transfer books of Company shall be closed and no transfer of Common Stock or Preferred Stock shall thereafter be made or recognized and no exercise of any Options or Warrants shall be permitted. Until surrendered for exchange in accordance with the provisions of Section 2.10, each certificate theretofore representing shares of Common Stock or Preferred Stock and each Option and Warrant shall from and after the Effective Time be deemed to be cancelled and retired and shall cease to exist, and shall represent for all purposes only the payment of all interest and service charges accruing hereunder, right to receive the consideration set forth in this Section 2.8. (iv) fourthAfter the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the payment of Rent theretofore accruedrights, and (v) with the residue, if any, properties or assets acquired or to be held acquired by Landlord and applied to the payment of Rent and other obligations of Tenant Surviving Corporation as a result of, or in connection with, the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this LeaseMerger.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Lessee, or any other action or omission by Landlord Lessor shall be construed as an election by Landlord Lessor to terminate this Lease or Tenant’s ▇▇▇▇▇▇'s right to possession, or accept a surrender of the Premises, nor shall the same operate to release Tenant the Lessee in whole or in part from any of Tenant’s Lessee's obligations hereunder, unless express written notice of such intention is sent by Landlord Lessor or its agent to TenantLessee. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as To the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required fullest extent permitted by applicable law. All , all rent and other consideration paid by any replacement tenants Replacement Lessees shall be applied at Landlord’s optionapplied: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord Lessor and applied to the payment of Rent and other obligations of Tenant Lessee to Lessor as the same become due (and with any remaining residue to be retained by LandlordLessor). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, offset or counterclaim, or relief from any valuation or appraisement laws. Lessor may apply payments received from Lessee to any obligations of Reletting” shall include Lessee then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsLessee. Landlord Lessor shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default after the date of any Default by Lessee hereunder beyond any applicable cure unless and grace perioduntil the Default has been cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant ▇▇▇▇▇▇ are of the essence of this Lease. Lessee hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ fees, ' fees and any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant's right to possession, after this Lease, or Tenant's right to possession, is terminated based on a Default by Tenant.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant’s right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if anyally, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, reasonable attorneys’ fees, and any economic other reasonable costs and incentives given incurred in order to enter into leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant’s right to possession after this Lease or Tenant’s right to possession is properly terminated hereunder.

Other Matters. No re-entry Notwithstanding anything to the contrary in this Agreement or repossessionin any other Credit Document: (a) In the event that the principal, repairsinterest, changesfees and/or any other amount due on the Obligations shall be paid by the Loan Insurer pursuant to any of the Insurance Policies, alterations such Obligations shall remain outstanding for all purposes under the Credit Documents, not be defeased or otherwise satisfied and additionsnot be considered paid by the Borrower, relettingand the assignment and pledge of the Collateral by the Borrower and the Pledgor and all covenants, agreements and other obligations of the Borrower to the Lenders shall continue to exist and shall run to the benefit of the Loan Insurer to the extent of the Obligations paid by the Loan Insurer. In the event that the Administrative Agent, the Issuing Bank, the Collateral Agent or any Lender receives any amounts from the Pledgor or the Borrower or in respect of the Collateral that pursuant to the terms of the Credit Documents should have been paid to the Loan Insurer, then the Administrative Agent, the Issuing Bank, the Collateral Agent or such applicable Lender (as the case may be) shall promptly (and, in any event, within two (2) Business Days) turn-over all such amounts to the Loan Insurer (in the form received and with any appropriate endorsements). (b) In the event that the principal, interest, fees and/or any other action or omission by Landlord amount due on the Obligations shall be construed as paid by the Loan Insurer (or a claim made by the Administrative Agent) pursuant to the Loan Insurance Policy, the applicable Lenders must surrender their Obligations or the applicable portion thereof (along with an election by Landlord appropriate and duly executed Assignment and Acceptance and an assignment of any related Note to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice permit ownership of such intention is sent Obligations to be registered in the name of Ambac Assurance Corporation) for ultimate payment by Landlord the Borrower to Tenantthe Loan Insurer as contemplated by clause (a) above, and not the Administrative Agent, the Collateral Agent or such Lender. Landlord may bring suits for amounts owed Any such assignment shall not be subject to any person’s (including the Borrower’s or the Administrative Agent’s) approval. (c) In addition to those rights granted to the Loan Insurer under the Credit Documents and the Loan Insurance Policy, the Loan Insurer shall, to the extent it makes payment of principal, interest, fees and/or any other amount due on the Obligations, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Loan Insurance Policy to the extent of the Obligations paid by Tenant hereunder or any portions thereofthe Loan Insurer, and the Administrative Agent shall note the Loan Insurer’s rights as subrogee in the same accrue or Register. (d) With respect to each proposed Credit Event to occur after the same have accruedClosing Date and Term-Conversion and subject to Section 10.01(e)(ix), and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) firstthe Administrative Agent shall review each of the documents, certificates, requests and other deliverables actually submitted by the Borrower to it pursuant to Section 4.02, 4.03 or 4.04 (as the Costs of Relettingcase may be) in accordance with its customary practices, (ii) second, the Administrative Agent shall promptly advise the Controlling Party if it reasonably believes (but without any requirement or duty of investigation) that the Borrower has not satisfied a condition precedent to the payment of all costs of enforcing this Lease against Tenant such Credit Event or any guarantorTerm-Conversion (as applicable), (iii) thirdthe Administrative Agent shall approve such Credit Event or Term-Conversion (as applicable) if each of the documents, certificates, requests and other deliverables submitted by the Borrower to it pursuant to Section 4.02, 4.03 or 4.04 (as the case may be) appears on its face (but without any requirement or duty of investigation) to conform to the payment requirements of all interest such Section(s), unless the Controlling Party shall have notified the Administrative Agent not to so approve such Credit Event or Term-Conversion (as applicable) on or before the date which is three (3) Business Days after the date the Administrative Agent and service charges accruing hereunderthe Loan Insurer received such documents, certificates, requests and other deliverables submitted by the Borrower to each of them pursuant to Section 4.02, 4.03 or 4.04 (as the case may be) and (iv) fourththe Administrative Agent shall not be liable for any action taken or not taken by it pursuant to this clause (d) in the absence of its own gross negligence or willful misconduct. The agreements contained in this clause (d) are solely for the benefit of the Administrative Agent, to the payment of Rent theretofore accruedLenders and the Loan Insurer, and the Borrower shall have no rights under this clause whatsoever. For the avoidance of doubt, nothing done or not done by the Administrative Agent pursuant to this Section 10.02(d) shall in any way affect the Loan Insurance Policy or the Debt Service Reserve Surety (vwhether as to their validity, enforceability or otherwise) with or the residue, if any, to be held by Landlord and applied to Loan Insurer’s obligations under the payment of Rent and other obligations of Tenant as Loan Insurance Policy or the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this LeaseDebt Service Reserve Surety.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingre-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenant shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting apportionable to the Premises and allocable to the remaining balance of the Term (or what would have been the balance of the Term but for termination of this Lease pursuant to this Article), (ii) second, to the payment of all costs any Rent payable prior to the date Landlord recovers possession of enforcing this Lease against Tenant or any guarantor, (iii) the Premises from Tenant; third, to the payment of all interest and service charges accruing hereunderdamages payable by Tenant to Landlord pursuant to this Article, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (due, and with any remaining residue to sums shall be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace perioddesignated by Tenant. The times set forth herein for the curing of defaults Events of Default by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry Notwithstanding anything to the contrary herein contained, subject to the provisions of this Section 27; (i) nothing in this Section 27 shall affect Tenant’s rights under Section 18, Section 19 of this Lease, including any termination, abatement or repossessionoffset rights under such Sections (whether accruing prior to or after any attornment to such mortgagee), repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord (ii) no holder shall be construed relieved of its obligations as an election by party-Landlord to terminate this arising under the Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrueddate (“Succession Date”) that such Holder first acquires title or possession to the Premises. Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements) lessor and lessee. Until a Holder (either superior or subordinate to this Lease) forecloses Landlord’s equity of redemption (or terminates or succeeds to a new lease in the case of a ground or improvements lease), and no suit or recovery of any portion due hereunder Holder shall be deemed a waiver liable for failure to perform any of Landlord’s right obligations (and such Holder shall thereafter be liable only after it succeeds to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at holds Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant then only as the same become due (and with any remaining residue to be retained by Landlordlimited herein). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by In the event Tenant alleges that Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond under any applicable cure and grace period. The times set forth herein for of Landlord’s obligations under this Lease, Tenant agrees to give the curing Holder of defaults any mortgage, by registered mail, a copy of any notice of default that is served upon the Landlord, provided that prior to such notice, Tenant are has been notified, in writing of the essence address of this Leaseany such holder.

Other Matters. No re-entry (a) Notwithstanding anything in this Agreement to the contrary, for purposes of the parties’ indemnification obligations under this Article IX all of the representations and warranties set forth in this Agreement that are qualified as to “materiality,” “Material Adverse Effect,” or repossession, repairs, changes, alterations and additions, reletting, words of similar import or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder effect shall be deemed a waiver to have been made without any such qualification for purposes of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: determining (i) firstwhether a breach of any such representation or warranty has occurred, and (ii) the amount of Losses arising out of or relating to any such breach of representation or warranty. (b) Each Indemnified Party shall make commercially reasonably efforts to mitigate any Losses that an Indemnified Party asserts under this Article IX. In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate any such Losses, then notwithstanding anything else to the contrary contained herein, the Indemnifying Party shall not be required to indemnify any Indemnified Party for any Loss that could reasonably be expected to have been avoided if the Indemnified Party had made such efforts. (c) Any claim for indemnification under this Agreement shall, to the Costs extent practicable, describe the claim in reasonable detail and indicate the estimated amount of Relettingsuch claim. (d) The amount of any Losses for which indemnification is provided under this Article IX shall be reduced by any net Tax benefit actually realized by the Indemnified Party from the incurrence or payment of any such Losses, and shall be increased by any Tax costs arising from the receipt or accrual by the Indemnified Party of any such indemnification payment, subject to Section 9.5(e). (iie) secondAny indemnification payable under this Article IX and any payment made pursuant to Section 1.5 shall, to the payment of all costs of enforcing this Lease against Tenant or any guarantorextent permitted by law, (iii) third, be treated as an adjustment to the payment of all interest and service charges accruing hereunder, Purchase Price for Tax purposes. (ivf) fourth, Notwithstanding anything to the payment of Rent theretofore accruedcontrary contained in this Agreement, and (vthe Buyer Indemnified Parties shall have no right to indemnification under Section 9.2(a) with respect to any Losses if the residue, if any, to be held by Landlord and applied to matter forming the payment of Rent and other obligations of Tenant as basis for such Losses shall have been expressly taken into account in the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are determination of the essence of this LeaseFinal Closing Net Working Capital, the Final Transaction Expenses, the Final Closing Date Cash, the Final Closing Date Indebtedness or the Purchase Price, as adjusted.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaws, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) aboverepairs, maintenance, changes, alterations and improvements to the Premises, brokerage commissions, advertising costs, attorneys’ ' fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives given required to enter leases with replacement tenants, and costs of collecting rent from replacement tenants, second, to the payment of any Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord shall may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace perioddesignated by Tenant. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Laws to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set- off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease.this

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs costs of Relettingreletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant's right to possession, after this Lease, or Tenant's right to possession, is terminated based on a Default by Tenant. Tenant hereby waives all errors and defects of a procedural nature in any proceedings brought against it by Landlord under this Lease. Tenant further waives the right to any notices to quit or otherwise as may be specified in 2A N.J.S.A. §18-53 et seq.), as the same may have been or may hereafter be amended, including, but not limited to, the three (3) months and fifteen (15) or thirty (30) days notices, and agrees that the notices provided in this Lease shall be sufficient in any case where a longer period may be statutorily specified. No receipt of money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Leased Premises shall reinstate, continue or extend the Term or affect any such notice, demand or suit or imply consent for any action for which Landlord's consent is required.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease Sublease or Tenant’s Subtenant's right to possession, nor shall the same operate to release Tenant Subtenant in whole or in part from any of Tenant’s Subtenant's obligations hereunder, unless express notice of such intention is sent by Landlord to TenantSubtenant. Landlord may bring suits for amounts owed by Tenant Subtenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Subtenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the reasonable Costs of Reletting, (ii) second, to the payment of all reasonable costs of enforcing this Lease Sublease against Tenant Subtenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant Subtenant as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease Sublease on its part to be observed or performed which accrues while Tenant Subtenant is in default hereunder beyond any applicable cure and grace periodDefault of payment of Base Rent hereunder. The times set forth herein for the curing of defaults Defaults by Tenant Subtenant are of the essence of this LeaseSublease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs costs of Relettingreletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant's right to possession, after this Lease, or Tenant's right t possession, is terminated based on a Default by Tenant. Tenant hereby waives all errors and defects of a procedural nature in any proceedings brought against it by Landlord under this Lease. Tenant further waives any statutory notice and grace periods provided to Tenant by law and agrees that the notices provided in this Lease shall be sufficient in any case where a longer period may be statutorily specified. No receipt of money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate, continue or extend the Term or affect any such notice, demand or suit or imply consent for any action for which Landlord's consent is required.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingrelenting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereoflaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” Rent shall include be paid without limitation, all costs any prior demand or notice therefor (except as expressly provided herein) and expenses incurred by Landlord for without any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenantsdeduction, and costs without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of collecting rent from replacement tenantsTenant then accrued, without regard to such obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇L▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇T▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodhereunder. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set- off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ fees, and any commercially reasonable economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant’s right to possession, after this Lease, or Tenant’s right to possession, is terminated based on a Default by Tenant. Notwithstanding anything contained herein to the contrary, neither Landlord nor Tenant shall be liable for any consequential or punitive damages.

Other Matters. Any costs and expenses incurred by Landlord (including, without limitation, reasonable attorneys’ fees and expenses) in enforcing any of its rights or remedies under this Lease, whether or not legal proceedings shall be commenced, shall be deemed to be additional rent and shall be repaid to Landlord by Tenant upon demand. Without limiting the generality of the foregoing, additional rent shall include reasonable attorneys’ fees and expenses, and fees and expenses of experts and other consultants engaged by Landlord or its counsel, in connection with the bankruptcy of Tenant (or of a guarantor, if applicable), such as: filing or opposing motions; taking or responding to discovery; monitoring case filings and proceedings; commencing, responding to and otherwise participating in adversary proceedings; preparing and filing proofs of claim; and any and all other actions relating to the protection of Landlord’s rights and remedies in a bankruptcy case. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s ▇▇▇▇▇▇'s right to possession, or to accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.a

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingrelenting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written, notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while accrue after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue residue, after full discharge of Tenant's obligations, to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry The undersigned irrevocably agrees that all disputes, claims or repossession, repairs, changes, alterations and additions, relettingcontroversies arising out of or relating to this Election Form or the Merger Agreement, or any other action the negotiation, validity or omission by Landlord performance of this Election Form or the Merger Agreement or the transactions contemplated thereby shall be governed by and construed as an election by Landlord in accordance with the Laws of the State of Delaware, without regard to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any its rules of Tenant’s obligations hereunder, unless express notice conflict of such intention is sent by Landlord to Tenantlaws. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, The undersigned hereby irrevocably and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: unconditionally (i) first, consents to submit to the Costs sole and exclusive jurisdiction of Relettingthe Chancery Court of the State of Delaware, provided, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Proceeding, such Proceeding shall be brought in any State or Federal court located in New Castle County, Delaware (in such order, the “Chosen Courts”), for any litigation arising out of or relating to this Election Form or the Merger Agreement or the negotiation, validity or performance of this Election Form or the Merger Agreement or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) second, waives any objection to the payment laying of all costs venue of enforcing this Lease against Tenant or any guarantor, such litigation in the Chosen Courts and (iii) thirdagrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. The undersigned hereby agrees not to commence any such litigation other than before one of the Chosen Courts. The undersigned agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by Law. The undersigned agrees that service of summons and complaint or any other process that might be served in any action or Proceeding may be made on the undersigned by sending or delivering a copy of the process to the payment undersigned at the address of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times undersigned set forth herein for below. Nothing in this Election Form, however, shall affect the curing right of defaults any Party to serve legal process in any other manner permitted by Tenant are of the essence of this LeaseLaw. THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS ELECTION FORM OR THE MERGER AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES THERETO IN RESPECT OF THIS ELECTION FORM OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE A COPY OF THIS ELECTION FORM WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THE UNDERSIGNED’S RIGHT TO TRIAL BY JURY.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied applied, at Landlord’s 's option: (i) ; first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) hereunder fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or other matters described in Paragraph (b) aboveto prepare the Premises for reletting), brokerage commissions, advertising costs, attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond after the date of any applicable cure and grace periodDefault by Tenant. The times set forth herein for the curing of defaults violations by Tenant are of the essence of this Lease.. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodhereunder. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingre-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry (a) The Issuing Lender shall not issue any Letter of Credit, if (i) subject to Section 2.3.1.1, the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or repossessionlast extension, repairsunless the Required Lenders have approved such expiry date; (ii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, changesunless all the Lenders have approved such expiry date; or (iii) the issuance of the requested Letter of Credit would result in the aggregate Stated Amount of all Letters of Credit exceeding the either Twenty Five Million Dollars ($25,000,000) or the Revolving Outstandings exceeding the Revolving Commitment (less the amount of any Swing Line Loans and L/C Borrowings outstanding at such time). (b) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (i) any order, alterations and additions, relettingjudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any other action Law applicable to the Issuing Lender or omission by Landlord shall be construed as an election by Landlord to terminate this Lease any request or Tenant’s right to possession, nor shall directive (whether or not having the same operate to release Tenant in whole or in part force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of Tenant’s obligations letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or shall impose upon the Issuing Lender any portions thereofunreimbursed loss, as cost or expense which was not applicable on the same accrue or after Closing Date and which the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇Issuing Lender in good ▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, material to the Costs of Reletting, it; (ii) second, the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to the payment letters of all costs of enforcing this Lease against Tenant or any guarantor, credit generally; (iii) thirdexcept as otherwise agreed by the Administrative Agent and the Issuing Lender, to the payment Letter of all interest and service charges accruing hereunder, Credit is in an initial stated amount less than $500,000; (iv) fourth, the Letter of Credit is to the payment of Rent theretofore accrued, and be denominated in a currency other than Dollars; (v) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the residue, if any, Company or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.9.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be held by Landlord issued or that Letter of Credit and applied all other L/C Obligations as to which the payment Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (vi) the Letter of Rent and other obligations Credit contains any provisions for automatic reinstatement of Tenant as the same become due stated amount after any drawing thereunder. (and with c) The Issuing Lender shall not amend any remaining residue Letter of Credit if the Issuing Lender would not be permitted at such time to be retained by Landlord). “Costs issue the Letter of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described Credit in Paragraph its amended form under the terms hereof. (bd) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord The Issuing Lender shall be under no obligation to observe amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or perform (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (e) The Issuing Lender shall act on behalf of the Lenders with respect to any provision Letters of this Lease on its part Credit issued by it and the documents associated therewith, and the Letter of Credit shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 14 with respect to any acts taken or omissions suffered by the Letter of Credit in connection with Letters of Credit issued by it or proposed to be observed or performed which accrues while Tenant is issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in default hereunder beyond any applicable cure Section 14 included the Letter of Credit, and grace period. The times set forth (B) as additionally provided herein for with respect to the curing of defaults by Tenant are of the essence of this LeaseIssuing Lender.

Other Matters. No re-entry The undersigned irrevocably agrees that all disputes, claims or repossession, repairs, changes, alterations and additions, relettingcontroversies arising out of or relating to this Letter of Transmittal or the Merger Agreement, or any other action the negotiation, validity or omission by Landlord performance of this Letter of Transmittal or the Merger Agreement or the transactions contemplated thereby shall be governed by and construed as an election by Landlord in accordance with the Laws of the State of Delaware, without regard to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any its rules of Tenant’s obligations hereunder, unless express notice conflict of such intention is sent by Landlord to Tenantlaws. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, The undersigned hereby irrevocably and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: unconditionally (i) first, consents to submit to the Costs sole and exclusive jurisdiction of Relettingthe Chancery Court of the State of Delaware, provided, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Proceeding, such Proceeding shall be brought in any State or Federal court located in New Castle County, Delaware (in such order, the “Chosen Courts”), for any litigation arising out of or relating to this Letter of Transmittal or the Merger Agreement or the negotiation, validity or performance of this Letter of Transmittal or the Merger Agreement or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) second, waives any objection to the payment laying of all costs venue of enforcing this Lease against Tenant or any guarantor, such litigation in the Chosen Courts and (iii) thirdagrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. The undersigned hereby agrees not to commence any such litigation other than before one of the Chosen Courts. The undersigned agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by Law. The undersigned agrees that service of summons and complaint or any other process that might be served in any action or Proceeding may be made on the undersigned by sending or delivering a copy of the process to the payment undersigned at the address of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times undersigned set forth herein for below. Nothing in this Letter of Transmittal, however, shall affect the curing right of defaults any Party to serve legal process in any other manner permitted by Tenant are of the essence of this LeaseLaw. THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS LETTER OF TRANSMITTAL OR THE MERGER AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES THERETO IN RESPECT OF THIS LETTER OF TRANSMITTAL OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE A COPY OF THIS LETTER OF TRANSMITTAL WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THE UNDERSIGNED’S RIGHT TO TRIAL BY JURY.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent Rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease. -------- --------- Tenant Landlord

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant's right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ ' fees, and any economic other costs and incentives given incurred in order to enter into leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant's right to possession after this Lease or Tenant's right to possession is properly terminated hereunder.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace periodDefault hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant's right to possession, after this Lease, or Tenant's right to possession, is terminated based on a Default by Tenant.

Other Matters. No re-entry or repossessionThe Equipment remains the property of the Tenant at all times. the Tenant has absolute discretion to operate the Equipment during the Term as it sees fit. Each party to this lease shall be responsible for its own legal fees in connection with the grant of this Lease. Additionally, repairs, changes, alterations and additions, reletting, or any other action or omission by the Landlord shall be construed responsible for the cost of securing any mortgagee, superior landlord or tenant consents required to the grant of this Lease. The Tenant shall additionally be responsible for the cost of any Stamp Duty (properly due as an election a result of the grant to the Tenant of this Lease). The Tenant shall pay to the Landlord, within ten business days of written demand, the proper and reasonable costs and expenses of the Landlord including any solicitors' or other professionals' costs and expenses (incurred both during and after the end of the Term) in connection with or in contemplation of: the enforcement of the Tenant covenants of this Lease; and serving any notice or taking any proceedings for the purpose of forfeiting this Lease, notwithstanding that forfeiture is avoided otherwise than by Landlord to terminate relief granted by the court. AGREEMENTS AND DECLARATIONS It is hereby agreed and declared as follows: No variation of this Lease or Tenant’s right shall have effect unless it is in writing and signed by a duly authorised representative of the parties hereto. Any Notice given by either party hereto to possession, nor the other shall be deemed to have been duly made to the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express other party if such notice of such intention is sent by ordinary first class post and (in the case of the Landlord) addressed to XXX and in the case of the Tenant notice shall only be given (unless the Tenant shall stipulate some other person or body) to the Tenant at its principal office. The Landlord shall have no rights or power regarding the operation, maintenance or repair of the Equipment other than as expressly provided under this Lease. Except as specifically set out in this Lease nothing in this Lease is intended to Tenant. create or shall create in favour of the Landlord may bring suits for amounts owed by any legal or beneficial interest in the Equipment or in any property or rights or obligations of the Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of nature whatsoever, including any benefit the Tenant may derive from operating the Equipment. the Landlord warrants that it has good marketable title to the Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Property and is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount enter into this Lease. IMPLIED RIGHTS OF ENFORCEMENT BY THIRD PARTIES EXCLUDED A person who is not therefor reduced a party to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision term of this Lease on but this does not affect any right or remedy of a third party which exists or is available apart from that Act. INDEMNITIES Tenant's Indemnity The Tenant shall (subject to Clause 9.3) indemnify and keep indemnified the Landlord against all claims and proceedings brought against the Landlord (save to the extent that same arises due to the sole, partial or complete act, neglect or default of the Landlord), and all damages, costs and liabilities which the Landlord may incur arising directly from any breach of covenant or obligation of the Tenant (here meaning agents, servants, employees, licensees or contractors) or from any wrongful act, neglect or default of the Tenant, its part agents, servants, employees, licensees or contractors in connection with the Permitted Use or the exercise of the Rights, provided that the Landlord shall as soon as practicable give notice in writing to the Tenant of any such losses, damages or expenses and shall not compromise or settle same without the written consent of the Tenant ( not to be observed unreasonably withheld or performed which accrues while delayed ) Landlord's Indemnity The Landlord shall (subject to Clause 9.3) indemnify and keep indemnified the Tenant is in against all claims and proceedings brought against the Tenant(save to the extent that same arises due to the sole, partial or complete act, neglect or default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence Tenant), and all damages, costs and liabilities which the Tenant may incur arising directly from any breach of this Leasecovenant or obligation of the Landlord (here meaning agents, servants, employees, licensees or contractors) or from any wrongful act, neglect or default of the Landlord, its agents, servants, employees, licensees or contractors, provided that the Tenant shall as soon as practicable give notice in writing to the Landlord of any such losses, damages or expenses and shall not compromise or settle same without the written consent of the Tenant (not to be unreasonably withheld or delayed ).

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim (except as expressly provided herein), or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitationregard to such obligations as may be designated by Tenant. Except for services and utilities which are standard for the Building (as opposed to any special services related to Tenant's use of the Premises), all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant Tenant, and for the performance by Landlord of its obligations hereunder, are of the essence of this Lease.. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease. 1888 Century Park East [SCPIE Holdings Lease] 30 ARTICLE 24

Other Matters. No re-entry reentry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant (and if applicable Law permits, and Landlord shall not have expressly terminated this Lease in writing, then any termination shall be deemed a termination of Tenant's right of possession only). Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of the Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor theretofore reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied applied, at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “"Costs of Reletting” " shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or other matters described in Paragraph (b) aboveto prepare the Premises for reletting), brokerage commissions, advertising costs, attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond after the date of any applicable cure and grace periodDefault by Tenant. The times set forth herein for the curing of defaults violations by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant's right to possession after this Lease or Tenant's right to possession is terminated based on a Default by Tenant.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possessionpossession or to accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless in each such case express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement Laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while accrued after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor or to accept a surrender of the Premis▇▇, ▇▇r shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any defe▇▇▇ ▇▇ ▇ny subsequent suit brought for any amount not therefor theretofor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of f▇▇▇ ▇▇e made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant t▇ ▇▇▇▇▇▇rd as the same become due (and with any remaining residue to be retained by Landlordpromptly delivered to Tenant). “"Costs of Reletting” " shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs repairs, maintenance, changes, alterations and improvements to the Premises (whether to prevent damage or other matters described in Paragraph (b) aboveto prepare the Premises for reletting), brokerage commissions, advertising costs, reasonable attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant unless and until any Default by Tenant is in default hereunder beyond any applicable cure and grace periodcured or waived by Landlord. The times set forth herein for the curing of defaults violations by Tenant are of the essence of this Lease. Tenant hereby waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant's right to possession after this Lease or Tenant's right to possession is terminated based on Default by Tenant.

Other Matters. No re-entry None of the following other events shall diminish Guarantor's liability under this Guaranty except to the extent that Section 3.1 above and Sections 3.2(c), (i) and/or (l) below directly reduce the extant or repossessionnature of the Guarantied Obligations: (a) any assignment or subletting under the Lease; (b) any forbearance by Landlord under the Lease or this Guaranty; (c) any consent or waiver by Landlord; (d) any other dealings between Landlord and Tenant or Guarantor; (e) any termination of the affiliation between Guarantor and Tenant; (f) failure of Landlord to mitigate its damages for Tenant's Default under the Lease unless required to do so prior to the Liability Termination Date pursuant to the terms of the Lease; (g) Landlord's failure to assert any claim against Tenant in any Insolvency Proceeding or any acts or omissions of Landlord in any Insolvency Proceeding or any limitation of Tenant's liability under the Lease in any Insolvency Proceeding; (h) the dissolution, repairs, changes, alterations and additions, relettingliquidation, or termination of Tenant; (i) the damage, destruction, condemnation, foreclosure or surrender of all or any part of the Premises; (j) Landlord's exercise of (or failure to exercise) any rights or remedies under the Lease or under applicable landlord-tenant law; (k) Landlord's transfer of its fee or leasehold interest in any Property demised under the Lease, or (l) any other fact, circumstance, event, or defense whatsoever that would or could otherwise discharge, limit, terminate, or diminish Guarantor's liability under this Guaranty or give rise to any defense or counterclaim by Guarantor under this Guaranty (other than a Preserved Defense). To the extent that Tenant or Guarantor may have any claim, defense, counterclaim, or offset against Landlord's enforcement of the Lease or this Guaranty, but such claim, defense, counterclaim, or offset is not a Preserved Defense, it may not be asserted as a defense against the enforcement of this Guaranty unless failure to assert such claim, defense, counterclaim, or offset in such proceeding would constitute a permanent waiver thereof. Except as otherwise provided in the preceding sentence, all such claims, defenses, counterclaims and offsets must be asserted, if at all, only in the form of a separate claim by Tenant and/or Guarantor against Landlord brought and prosecuted in a separate proceeding, which proceeding shall not be consolidated (without Landlord's written consent) with any action or omission by Landlord shall be construed as an election by Landlord to terminate enforce this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this LeaseGuaranty.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingre-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of Reletting, (ii) Re-Letting second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” Rent shall include be paid without limitationany prior demand or notice therefor (except as expressly provided herein) and without any deduction, all costs and expenses incurred set- off or counterclaim, or relief from any valuation or appraisement laws. Tenant hereby waives the right to interpose a counterclaim in any summary or other proceeding instituted by Landlord against Tenant for any repairs unpaid Rent or other matters described in Paragraph (b) aboveDefault under this Lease. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given without regard to enter leases with replacement tenants, and costs of collecting rent from replacement tenantssuch obligations as may be designated by Tenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of written notice of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of any defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s 's right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s 's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained remained by Landlord). “"Costs of Reletting” " shall include without limitation, all costs and expenses expense s incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ ' fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults by Tenant are of the essence of this Lease.leases

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, relettingre-letting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off, or counterclaim, or relief from any valuation or appraisement laws. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of with this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s 's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant’s 's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed To the fullest extent permitted by Tenant hereunder or any portions thereofLaw, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ and need not make an election of remedies except as required by applicable law. All rent and other consideration paid by any replacement tenants Replacement Tenants shall be applied at Landlord’s optionapplied: (i) first, to the Costs of RelettingRe-Letting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to shall be held by Landlord and applied to the payment of Rent and other obligations of Tenant to Landlord as the same become due (and with any remaining residue to be retained by Landlord). “Costs Rent shall be paid without any prior demand or notice therefor (except as expressly provided herein) and without any deduction, set-off or counterclaim, or relief from any valuation or appraisement laws, except as otherwise expressly provided for in this Lease. Landlord may apply payments received from Tenant to any obligations of Reletting” shall include Tenant then accrued, without limitation, all costs and expenses incurred regard to such obligations as may be designated by Landlord for any repairs or other matters described in Paragraph (b) above, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenantsTenant. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while after the date of any Default by Tenant is in default hereunder beyond any applicable cure and grace periodnot cured within the times permitted hereunder. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease.

Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which ▇▇▇▇▇▇▇▇ Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment. Landlord may pursue one or more remedies against ▇▇▇▇▇▇ Tenant and need not make an election of remedies except as required until findings of fact are made by applicable lawa court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any guarantorGuarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). “Costs of Reletting” ’’ shall include without limitation, all costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph (b) D above, brokerage commissions, advertising costs, attorneys’ fees, fees and any economic incentives given to enter leases with replacement tenants, and costs of collecting rent from replacement tenants. Landlord shall be under no obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues while Tenant is in default hereunder beyond any applicable cure and grace period. The times set forth herein for the curing of defaults Defaults by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease, or Tenant’s right to possession, after this Lease, or Tenant’s right to possession, is terminated based on a Default by Tenant.