Common use of Re-letting Clause in Contracts

Re-letting. Lessor shall have the right, without terminating this Lease, to either recover all Rent from Lessee as it becomes due or relet the Premises or any part thereof to third parties for the account and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under such terms and conditions as Lessor may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the Premises. If Lessor elects to so relet, rents received by Lessor from such reletting shall be applied as follows: (i) first, to the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment of the costs of any alterations and repairs to the Premises; (iv) fourth, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents received from such reletting, including, without limitation, reasonable consultants’, contractors’ and attorneys’ fees and costs, within ten (10) days after receipt of Lessor’s invoice.

Re-letting. Lessor shall have In the right, without terminating this Lease, to either recover all Rent from Lessee as it becomes due or relet event Landlord re-enters upon the Premises as provided in clause (c) of the foregoing paragraph 19.02, or takes possession of the Premises pursuant to legal proceedings or pursuant to any part thereof notice provided for by law. Landlord may in addition to third parties all other rights and remedies provided at law or in equity: (a) Landlord may terminate this Lease and forthwith repossess the Premises and remove all persons or property therefrom and be entitled to recover from Tenant, as damages, the sum of money equal to the total of (i) the reasonable cost of recovering the Premises, (ii) the accrued and unpaid rentals owed at the time of termination plus interest thereon from such due date at Prime Rate, as hereinafter defined, plus 3%, (iii) the discounted net present value (at 11.5% discount rate) of the balance of the fixed annual minimum Base Rent for the account and at the expense of Lessee for all or any part remainder of the Term, and (iv) any other sum of money and damages owed by Tenant to Landlord, without Landlord being obligated to wait until the expiration of the Term of this Lease; or (b) Landlord may terminate Tenant’s right of possession (but not this Lease) and may repossess the Premises without demand or notice of any kind to Tenant and without terminating this Lease in which event Landlord may, but shall be under no obligation to do so, relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to make repairs, changes, alterations or additions to the Premises to make same relettable, and (i) if Landlord shall be unable to relet the Premises, or (ii) if the same are relet and sufficient sums shall not be realized from such reletting (after paying: (a) the unpaid rentals due under the Lease earned, but unpaid at the time of reletting plus interest thereon at the lesser of the Prime Rate or the maximum rate permitted by applicable law, (b) the cost of recovering possession, including Landlord’s reasonable attorney’s fees, (c) all of the costs and expenses of reletting including decorations, repairs, changes, alterations and additions by Landlord, and (d) the expense of the collection of the Rent accruing therefrom) to satisfy the Rent and all other charges provided for in this Lease to be paid by Tenant then Tenant shall pay to Landlord, as damages, the sum equal to the amount of the Rent and other expenses payable by Tenant for such period or periods, or if the Premises have been relet, Tenant shall satisfy and pay any such deficiency upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Article from time to time upon one or more occasions without Landlord being obligated to wait until expiration of the Term of this Lease. Such reletting shall not be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention be given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach if it has not been cured. Failure of Landlord to declare any default immediately upon occurrence thereof or delay in taking any action in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under shall not waive such terms and conditions as Lessor may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Lessor default but Landlord shall have the remedy described in Civil Code Section 1951.4 and right to declare any amended, similar such default at any time thereafter. (c) As used herein Prime Rate shall mean the base rate on corporate loans at large U.S. money centers or successor laws. Lessor may re-let the Premises on such terms and conditions commercial banks as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, published from time to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the Premises. If Lessor elects to so relet, rents received by Lessor from such reletting shall be applied as follows: (i) first, to the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment of the costs of any alterations and repairs to the Premises; (iv) fourth, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered time by the rents received from such reletting, including, without limitation, reasonable consultants’, contractors’ and attorneys’ fees and costs, within ten (10) days after receipt of Lessor’s invoiceWall Street Journal adjusted with each change in each published rate.

Re-letting. Lessor shall have If, pursuant to the rightprovisions of this Lease, Landlord becomes entitled to elect, and Landlord does elect, without terminating this the Lease, to either recover all endeavor to relet the Premises, Landlord may, at Landlord's option, enter into the Premises, remove Tenant's signs and other evidence of tenancy, and take and hold possession thereof as in Paragraph (c) of this Section provided, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant's obligation to pay the Rent from Lessee hereunder for the full term as it becomes due or hereinafter provided. Upon and after entry into possession without termination of the Lease, Landlord may relet the Premises or any part thereof to third parties for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such time and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under upon such terms and conditions as Lessor Landlord shall determine to be reasonable. In any such case, Landlord may determine in its sole and absolute discretion. Without limiting the generality of the foregoingmake repairs, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the reasonable cost thereof, together with Landlord's reasonable expenses of the reletting. If Lessor elects to so relet, rents received the consideration collected by Lessor from Landlord upon any such reletting shall be applied as follows: (i) first, for Tenant's account is not sufficient to pay monthly the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment full amount of the costs Rent reserved in this Lease, together with the cost of any alterations repairs, alterations, additions, redecorating and repairs to the Premises; (iv) fourthLandlord's expenses, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee Tenant shall pay to Landlord the amount of each monthly deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents received from such reletting, including, without limitation, reasonable consultants’, contractors’ and attorneys’ fees and costs, within ten (10) days after receipt of Lessor’s invoiceupon demand.

Re-letting. Lessor shall have If, pursuant to the rightprovisions of this Lease, Landlord becomes entitled to elect, and Landlord does elect, without terminating this Lease, to either recover all endeavor to relet the Premises, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s signs and other evidence of tenancy, and take and hold possession thereof as in subsection (c) of this section provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the Rent from Lessee hereunder for the full term as it becomes due or hereinafter provided. Upon and after entry into possession without termination of this Lease, Landlord may relet the Premises or any part thereof to third parties for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such time and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under upon such terms and conditions as Lessor Landlord shall determine to be reasonable. In any such case, Landlord may determine in its sole and absolute discretion. Without limiting the generality of the foregoingmake repairs, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the reasonable cost thereof, together with Landlord’s reasonable expenses of the reletting. If Lessor elects to so relet, rents received the consideration collected by Lessor from Landlord upon any such reletting shall be applied as follows: (i) first, for Tenant’s account is not sufficient to pay monthly the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment full amount of the costs Rent reserved in this Lease, together with the cost of any alterations repairs, alterations, additions, redecorating and repairs to the Premises; (iv) fourthLandlord’s expenses, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee Tenant shall pay to Landlord the amount of each monthly deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents received from such reletting, including, without limitation, reasonable consultants’, contractors’ and attorneys’ fees and costs, within ten (10) days after receipt of Lessor’s invoiceupon demand.

Re-letting. Lessor shall have In the rightevent Landlord re-enters upon the Leased Premises as provided in the foregoing Section 13.02 or takes possession of the Leased Premises, Landlord may either terminate this Lease, or from time to time without terminating this Lease, to either recover all Rent from Lessee as it becomes due or relet make alternations and repairs reasonably necessary for the purpose of re-letting the Leased Premises and re-let the Leased Premises or any part thereof to third parties for such term or terms (which may extend beyond the account Lease Term) at such rental and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under upon such other terms and conditions as Lessor may determine Landlord in its sole and absolute discretionreasonable discretion deems advisable. Without limiting the generality of the foregoing, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may Upon each re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisableletting, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the Premises. If Lessor elects to so relet, rents all rentals received by Lessor from such reletting re-letting shall be applied as follows: (i) first, first to payment of costs of such alterations and repairs; second to the payment of rent and any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment of the costs of any alterations and repairs to the Premises; (iv) fourth, to the payment of Rent indebtedness due and unpaid hereunder; and (v) the residueremainder, if any, shall be held by Lessor and applied to in payment of future Rent as rent. Tenant shall be liable to Landlord for the same may become due difference between the Tenant’s rent and payable. Should that portion of other charges herein provided, and the rents received from any reletting rental and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents other charges received from such relettingre-letting. Any such difference (or the entire rental in the event the Leased Premises is not relet) owing by Tenant for the entire remainder of the Lease Term shall be due and may be recovered at once, includingat the option of the Landlord, without limitationawaiting the expiration of the Lease Term; in which case, reasonable consultants’recovery shall be based upon the best estimates of the amounts thereof available at that time without releasing Tenant from liability for payment of all amounts due under this Lease. No re-entry or taking of possessions by Landlord of the Leased Premises shall be construed as an election to terminate this Lease unless a written notice of termination is given to Tenant. Notwithstanding any re-letting without termination, contractors’ and attorneys’ fees and costs, within ten (10) days after receipt of LessorLandlord may at any time thereafter elect to terminate this Lease for Tenant’s invoiceprevious default.

Re-letting. Lessor shall have the right, without terminating this Lease, to either recover all Rent from Lessee as it becomes due or relet the Premises and the Project or any part thereof to third parties for the account and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under such terms and conditions as Lessor may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the Premises. If Lessor elects to so relet, rents received by Lessor from such reletting shall be applied as follows: EXHIBIT 10.27 (i) first, to the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs cost of such reletting; (iii) third, to the payment of the costs cost of any alterations and repairs to the PremisesPremises or the Project; (iv) fourth, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s 's invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents received from such reletting, including, without limitation, reasonable consultants’', contractors’ ' and attorneys’ ' fees and costs, within ten (10) days after receipt of Lessor’s 's invoice.

Re-letting. Lessor In the event Landlord re-enters upon the Premises as provided in clause (c) of the foregoing Section 18.02, or takes possession of the Premises pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may in addition to all other rights and remedies provided or this Lease or at law or in equity: (a) Landlord may terminate this Lease and forthwith repossess the Premises and remove all persons or property therefrom and be entitled to recover from Tenant, as damages, the sum of money equal to the total of (i) the reasonable cost of recovering the Premises, (ii) the accrued and unpaid rentals owed at the time of termination plus interest thereon from such due date at the lesser of the Default Rate, as hereinafter defined, or the maximum rate permitted by law, (iii) the discounted net present value of the balance of the fixed annual minimum rent for the remainder of the term, and (iv) any other sum of money and damages owed by Tenant to Landlord; or (b) Landlord may terminate Tenant's right of possession (but not this Lease) and may repossess the Premises without demand or notice of any kind to Tenant and without terminating this Lease in which event Landlord may, but shall be under no obligation to do so, relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to make repairs, changes, alterations or additions to the Premises to make same relettable, and (i) if Landlord shall be unable to relet the Premises, or (ii) if the same are relet and sufficient sums shall not be realized from such reletting (after paying: (a) the unpaid rentals due under the Lease earned, but unpaid at the time of reletting plus interest thereon at the lesser of the Default Rate or the maximum rate permitted by applicable law, (b) the cost of recovering possession, including Landlord's attorney's fees (c) all of the costs and expenses of reletting including broken commissions, advertising, decorations, repairs, changes, alterations and additions by Landlord, and (d) the expense of the collection of the Rent accruing therefrom) to satisfy the rent and all other charges provided for in this case to be paid by Tenant then Tenant shall pay to Landlord, as damages, the sum equal to the amount of the Rent and other expenses payable by Tenant for such period or periods, or if the Premises have been relet, Tenant shall satisfy and pay any such deficiency upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Article from time to time upon one or more occasions without Landlord being obligated to wait until expiration of the term of this Lease. Such reletting shall not be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention be given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Failure of Landlord to declare any default immediately upon occurrence thereof or delay in taking any action in connection therewith shall not waive such default but Landlord shall have the right, without terminating this Lease, right to either recover all Rent declare any such default at any time thereafter. (c) As used herein "Default Rate" shall mean the base rate on corporate loans at large U.S. money centers or commercial banks as published from Lessee as it becomes due or relet the Premises or any part thereof time to third parties for the account and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under such terms and conditions as Lessor may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the Premises. If Lessor elects to so relet, rents received by Lessor from such reletting shall be applied as follows: (i) first, to the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs of such reletting; (iii) third, to the payment of the costs of any alterations and repairs to the Premises; (iv) fourth, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered time by the rents received from such reletting, including, without limitation, reasonable consultants’, contractors’ and attorneys’ fees and costs, within ten Wall Street Journal plus two hundred basis points (10two percent (2%)) days after receipt of Lessor’s invoiceadjusted with each change in each published rate.

Re-letting. Lessor shall have the right, without terminating this Lease, to either recover all Rent from Lessee as it becomes due or relet the Premises and the Project or any part thereof to third parties for the account and at the expense of Lessee for all or any part of the Term, and in connection therewith Lessor may retain the then existing Operator or contract with a new Operator to manage and operate the Hotel, in either instance under such terms and conditions as Lessor may determine in its sole and absolute discretion. Without limiting the generality of the foregoing, Lessor shall have the remedy described in Civil Code Section 1951.4 and any amended, similar or successor laws. Lessor may re-let the Premises on such terms and conditions as Lessor in its sole and absolute discretion may deem advisable, and Lessor shall have the right, but not the obligation, at the cost and expense of Lessee, to make any necessary or appropriate (as determined by Lessor in good faith) alterations and repairs to the PremisesEXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. If Lessor elects to so relet, rents received by Lessor from such reletting shall be applied as follows: CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (i) first, to the payment of any indebtedness, other than Rent due hereunder, from Lessee to Lessor; (ii) second, to the payment of any costs cost of such reletting; (iii) third, to the payment of the costs cost of any alterations and repairs to the PremisesPremises or the Project; (iv) fourth, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Lessor and applied to payment of future Rent as the same may become due and payable. Should that portion of the rents received from any reletting and applied to the payment of Rent be less than the Rent then due and payable by Lessee, Lessee shall pay the deficiency to Lessor within ten (10) days after receipt of Lessor’s 's invoice. Lessee also shall reimburse Lessor for any costs and expenses incurred by Lessor in such reletting or in making any alterations and repairs not covered by the rents received from such reletting, including, without limitation, reasonable consultants’', contractors’ ' and attorneys’ ' fees and costs, within ten (10) days after receipt of Lessor’s 's invoice.