Common use of Sublandlord’s Remedies Clause in Contracts

Sublandlord’s Remedies. If any Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all of the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If any Upon the occurrence of an Event of Default occursby Subtenant, then and at any time thereafter, with or without notice or demand and without limiting Sublandlord in the exercise of any other right or remedy which Sublandlord may have, Sublandlord shall have the right, at its election, be entitled to exercise any, some or all of the following rights and remedies: (a) To Sublandlord may terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Demised Premises will cease and by any lawful means (in which case this Sublease will be terminated as if the expiration shall not terminate unless Sublandlord gives written notice to Subtenant of its intention to terminate this Sublease), in which event Subtenant shall immediately surrender possession of the term fixed in such notice were the end Demised Premises to Sublandlord. (b) At any time after an Event of the term. If Default, whether or not Sublandlord shall have terminated this Sublease is terminatedSublease, Sublandlord will shall be entitled to recover from Subtenant, and Subtenant shall pay to Sublandlord, on demand, for damages for Subtenant’s default, an amount equal to the then present worth (1using the then current “Prime Rate” as defined in the Master Lease as the annual discount rate for computing such present worth) of (i) the unpaid rent that aggregate of the Rent and any other charges to be paid by Subtenant hereunder for the unexpired portion of the Term (assuming this Sublease had not been earned terminated), less (ii) the fair market rental value of the Demised Premises during such period, together with all other damages suffered by Sublandlord, which shall include, without limitation, all costs of associated with the reletting of the Demised Premises and reasonable attorneys’ fees. Nothing herein contained shall limit or prejudice the right of Sublandlord to prove and obtain, as damages, an amount equal to the maximum allowed by any statute or rule of law in effect at the time of termination; (2) when, and governing the proceedings in which, such damages are to be proved, whether or not such amount by which is greater than, equal to or less than the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such relettingabove. (c) To cure All rights, options and remedies of Sublandlord contained in this Sublease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Sublandlord shall have the right to pursue any Event one or all of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise remedies or any other right remedy or remedy permitted under applicable lawsrelief which may be provided by law whether or not stated in this Sublease.

Sublandlord’s Remedies. If In the event of any Event default of Default occursSubtenant under this Sublease, Sublandlord may exercise all of the rights and remedies of “Master Landlord” under Paragraph 14 of the Master Lease, as well as enforcing Subtenant’s indemnification obligations under Paragraph 6 hereof. In addition to Sublandlord’s rights of self-help set forth elsewhere in this Sublease, if any, if Subtenant at any time fails to perform any of its non-monetary obligations under this Sublease within the applicable cure period following written notice from Sublandlord to Subtenant, then Sublandlord shall have the right, but not the obligation, upon giving Subtenant at lease five (5) additional business days’ prior written notice of its electionelection to do so (in the event of any emergency no prior notice shall be required), to exercise any, some or all perform such obligations on behalf of the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on and to take all such conditions and terms as Sublandlord may determinereasonable action to perform such obligations. In such event, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable and documented costs and expenses in connection incurred therein shall be paid for by Subtenant within thirty (30) days of receipt of written invoice and documentation from Sublandlord, with such reletting. interest thereon at ten percent (c10%) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest per annum from the date such monies are advanced due until paid at the rate date of 10% per annum; providedpayment. The performance by Sublandlord of any obligation shall not constitute a release or waiver of Subtenant therefrom. Subtenant hereby waives any claim and releases Sublandlord and Sublandlord’s agents, howevercontractors and employees from all liability for damage occasioned by any action taken pursuant to this Paragraph, that Sublandlord will have no obligation except to cure any such event the extent resulting from the negligence or willful misconduct of default of SubtenantSublandlord, its agents, employees or contractors. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If Should a Default occur under this SubLease, SubLandlord may pursue any Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all of the following remediesfollowing: (a) To SubLandlord may terminate this SubleaseSubLease by giving five (5) days written notice of such termination to SubTenant, whereupon this SubLease shall automatically cease and terminate and SubTenant shall be immediately obligated to quit the Demised Premises. Any other notice to quit or notice of SubLandlord's intention to reenter the Demised Premises is hereby expressly waived. If SubLandlord elects to terminate this SubLease, everything contained in which case Subtenant’s this SubLease on the part of SubLandlord to be done and performed shall cease without prejudice, subject, however, to the right of SubLandlord to recover from SubTenant all rent and any other sums accrued up to the time of termination or recovery of possession by SubLandlord, whichever is later. (b) Upon termination of this SubLease pursuant to Section 12.01, SubLandlord may proceed to recover possession of the Subleased Demised Premises will cease under and by virtue of the provisions of the laws of the jurisdiction in which the Demised Premises is located, or by such other proceedings, including reentry and possession, as may be applicable. (c) Should this Sublease will SubLease be terminated as if before the expiration of the term fixed in such notice were of this SubLease by reason of SubTenant's default as hereinabove provided, or if SubTenant shall abandon or vacate the end of Demised Premises before the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after expiration or termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after SubLease without having paid the time full rental for the remainder of award exceeds such term, SubLandlord shall have the amount option to relet the Demised Premises for such rent and upon such terms as are not unreasonable under the circumstances and if the full rental reserved under the SubLease (together with any of the rent loss that Subtenant proves could reasonably costs, expenses or damages indicated below) shall not be avoided; and (4) any other amount necessary to compensate Sublandlord realized by SubLandlord, SubTenant shall be liable for all damages sustained by SubLandlord, including, without limitation, deficiency in rent, reasonable attorneys' fees, brokerage fees and expenses of placing the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease Demised Premises in first class rentable condition. SubLandlord, in putting the Demised Premises in good order or that preparing the same for re-rental may, at SubLandlord's option, make such alterations, repairs or replacements in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Demised Premises for the account of Subtenant on such conditions and terms as Sublandlord may determineSubLandlord, in its sole discretionjudgment, considers advisable and necessary for the purpose of re-letting the Demised Premises, and Sublandlord may the making of such alterations, repairs or replacements shall not operate or be construed to release SubTenant from liability hereunder as aforesaid. SubLandlord shall in no event be liable in any way whatsoever for failure to re-let the Demised Premises, or in the event that the Demised Premises are re-let, for failure to collect the rent under such re-letting, and in no event shall SubTenant be entitled to receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceedsexcess, if any, of any reletting of such net rent collected over the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and sums payable by SubTenant to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of SubtenantSubLandlord hereunder. (d) To exercise Any damage or loss of rent sustained by SubLandlord may be recovered by SubLandlord, at SubLandlord's option, at the time of the re-letting, or in separate actions, from time to time, as said damage shall have been made more easily ascertainable by successive relettings, or at SubLandlord's option in a single proceeding deferred until the expiration of the term of this SubLease (in which event SubTenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said term) or in a single proceeding prior to either the time of re-letting or the expiration of the term of this SubLease. (e) Nothing contained herein shall prevent the enforcement of any claim SubLandlord may have against SubTenant for anticipatory breach by SubTenant of any of the covenants or provisions hereof. SubLandlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not provided for herein. Mention in this SubLease of any particular remedy shall not preclude SubLandlord from any other right remedy, in law or remedy permitted in equity. SubTenant hereby expressly waives any and all rights of redemption granted by or under applicable lawsany present or future laws in the event of SubTenant being evicted or dispossessed for any cause, or in the event of SubLandlord obtaining possession of the Demised Premises by reason of the violation by SubTenant of any of the covenants and conditions of this SubLease or other use.

Sublandlord’s Remedies. (a) If any an Event of Default occursshall occur, then then, in addition to any other remedies available to Sublandlord at law or in equity, Sublandlord shall have the right, at its election, immediate option to exercise any, some or terminate this Sublease and all rights of Subtenant hereunder by giving Subtenant written notice of such election to terminate. In the following remedies: (a) To event Sublandlord shall elect to so terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to may recover from Subtenant Subtenant: (1) The worth at the time of award of any unpaid rent that had Rent which has been earned at the time of such termination; plus (2) The worth at the time of award of any amount by which the unpaid rent that Rent which would have been earned after termination until the time of award exceeds the amount of the rent such rental loss that Subtenant proves could reasonably have been reasonably avoided; plus (3) The worth at the time of award of the amount by which the unpaid rent Rent for the balance of the term of this Sublease after the time of the award exceeds the amount of the rent such rental loss that Subtenant proves could be reasonably be avoided; and plus (4) any Any other amount necessary to compensate Sublandlord for all the damages detriment proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that which in the ordinary course of things would be likely to result therefrom (including any damages incurred by Sublandlord as a tenant under the Prime Lease as a result of Subtenant’s breach or failure to perform hereunder, or a holding over of the Subleased Premises by Subtenant in violation hereof); and (5) At Sublandlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from that failuretime to time by applicable law. (b) All Rent shall be computed on the basis of the monthly amount thereof payable on the date of Subtenant’s default, as the same are to be adjusted thereafter as contemplated by this Sublease. The amount referred to As used in clauses subparagraphs (1) and (2) above, the “worth at the time of award” is computed by allowing interest at in the highest per annum amount equal to the prime rate of interest or other equivalent reference rate from time to time announced by the Bank of America National Trust and Savings Association (the “Reference Rate”) plus two percent (2%), but in no event in excess of the maximum interest rate permitted by law. The amount referred to As used in clause subparagraph (3) above, the “worth at the time of award” is computed by discounting the such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdictionaward plus one percent (1%). (bc) To reenter If Sublandlord elects to terminate this Sublease as a result of Subtenant’s Event of Default, on the expiration of the time stated in Sublandlord’s notice to Subtenant given under Paragraph (a) above, this Sublease and take the Term hereof, as well as all of the right, title and interest of Subtenant hereunder, shall wholly cease and expire and become void in the same manner and with the same force and effect (except as to Subtenant’s liability) as if the date fixed in such notice were the date herein specified for expiration of the term of this Sublease. Thereupon, Subtenant shall immediately quit and surrender to Sublandlord the Subleased Premises, and Sublandlord may enter into and repossess the Subleased Premises by summary proceedings, detainer, ejectment or otherwise, and remove all occupants thereof and, at Sublandlord’s option, any property thereon without being liable for any damages therefor. (d) If an Event of Default shall occur, in addition, Sublandlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover Rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Therefore, if Sublandlord does not elect to terminate this Sublease on account of any default by Subtenant, Sublandlord may, from time to time, without terminating this Sublease, enforce all of its rights and remedies under this Sublease, including the right to recover all Rent as it becomes due. (e) If an Event of Default shall occur, Sublandlord shall also have the right, without terminating this Sublease, to re-enter the Subleased Premises and remove all persons and property therefrom by summary proceedings or other court process; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Subtenant. (f) In the event of the abandonment of the Subleased Premises by Subtenant, or in the event that Sublandlord elects to re-enter as provided in Paragraph 22.2(e) above or takes possession of the Subleased PremisesPremises pursuant to legal proceeding or pursuant to any notice provided by law, expel Subtenant and remove the effects of Subtenantif Sublandlord does not elect to terminate this Sublease, in compliance with applicable lawsthen Sublandlord may from time to time, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under terminating this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises or any part thereof for the account of Subtenant on such term or terms and at such rent and upon such other terms and conditions and terms as Sublandlord may determineSublandlord, in its sole discretion, may deem advisable, with the right to make alterations and repairs to the Subleased Premises. In the event that Sublandlord may collect shall elect to so relet, then rentals received by Sublandlord from such reletting shall be applied: First, to the payment of any indebtedness other than Rent due hereunder from Subtenant to Sublandlord; second, to the payment of any cost of such reletting (including, but not limited to, leasing commissions, tenant improvement costs and receive rent concessions such as free rent); third, to the rent. Subtenant will pay payment of the cost of any alterations and repairs to Sublandlord Monthly the Subleased Premises; fourth, to the payment of Rent due and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less unpaid hereunder; and the net proceedsremainder, if any, shall be held by Sublandlord and applied in payment of future Rent as the same may become due and payable hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Subtenant hereunder, then Subtenant shall pay such deficiency to Sublandlord. Such deficiency shall be calculated and paid monthly. Subtenant shall also pay to Sublandlord, as soon as ascertained, any costs and expenses incurred by Sublandlord in such reletting of or in making such alterations and repairs not covered by the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with rentals received from such reletting. (cg) To cure No waiver by Sublandlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms, provisions, and covenants herein contained. Forbearance by Sublandlord in enforcement of one or more of the remedies herein provided upon an Event of Default and shall not be deemed or construed to charge Subtenant for constitute a waiver of such default. The acceptance of any partial rent payment hereunder by Sublandlord following the cost occurrence of effecting such cureany default, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate whether or not known to Sublandlord, shall not be deemed a waiver of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event default or of any of Sublandlord’s rights available under this Sublease or at law or equity, except only a default in the payment of Subtenantthe Rent so accepted. (dh) To exercise the maximum extent permitted by law, Subtenant hereby waives all provisions of, or protection under, any decisions, statutes, rules, regulations or other laws of the State of California to the extent the same are inconsistent with the terms and provisions hereof, including all rights and remedies of Sublandlord provided under this Article. (i) All covenants, agreements and provisions to be performed by Subtenant under this Sublease shall be performed by Subtenant at Subtenant’s sole cost and without abatement of Rent, except as specifically provided in this Sublease. If Subtenant shall fail to observe and perform any covenant, condition, provision or agreement contained in this Sublease, or shall fail to perform any other act required to be performed by Subtenant, in either such event within ten (10) days following receipt of notice of such failure from Sublandlord, Sublandlord may, upon notice to Subtenant, without obligation, and without waiving or releasing Subtenant from any default or obligations of Subtenant, make any such payment or perform any such obligation on Subtenant’s part to be performed. All sums so paid by Sublandlord and all costs incurred by Sublandlord in making such payment or performing such obligation or enforcing this Sublease, including attorneys’ fees, together with interest thereon in a per annum amount equal to two percent (2%) in excess of the Reference Rate, but not in excess of the maximum rate permitted by law, shall be payable to Sublandlord on demand and Subtenant covenants to pay any such sums, and Sublandlord shall have (in addition to any other right or remedy permitted under hereunder) the same rights and remedies in the event of the non-payment thereof by Subtenant as in the case of default by Subtenant in the payment of Rent, following the expiration of any applicable lawscure periods.

Sublandlord’s Remedies. If any a. Upon each occurrence of an Event of Default occursand so long as such Event of Default is not cured within seven (7) days written notice, then Sublandlord may at any time thereafter at its election: terminate this Sublease Agreement or Subtenant's right of possession, (but Subtenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity. Upon the termination of this Sublease Agreement or termination of Subtenant's right of possession, it shall be lawful for Sublandlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Subtenant and all persons and property therefrom. If Sublandlord re-enters the Premises, Sublandlord shall have the rightright to keep in place and use, at its electionor remove and store, to exercise any, some or all of the following remedies:furniture, fixtures and equipment at the Premises. (a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and b. If Sublandlord terminates this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminatedAgreement, Sublandlord will be entitled to may recover from Subtenant (1) the unpaid sum of: all rent that had been earned at and all other amounts accrued hereunder to the time date of such termination; (2) the amount by cost of reletting the whole or any part of the Premises, including without limitation costs of removing and storing Subtenant's or any other occupant's property, repairing or otherwise putting the Premises into the condition in which the unpaid rent that would have been earned after termination until Premises was received by Subtenant, ordinary wear and tear excepted, as acceptable to a new Subtenant or Subtenants of the time same type or for the same use as Subtenant, and all reasonable expenses incurred by Sublandlord in pursuing its remedies, including reasonable attorneys' fees and court costs; and the excess of award exceeds the amount then present value of the rent loss that and other amounts payable by Subtenant proves could reasonably under this Sublease Agreement as would otherwise have been avoided; (3) required to be paid Subtenant to Sublandlord during the amount by which period following the unpaid rent for the balance of the term termination of this Sublease after Agreement measured from the time date of award exceeds such termination to the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under expiration date stated in this Sublease or that in Agreement, over the ordinary course present value of things would any net amounts which Subtenant establishes Sublandlord can reasonably expect to recover by reletting the Premises for such period, taking into consideration the availability of acceptable subtenants and other market conditions affecting leasing. Such present values shall be likely calculated at a discount rate equal to result from that failure. The amount referred to in clauses the ninety (190) and (2) is computed by allowing interest day U.S. Treasury xxxx rate at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate date of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdictionsuch termination. c. If Sublandlord terminates Subtenant's right of possession (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under but not this Sublease. In such caseSublease Agreement), Sublandlord may, without being obligated shall use its best efforts to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on for such conditions rent and upon such terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay shall be satisfactory to Sublandlord Monthly Rent without thereby releasing Subtenant from any liability hereunder and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, without demand or notice of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and kind to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise d. Exercise by Sublandlord of any other right one or remedy permitted under applicable lawsmore remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Sublease Agreement by Sublandlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written agreement of Sublandlord and Subtenant.

Sublandlord’s Remedies. If Upon any Event default of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all Subtenant beyond applicable notice and cure periods as set forth in Section 14.1 of the following remedies: (a) To terminate this Sublease, in which case SubtenantSublandlord, at Sublandlord’s right to possession sole option, may elect and enforce any one of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as hereinafter provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annumSection 14.2; provided, however, that Sublandlord will may, at Sublandlord’s sole option, elect and enforce multiple remedies from among those remedies hereinafter provided to the extent such remedies are not inconsistent and are not legally mutually exclusive and to the extent Sublandlord, in Sublandlord’s reasonable judgment, deems the enforcement of such multiple remedies necessary or appropriate to indemnify and make Sublandlord whole from any loss or damage as a result of the default or defaults of Subtenant beyond applicable notice and/or cure periods; and provided further that Sublandlord, at Sublandlord’s sole discretion, may successively elect and enforce any number of the remedies hereinafter provided to the extent that Sublandlord, in Sublandlord’s reasonable judgment, deems necessary or appropriate to indemnify and make Sublandlord whole from any loss or damage as a result of the default or defaults of Subtenant beyond applicable notice and/or cure periods: 14.2.1 Sublandlord shall have the right to terminate this Sublease forthwith, and upon notice of such termination given by Sublandlord to Subtenant in accordance with the notice provisions of this Sublease, Subtenant’s right to possession, use and enjoyment of the Sublease Premises shall cease, and Subtenant shall immediately quit and surrender the Sublease Premises to Sublandlord, but Subtenant shall remain liable to Sublandlord as hereinafter provided. Upon such termination of this Sublease, Sublandlord may at any time thereafter re-enter and resume possession of the Sublease Premises by any lawful means and remove Subtenant and/or other occupants and their goods and chattels. In any case where Sublandlord has recovered possession of the Sublease Premises by reason of Subtenant’s default, Sublandlord may, at Sublandlord’s option, occupy the Sublease Premises or cause the Sublease Premises to be redecorated, altered, divided, consolidated with other adjoining premises, or otherwise changed or prepared for reletting, and may relet the Sublease Premises or any part thereof as agent of Subtenant or otherwise, for a term or terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Sublease, at Sublandlord’s sole option, and Sublandlord shall receive the rent therefor. Rent so received shall be applied first to the payment of such reasonable out of pocket expenses as Sublandlord has incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating with other adjoining premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorney’s fees, and then to the payment of damages in amounts equal to the rent (base and additional) and other payments required of Subtenant hereunder and to the costs and expenses of performance of the other covenants of Subtenant as herein provided. Notwithstanding anything to the contrary contained herein, Sublandlord agrees to exercise commercially reasonable efforts to mitigate its damages caused by Subtenant’s default hereunder. Subtenant agrees, in any such case, whether or not Sublandlord has relet, to pay to Sublandlord damage equal to the Rent and other sums herein agreed to be paid by Subtenant, as and when payable, less the net proceeds of the reletting, if any, as ascertained from time to time, and the same shall be payable by Subtenant on the several rent days above specified. Subtenant shall not be entitled to any surplus accruing as a result of any such reletting. In reletting the Sublease Premises as aforesaid, Sublandlord may grant rent concessions and/or tenant improvement allowances, which shall be for the sole benefit of such new subtenant. No such reletting shall constitute a surrender and acceptance or be deemed evidenced thereof. If Sublandlord elects, pursuant hereto, actually to occupy and use the Sublease Premises or any part thereof during any part of the balance of the term as originally fixed or since extended, there shall be allowed against Subtenant’s obligation for rent, other payments and damages as herein defined, during the period of Sublandlord’s occupancy, the reasonable value of such occupancy, equal to in any event the basic and additional rent herein reserved. In no event shall such occupancy by Sublandlord be construed as a release of Subtenant’s liability hereunder. 14.2.2 In the event Subtenant shall default in the Sublease payments beyond applicable notice and/or cure periods and be dispossessed, provided Subtenant shall continue thereafter to make up arrears and pay all rent current on a monthly basis, no acceleration of the rent shall occur. In the event Sublandlord shall rent to a third party for less than the rent reserved hereunder, Subtenant shall pay the difference on a monthly basis. In the event Subtenant shall default in its obligation to cure pay the monthly difference, then in that event the right of acceleration shall be afforded Sublandlord as more fully described herein. Upon the happening of the foregoing, Sublandlord shall have the right to damages equal to the present worth (as of the date of such right of acceleration) of such monthly difference for the remainder of the initial Term of this Sublease. For purposes of such damage calculation, “present worth” shall be computed by discounting such Base Rent and Additional Rent at a discount rate equal to one (1) percentage point above the discount rate then in effect at the Federal Reserve Bank nearest to the Sublease Premises. Upon timely payment of all the sums hereinabove provided in this Section 14.2.2, Subtenant shall (subject to the rights of any such tenant in possession) have the right to continue to reenter possess, occupy and enjoy the Sublease Premises for the remaining balance of the Sublease term, subject to strict observance by Subtenant of all the covenants, conditions and other provisions of this Sublease and provided that Subtenant shall pay when due all Additional Rent as provided in this Sublease and all other payments required of Subtenant by this Sublease, the amount of which Additional Rent and other payments were not paid upon the declaration of this Section 14.2.2. Sublandlord shall have the right to immediately enforce declaration of acceleration as hereinabove provided by means of distress or any legal action. The foregoing notwithstanding, Sublandlord shall have the right to declare an acceleration and collect upon same and, in addition, to dispossess Subtenant and re-enter and take possession of the Sublease Premises if Sublandlord is dispossessing and evicting Subtenant for the purpose of ultimately reducing Subtenant’s liabilities under this Sublease. In the event of default of SubtenantSublandlord shall declare an acceleration as provided in this Section 14.2.2 and the amounts due hereunder shall not be paid forthwith, then Sublandlord, at Sublandlord’s sole option, may exercise Sublandlord’s right to terminate this Sublease as provided in Section 14.2.1 hereof, in which event Sublandlord shall be entitled to the full benefits of, and full enforcement of, Section 14.2.1 hereof. (d) To exercise 14.2.3 From and after a default beyond applicable notice and grace provisions by Subtenant, Sublandlord shall have the right to enforce Subtenant’s performance of each and every covenant, condition and other provision of this Sublease through an action for equitable remedies. 14.2.4 Subtenant hereby waives all right of redemption to which Subtenant or any person under Subtenant might be entitled by any law now or hereafter in force. 14.2.5 Sublandlord’s remedies hereunder are in addition to any remedy allowed by law or in equity. 14.2.6 The remedies set forth above shall be non-exclusive and Sublandlord’s election to enforce any remedy shall not be deemed a waiver of any other right remedy Sublandlord may be entitled to hereunder or remedy permitted under applicable lawsas allowed by law or in equity.

Sublandlord’s Remedies. If In the event of any Event of Default occursdefault by Subtenant, then and without limiting Sublandlord’s right to indemnification as provided in this Sublease, Sublandlord shall have the rightfollowing remedies, at its electionin addition to all other rights and remedies provided by law or in equity or otherwise provided in this Sublease, to exercise anywhich Sublandlord may resort cumulatively, some or all of in the following remediesalternative: (a) To Sublandlord may, at Sublandlord’s election, keep this Sublease in effect and enforce, by an action at law or in equity, all of its rights and remedies under this Sublease including, without limitation, (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required by Subtenant, or perform Subtenant’s obligations and be reimbursed by Subtenant for the cost thereof with interest at the then maximum rate of interest not prohibited by law from the date the sum is paid by Sublandlord until Sublandlord is reimbursed by Subtenant, and (iii) the remedies of injunctive relief and specific performance to prevent Subtenant from violating the terms of this Sublease and/or to compel Subtenant to perform its obligations under this Sublease, as the case may be. (b) Sublandlord may, at Sublandlord’s election, terminate this Sublease by giving Subtenant written notice of termination, in which event this Sublease shall terminate on the date set forth for termination in such notice, in which event Subtenant shall immediately surrender the Leased Premises to Sublandlord, and if Subtenant fails to do so, Sublandlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Leased Premises and expel or remove Subtenant and any other person who may be occupying the Leased Premises or any part thereof, without being liable for prosecution or any claim or damages therefor. Any termination under this subparagraph shall not relieve Subtenant from its obligation to pay to Sublandlord all Base Monthly Rent and Additional Rent then or thereafter due, or any other sums due or thereafter accruing to Sublandlord, or from any claim against Subtenant for damages previously accrued or then or thereafter accruing. In no event shall any one or more of the following actions by Sublandlord, in the absence of a written election by Sublandlord to terminate this Sublease constitute a termination of this Sublease: (i) Appointment of a receiver or keeper in order to protect Sublandlord’s interest hereunder; (ii) Consent to any subletting of the Leased Premises or assignment of this Sublease by Subtenant, whether pursuant to the provisions hereof or otherwise; or (iii) Any action taken by Sublandlord or its partners, principals, members, officers, agents, employees, or servants, which is intended to mitigate the adverse effects of any breach of this Sublease by Subtenant, including, without limitation, any action taken to maintain and preserve the Leased Premises on any action taken to relet the Leased Premises or any portion thereof for the account at Subtenant and in the name of Subtenant. (c) In the event Subtenant breaches this Sublease and abandons the Leased Premises, Sublandlord may terminate this Sublease, but this Sublease shall not terminate unless Sublandlord gives Subtenant written notice of termination. If Sublandlord does not terminate this Sublease by giving written notice of termination, Sublandlord may enforce all its rights and remedies under this Sublease, including the right and remedies provided by California Civil Code Section 1951.4 (“lessor may continue lease in which case Subtenanteffect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to possession sublet or assign, subject only to reasonable limitations”), as in effect on the Effective Date of this Sublease. (d) In the event Sublandlord terminates this Sublease, Sublandlord shall be entitled, at Sublandlord’s election, to the rights and remedies provided in California Civil Code Section 1951.2, as in effect on the Commencement Date of this Sublease. For purposes of computing damages pursuant to Section 1951.2, an interest rate equal to the maximum rate of interest then not prohibited by law shall be used where permitted. Such damages shall include, without limitation: (i) The worth at the time of the Subleased Premises will cease and this Sublease will be terminated as if the expiration award of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that which had been earned at the time of termination; ; (2ii) the amount by which the unpaid rent that would have been earned after termination until The worth at the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent such rental loss that Subtenant proves could be reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is , computed by discounting the such amount at the discount rate of the Federal Reserve Bank of San Francisco Francisco, at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction.award plus one percent; and (biii) To reenter Any other amount necessary to compensate Sublandlord for all detriment proximately caused by Subtenant’s failure to perform Subtenant’s obligations under this Sublease, or which in the ordinary course of things would be likely to result therefrom, including without limitation, the following: (i) expenses for cleaning, repairing or restoring the Leased Premises, (ii) expenses for altering, remodeling or otherwise improving the Leased Premises for the purpose of reletting, including removal of existing leasehold improvements and/or installation of additional leasehold improvements (regardless of how the same is funded, including reduction of rent, a direct payment or allowance to a new tenant, or otherwise), (iii) broker’s fees allocable to the remainder of the term of this Sublease, advertising costs and take other expenses of reletting the Leased Premises; (iv) costs of carrying and maintaining the Leased Premises, such as taxes, insurance premiums, utility charges and security precautions, (v) expenses incurred in removing, disposing of and/or storing any of Subtenant’s personal property, inventory or trade fixtures remaining therein; (vi) reasonable attorney’s fees, expert witness fees, court costs and other reasonable expenses incurred by Sublandlord (but not limited to taxable costs) in retaking possession of the Subleased Leased Premises, expel Subtenant establishing damages hereunder, and remove releasing the effects Leased Premises; and (vii) any other expenses, costs or damages otherwise incurred or suffered as a result of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such relettingdefault. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If any A. The remedies available to Sublandlord in the case of an Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all by Subtenant are set forth in Section 17.1 of the following remedies: (a) To terminate this SubleaseMaster Lease, as incorporated herein by reference and modified as provided in which case Subtenant’s right to possession Paragraph 3 above. Pursuit of any of the Subleased Premises will cease and remedies stated herein by Sublandlord after an Event of Default by Subtenant shall not preclude pursuit of any other remedies provided in this Sublease will be terminated as if the expiration or applicable law or equity, nor shall pursuit of the term fixed in such notice were the end any remedy constitute a forfeiture or waiver of the termany payment due to Sublandlord. If this Sublease is terminated, No waiver by Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time any violation or breach of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term any provision of this Sublease after the time shall be deemed or construed to constitute a waiver of award exceeds the amount any other violation or breach any provision herein contained. Forbearance by Sublandlord to enforce one or more of the rent loss that remedies herein provided after an event of default by Subtenant proves could reasonably shall not be avoided; and (4) deemed or construed to constitute a waiver of any other amount necessary violation or default. For the sake of clarity, Subtenant shall be obligated to compensate pay to Sublandlord for all (or the damages proximately caused by Subtenant’s failure Indenture Trustee or the Master Landlord as directed pursuant to perform its obligations under this Paragraph 7.C.) as Sublease Supplemental Rent the Forced Sale Amount or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting Section 17.1(e) of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Master Lease following an Event of Default and under the Master Lease that arises as a result of an Event of Default hereunder. B. If Sublandlord, as tenant, makes any payment of Termination Value under the Master Lease, in addition to charge its rights under incorporated Section 17.1 of the Master Lease, Sublandlord shall be entitled to all of the proceeds arising from the sale of the Property (up to the Forced Sale Amount) as described in the penultimate paragraph of Section 17.1(e) of the Master Lease. Subtenant shall remit to Sublandlord any amounts it receives that are realized in any marketing effort contemplated by Section 17.1 of the Master Lease in excess of the Forced Sale Amount to the extent that the tenant under the Master Lease is entitled thereto. C. In the event that Subtenant becomes liable for the cost Forced Sale Amount as damages under this Sublease, Sublandlord shall follow Subtenant's instructions with respect to any marketing effort permitted or contemplated by such Section 17.1. Sublandlord shall remit to Subtenant any amount realized in such marketing effort in excess of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at Forced Sale Amount to the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenantextent the tenant under the Master Lease is entitled thereto. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If any Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all of the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and If this Sublease will shall be terminated as if the expiration of the term fixed provided in such notice were the end of the term. If this Sublease is terminatedparagraph 12.01, Sublandlord will be entitled or Sublandlord's agents or employees may immediately or at any time thereafter re-enter the Premises and remove therefrom Subtenant, its agents, employees, licensees, and any subtenants and other persons, firms or corporations, and all or any of its or their property therefrom either by summary dispossess proceedings or by any suitable action or proceeding at law or by force or otherwise, without being liable to recover from Subtenant (1) indictment, prosecution or damages therefore, and repossess and enjoy the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; Premises, together with all alterations, additions and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdictionimprovements thereto. (b) To reenter In case of any such termination, re-entry or dispossession by summary proceedings or otherwise, the rents and take possession all other charges required to be paid up to the time of such termination, re-entry or dispossession, shall be paid by Subtenant, and Subtenant shall also pay to Sublandlord all expenses which Sublandlord may then or thereafter incur for legal expenses, attorneys' fees, brokerage commissions and all other costs paid or incurred by Sublandlord for restoring the Subleased Premises to good order and condition and for altering and otherwise preparing the same for reletting thereof. Sublandlord may, at any time and from time to time, relet the Premises, expel Subtenant and remove the effects in whole or in part, for any rental then obtainable either in its own name or as agent of Subtenant, in compliance with applicable lawsfor a term or terms which, without being liable for prosecutionat Sublandlord's option, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises may be for the account remainder of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in then current term of this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of or for any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such relettinglonger or shorter period. (c) To cure If this Sublease be terminated as aforesaid, Subtenant nevertheless covenants and agrees, notwithstanding any Event entry or re-entry by Sublandlord, whether by summary proceedings, termination, or otherwise, to remain liable for all rent and additional rent due under this Sublease and all cost expenses and attorneys' fees to enforce this Sublease . At its option, Sublandlord may accelerate the payment of Default all Fixed Rent and additional rent due hereunder to charge be immediately due and payable. In the event the Premises be relet by Sublandlord, Subtenant shall be entitled to a credit in the net amount of rent received by Sublandlord in reletting the Premises after deduction of all expenses and costs incurred or paid as aforesaid in reletting the Premises and in collecting the rent in connection therewith. As an alternative, at the election of Sublandlord, Subtenant shall pay to Sublandlord as damages, such a sum as at the time of such termination represents the amount of the then present value of the total Fixed Rent and additional rent and other benefits which would have accrued to Sublandlord under this Sublease for the cost remainder of effecting such cure, the term (including without limitation reasonable attorneys’ fees and interest from all renewal terms whether or not Subtenant had elected to renew) if the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Sublease terms had been fully complied with by Subtenant. (d) To No failure by Sublandlord to insist upon the strict performance of any covenant, agreement, term or condition of this Sublease or to exercise any right or remedy consequent upon the breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Sublease, but each and every covenant, agreement, term and condition of this Sublease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. No payment by Subtenant or receipt by Sublandlord of a lesser amount than the monthly installments of rent or additional rent stipulated in this Sublease shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or letter accompanying a check for payment of rent be deemed any accord and satisfaction, and Sublandlord may accept such check or payment without prejudice to Sublandlord's right to recover the balance of such rent or to pursue any other remedy provided by this Sublease. (e) Each right or remedy of Sublandlord provided for in this Sublease shall be cumulative and shall be in addition to every other right or remedy permitted under applicable lawsprovided for in this Sublease, or now or hereafter existing at law or in equity or by statute or otherwise.

Sublandlord’s Remedies. If (a) Upon the occurrence of any Event of Default occursby Subtenant, then in addition to any other remedies available to Sublandlord, Sublandlord shall have the right, at its election, to may exercise any, some or all of the following remedies: (ai) To Pursuant to Civil Code §1951.2, Sublandlord may terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and by any lawful means, in which case this Sublease will be terminated as if the expiration shall terminate and Subtenant shall immediately surrender possession of the term fixed in such notice were the end Premises to Sublandlord. Such termination shall not affect any accrued obligations of the termSubtenant under this Sublease. If this Sublease is terminatedUpon termination, Sublandlord will shall have the right to reenter the Premises and remove all persons and property. Sublandlord shall also be entitled to recover from Subtenant Subtenant: (1) The worth at the time of award of the unpaid rent that Rent which had been earned at the time of termination; ; (2) The worth at the time of award of the amount by which the unpaid rent that Rent which would have been earned after termination until the time of award exceeds the amount of the rent such loss that Subtenant proves could reasonably have been reasonably avoided; ; (3) The worth at the time of award of the amount by which the unpaid rent Rent for the balance of the term of this Sublease Term after the time of award exceeds the amount of the rent such loss that Subtenant proves could be reasonably be avoided; and ; (4) any Any other amount necessary to compensate Sublandlord for all the damages detriment proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that which in the ordinary course of things would be likely to result from that failureSubtenant’s Default, including, but not limited to, the cost of recovering possession of the Premises, commissions and other expenses of reletting, including necessary repair, renovation, improvement and alteration of the Premises for a new tenant (to the extent attributable to what would have been the unexpired term), reasonable attorneys’ fees, and any other reasonable costs; and (5) At Sublandlord’s election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law. The Any sum, other than Base Rent, shall be computed on the basis of the average monthly amount referred accruing during the period prior to Default. As used in clauses subparagraphs (1) and (2) is above, the “worth at the time of award” shall be computed by allowing interest at the highest rate permitted by lawof 10% per annum. The amount referred to As used in clause subparagraph (3) is above, the “worth at the time of award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of awardaward plus 1%. (ii) Pursuant to California Civil Code §1951.4, Sublandlord may elect not to terminate Subtenant’s right to possession of the Premises, in which event Sublandlord may continue to enforce all of its rights and remedies under this Sublease, including the right to collect all rent as it becomes due. As used hereinEfforts by the Sublandlord to maintain, “time preserve or re-let the Premises, or the appointment of award” means when a decision is rendered receiver to protect the Sublandlord’s interests under this Sublease, shall not constitute a termination of the Subtenant’s right to possession of the Premises. In the event that Sublandlord elects to avail itself of the remedy provided by this subsection (ii), Sublandlord shall not unreasonably withhold its consent to an arbitrator assignment or court subletting of competent jurisdictionthe Premises subject to the reasonable standards for Sublandlord’s consent as are contained in this Sublease. (b) To reenter The various rights and take possession remedies reserved to Sublandlord in this Sublease or otherwise shall be cumulative and, except as otherwise provided by California Laws, Sublandlord may pursue any or all of its rights and remedies at the same time. No delay or omission of Sublandlord to exercise any right or remedy shall be construed as a waiver of the Subleased Premisesright or remedy or of any breach or Default by Subtenant. The acceptance by Sublandlord of Rent shall not be a (i) waiver of any preceding breach or Default by Subtenant of any provision of this Sublease, expel other than the failure of Subtenant to pay the particular Rent accepted, regardless of Sublandlord’s knowledge of the preceding breach or Default at the time of acceptance of Rent, or (ii) a waiver of Sublandlord’s right to exercise any remedy available to Sublandlord by virtue of the breach or Default. The acceptance of any payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of Subtenant or Subtenant’s estate shall not waive or cure a Default. No payment by Subtenant or receipt by Sublandlord of a lesser amount than the Rent required by this Sublease shall be deemed to be other than a partial payment on account of the earliest due stipulated rent, nor shall any endorsement or statement on any check or letter be deemed an accord and remove satisfaction and Sublandlord shall accept the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and check or payment without prejudice to Sublandlord’s right to recover the balance of the rent or pursue any remedies for arrears other remedy available to it. Subtenant hereby waives any right of Monthly Rent redemption or other amounts payable relief from forfeiture under this Sublease. In such caseCalifornia Code of Civil Procedure Section 1174 or 1179, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determineor under any successor statute, in its sole discretionthe event this Sublease is terminated by reason of any Default by Subtenant. No act or thing done by Sublandlord or Sublandlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Sublandlord. No employee of Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all or of Sublandlord’s reasonable expenses in connection with such relettingagents shall have any power to accept the keys to the Premises prior to the termination of this Sublease, and the delivery of the keys to any agent or employee shall not operate as a termination of the Sublease or a surrender of the Premises. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If any Upon an Event of Default occursby Subtenant hereunder, then Sublandlord shall have the rightSublandlord, at its electionoption, any time thereafter, may: Terminate this Sublease by written notice to exercise anySubtenant and, some or upon service of said notice, Subtenant shall immediately vacate the Subleased Premises, and Sublandlord, in addition to its other remedies, may recover from Subtenant all damages incurred by Sublandlord as a result of such breach (all of which shall be immediately due and payable), including, but not limited to, (A) the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to cost of recovering possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant Premises; (1B) reasonable attorneys’ fees; (C) the unpaid rent that amount of all monetary obligations payable under this Sublease which had been earned at the time of termination; and (2D) the worth at the time of award of the amount by which the unpaid rent that would have been earned amount of all monetary obligations payable under this Sublease for the balance of the Term after termination until the time of such award exceeds the amount of such loss for the rent loss same period that Subtenant proves could be reasonably have been avoided; (3) the amount . Sublandlord shall be required to use reasonable efforts to mitigate its damages, but efforts by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary Sublandlord to compensate Sublandlord for all the mitigate damages proximately caused by Subtenantthe default shall not waive Sublandlord’s failure right to perform its obligations under this Sublease recover all or that any part thereof in a separate suit; Sublandlord may, without terminating the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used hereinSublease, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter re-enter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable lawsPremises or any part thereof, without being liable for prosecutionprosecution on account thereof or being deemed guilty of any manner of trespass. Sublandlord reserves the right, following any reentry or reletting, to exercise its right to terminate this Sublease by giving Subtenant written notice thereof. No such reentry or taking possession of the Subleased Premises by Sublandlord shall be construed as an election by Sublandlord to terminate this Sublease unless a written notice of such intention is given to Subtenant. No notice from Sublandlord hereunder or under a forcible entry and without prejudice detainer statute or similar law shall constitute an election by Sublandlord to any remedies for arrears terminate this Sublease unless such notice specifically so states. After recovering possession of Monthly Rent or other amounts payable under this Sublease. In such casethe Subleased Premises, Sublandlord may, without being from time to time, but shall not be obligated to and without terminating the Subleaseto, relet the Subleased Premises Premises, or any part thereof, for the account of Subtenant Subtenant, for such term or terms and on such conditions and upon such other terms as Sublandlord may determineSublandlord, in its sole discretion, and Sublandlord may collect and receive determine; provided, however, that any reletting will be subject to the rentterms of the Prime Lease. Notwithstanding Sublandlord’s recovery of possession of the Subleased Premises, Subtenant will shall continue to pay to Sublandlord Monthly on the dates herein specified, the Rent and other sums as provided in this Sublease that all additional amounts which would be payable under this Sublease hereunder if such repossession had not occurred, less a credit for the net proceedsamounts, if any, of actually received by Sublandlord through any reletting of the Subleased Premises after deducting Premises; and Upon a breach by Subtenant hereunder, Sublandlord shall also have all of Sublandlord’s reasonable expenses other rights available to it at law or in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cureequity, including without limitation limitation, seeking specific performance or injunctive relief, or performing Subtenant’s obligations hereunder and getting reimbursed the reasonable attorneys’ fees cost and interest from expenses therefor upon demand. All rights and remedies of Sublandlord herein created or otherwise existing at law or equity are cumulative and may be exercised concurrently, whenever and as often as deemed desirable, and the date such monies are advanced until paid at exercise of one shall not be taken to exclude or waive the rate right to the exercise of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenantother. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. If any Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all of the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1i) the unpaid rent Rent that had been earned at the time of termination; (2ii) the amount by which the unpaid rent Rent that would have been earned after termination until the time of award exceeds the amount of the rent Rent loss that Subtenant proves could reasonably have been avoided; (3iii) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4iv) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1i) and (2ii) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3iii) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco Dallas at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the this Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest Default Interest from the date such monies are advanced until paid at the rate of 10% per annumadvanced; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise any other right or remedy permitted under applicable lawsLaws.

Sublandlord’s Remedies. If any Event Subtenant shall default under this Sublease and such default shall entitle Sublandlord to possession of Default occursthe Deacon Premises as hereinabove provided, then Sublandlord shall have the rightright to enter the Deacon Premises by any legal means, to remove Subtenant's property and effects, and to take and hold possession thereof, without terminating this Sublease or releasing Subtenant in whole or in part from Subtenant's obligations to pay rent and all of Subtenant's other obligations hereunder for the full term of this Sublease, and to relet the Deacon Premises or any part thereof (with the Landlord's consent) either in the name or for the account of Subtenant, for such rent and for such term or terms as Sublandlord may see fit, which term may, at Sublandlord's option, extend beyond the balance of the term of this Sublease (but not beyond the term of the Master Lease without Landlord's consent). Sublandlord shall not be required to accept any tenant offered by Subtenant or to observe any instructions given by Subtenant about such reletting; however, Sublandlord may not unreasonably withhold its electionconsent to a proposed sublease or assignment by Subtenant, although the failure of Landlord to exercise anyconsent to such a sublease or assignment shall constitute a reasonable basis for Sublandlord's refusal. Sublandlord shall use reasonable efforts to mitigate damages incurred by Subtenant's default; it being understood and agreed, some or however, that Sublandlord shall be under no obligation to relet a portion of the Deacon Premises prior to all of the following remedies: (a) To terminate this SubleaseDeacon Premises. In any such case, Sublandlord may make such repairs, alterations and additions in which case Subtenant’s right and to possession the Deacon Premises and redecorate the same as it sees fit, subject to the terms of the Subleased Premises will cease Master Lease. Subtenant shall pay Sublandlord any deficiency between the Rent and this Sublease will other charges hereby reserved and covenanted to be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds paid and the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent rents collected on such reletting, for the balance of the term of this Sublease after the time of award exceeds Sublease. Any deficiency in Rent and other charges shall be paid in monthly installments, upon statements rendered by Sublandlord to Subtenant. Any suit brought to collect the amount of the rent loss that deficiency for any one or more months shall not preclude any subsequent suit to collect the deficiency for any subsequent months. In addition to all other rights, and remedies of Sublandlord under this Sublease, Subtenant proves could reasonably be avoided; and (4) any other amount necessary agrees to compensate indemnify Sublandlord for all costs, expenses and other amounts which Sublandlord is required to pay under the damages proximately caused by Master Lease as a result of Subtenant’s failure to perform its obligations 's default under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdictionMaster Lease. (b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant. (d) To exercise any other right or remedy permitted under applicable laws.

Sublandlord’s Remedies. (a) This Guaranty is an absolute, irrevocable, present and continuing guaranty of payment and performance and not merely a guaranty of collection. In the event of any default by Subtenant under the Sublease after the expiration of any cure period applicable thereto, Guarantor agrees, on demand by Landlord or Sublandlord, to pay and/or satisfy all Liabilities then due hereunder. In the event that there shall be any default by Subtenant in the due and timely performance and observance of the Liabilities or any of them after the expiration of any cure period applicable thereto, then, in such event, Guarantor agrees, on demand by Sublandlord or Landlord: (i) to perform the Liabilities; and (ii) to indemnify, defend, and hold harmless Sublandlord, Landlord and the other Indemnified Parties (hereinafter defined) from and against any and all loss, damage, cost, expense, injury and liability Sublandlord, Landlord or the Indemnified Parties may suffer or incur in connection with the exercise of Sublandlord’s or Landlord’s rights under the Sublease, this Guaranty or otherwise in respect of the Premises. If Guarantor fails to commence and pursue diligently the performance of the Liabilities after the expiration of any Event cure period applicable thereto as provided in the immediately preceding sentence and such failure continues for three (3) days after receipt by Guarantor of Default occurswritten notice from Sublandlord or Landlord demanding the performance of Guarantor, then either before or after pursuing any other remedy of Sublandlord or Landlord against Guarantor or Subtenant, and regardless of whether Sublandlord or Landlord shall ever pursue any such other remedy, Sublandlord or Landlord, as the case may be, shall have the rightright (but not the obligation) to perform the Liabilities or to call upon any other reputable parties to perform the Liabilities, and shall have the right to expend such sums as Landlord, in its reasonable discretion, deems proper in order so to complete the performance of the Liabilities. During the course of the performance of any Liabilities undertaken by Sublandlord, Landlord or any other party on behalf of Sublandlord or Landlord, Guarantor shall pay on demand any amounts due to third parties in connection therewith. All amounts required to be paid by the terms hereof and all Liabilities required to be performed by the terms hereof shall be included within the term “Liabilities” (b) Notwithstanding anything to the contrary herein contained, in any action to enforce any of the liabilities or obligations of Guarantor under this Guaranty, Landlord, at its election, may proceed against Guarantor with or without: (i) joining Subtenant or Sublandlord in any such action; (ii) commencing any action against or obtaining any judgment against Subtenant; or (iii) commencing any proceeding to enforce or realize upon any collateral or other security (including, without limitation, any security deposit or other guaranties) which may be given to secure Subtenant’s obligations under the Sublease, or to obtain any judgment, decree or foreclosure sale with respect thereto. Nevertheless, the maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Sublease or to secure the performance of any of the other terms, covenants and conditions of the Sublease shall not preclude Landlord from demanding and receiving the payment of such sums and the performance of such other terms, covenants and conditions from Guarantor, or from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Subtenant or Sublandlord under the Sublease. Guarantor does hereby consent that, without affecting the liability of Guarantor under this Guaranty and without notice to Guarantor, time may be given by Landlord to Subtenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or any of them, and such time extended and indulgence granted from time to time, or Subtenant may be dispossessed or Landlord may avail itself of or exercise any, some any or all of the following remedies: (a) To terminate this Sublease, in which case Subtenant’s right to possession of rights and remedies against Subtenant provided by law or by the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that available in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) equity, and (2) is computed by allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator may proceed either against Subtenant or court of competent jurisdiction. (b) To reenter and take possession of the Subleased Premises, expel jointly against Subtenant and remove the effects of Subtenant, in compliance with applicable laws, Guarantor or against Guarantor alone without being liable for prosecution, and without prejudice to first proceeding or exhausting any remedies for arrears of Monthly Rent remedy or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting. (c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of claim against Subtenant. (d) To exercise any other right or remedy permitted under applicable laws.