Common use of Termination Upon Default Clause in Contracts

Termination Upon Default. In any notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rent, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of award.

Termination Upon Default. In Following the occurrence of (i) Subtenant’s failure to pay any installment of the Base Monthly Rental on or before three (3) business days after notice given pursuant from Sublandlord to Subtenant that said payment is due, or (ii) Subtenant’s failure to perform in any one material respect any of Subtenant’s material covenants, agreements or more Events obligations hereunder on or before fifteen (15) days after written notice thereof from Sublandlord, provided that if such failure to perform cannot reasonably be remedied within a 15 day period, Subtenant shall not be in default if it commences the cure of Defaultsuch failure to perform within said fifteen (15) days and diligently prosecutes such cure to completion (an Event of default), Landlord Sublandlord shall have the right, so long as the default continues, to terminate the Sublease by written notice to Subtenant setting forth: (i) the default; (ii) the requirements to cure it; and (iii) a demand for possession, which shall be effective three (3) days after it is given. Sublandlord shall not be deemed to have terminated this Sublease other than by delivering written notice of termination to Subtenant as provided above. Upon the effectiveness of such termination, Sublandlord in its sole discretion, discretion may elect to declare a forfeiture of this Lease as Sublease to the extent provided in Section 1161 of the California Code of Civil Procedure, and provided that LandlordSublandlord’s notice states such an election, TenantSubtenant’s right to possession of the Subleased Premises shall terminate and this Lease Sublease shall terminate, unless on or before the date specified in such notice all arrears of RentRent and all other sums payable by Subtenant under this Sublease, and all costs and expenses incurred by or on behalf of Landlord Sublandlord hereunder, including reasonable attorneys’ fees incurred in connection with such default, Event of Default shall have been paid by Tenant Subtenant and all other material breaches of this Lease Sublease by Tenant Subtenant at the time existing shall have been fully remedied to the reasonable satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Sublandlord Upon such termination, Landlord Sublandlord may recover from Tenant Subtenant: (a) the worth at the time of award of the unpaid rent Rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent Rent which would have been earned after termination until the time of award exceeds the amount of such rental Rent loss that Tenant Subtenant proves could reasonably have been avoided; (c) 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 award exceeds the amount of such rental Rent loss that Tenant Subtenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Sublandlord for all the detriment proximately caused by TenantSubtenant’s failure to perform its obligations under this Lease Sublease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts amount referred to in clauses (a) and (b) above shall be is computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The “worth at the time of award award” of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent Rent under clause (c) above, Escalations for the balance monthly rent reserved in this Sublease shall be deemed to be the sum of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardBase Monthly Rent.

Termination Upon Default. In any notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, discretion may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rentrent and all other sums payable by Tenant under this Lease, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees fees, incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental rent loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental rent loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including, but not limited to, leasing commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain any new tenant. The “worth at the time of award” of the amounts amount referred to in clauses (a) and (b) above shall be is computed by allowing interest at the discount rate of the Federal Reserve Bank of San Francisco plus 5% per annum at the date of termination, but in no event in excess of the maximum rate of interest rate set forth in Section 14.8permitted by law. The worth at the time of award of the amount referred to in clause (c) above shall be above, is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations the monthly rent reserved in this Lease shall be deemed to be the sum of the Base Rent and the amounts last payable by Tenant as reimbursement of expenses pursuant to Paragraph 5(a) hereof for the balance calendar year in which Landlord terminated this Lease as provided herein. Tenant waives any rights of reinstatement, redemption or relief from forfeiture under California Civil Code Section 3275 or California Code of Civil Procedure Sections 1174 and 1179, or under any other applicable present or future law. After terminating this Lease, Landlord may remove any and all personal property located in the Term Premises and place such property in a public or private warehouse or elsewhere at the sole cost and expense of Tenant. In the event that Tenant shall not immediately pay the cost of storage of such property after the same has been stored for a period of thirty (30) days or more, Landlord may sell any or all thereof at a public or private sale in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to or demand upon Tenant. Tenant waives all claims for damages that may be projected based upon caused by Landlord’s removing or storing or selling the annual average rate property as herein provided, and Tenant shall indemnify and hold Landlord free and harmless from and against any and all losses, costs and damages, including without limitation all costs of increase, if any, court and attorneys’ fees of Landlord occasioned thereby. Tenant hereby appoints Landlord as Tenant’s attorney-in-fact with the rights and powers necessary in Escalations from order to effectuate the Commencement Date through the time provisions of awardthis Paragraph.

Termination Upon Default. 11.01 In any notice given pursuant to any one or more Events of DefaultArticle X above, Landlord in its sole discretion, discretion may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s notice states state such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice notice, all arrears of Rent, rent and all other sums payable by Tenant under this Lease and all costs and expenses incurred by or on behalf of Landlord hereunder, including reasonable attorneys’ fees incurred in connection with such default, shall have been be paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may, at its option and without any further notice or demand, in addition to any other rights and remedies given hereunder or by law, exercise its remedies relating hereto in accordance with the following provisions: (i) In the event of any such termination of this Lease, Landlord may then or at any time thereafter by judicial process, re-enter the Premises and remove therefrom all persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Landlord may have by reason of Tenant’s default or of such termination. (ii) In the event of any such termination of this Lease, and in addition to any other rights and remedies Landlord may have, Landlord shall have all of the rights and remedies of a landlord provided by Section 1951.2 of the California Civil Code. The amount of damages which Landlord may recover from Tenant in event of such termination shall include, without limitation, (a1) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at a the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For one percent) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonable avoided, (2) all reasonable legal expenses and other related costs incurred by Landlord following Tenant’s default, (3) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition, or in remodeling, and (4) all costs (including, without limitation, any brokerage commissions) incurred by Landlord in reletting the Premises. (iii) After terminating this Lease, Landlord may remove any and all personal property of Tenant located in the Premises and place such property in a public or private warehouse or elsewhere at the sole cost and expense of Tenant. In the event that Tenant shall not immediately pay the cost of storage of such property after the same has been stored for a period of thirty (30) days or more, Landlord may sell any or all thereof at a public or private sale in such manner and such times and places as Landlord in its sole discretion may deem proper, without notice to or demand upon Tenant. Tenant waives all claims for damages that may be caused by Landlord’s removing or storing or selling the property as herein provided, and Tenants shall indemnify and hold Landlord free and harmless from and against any and all losses, costs and damages, including without limitation all costs of court and attorneys’ fees of Landlord occasioned thereby, except for those arising by reason of Landlord’s gross negligence or willful misconduct. 11.02 In the event of the occurrence of any of the events specified in Section 10.01(c) of this Lease, if Landlord shall not choose the exercise, or by law shall not be able to exercise, its rights hereunder to terminate this Lease, then, in addition to any other rights of Landlord hereunder or by law, (1) Landlord may discontinue the services provided pursuant to Article VI of this Lease, unless Landlord has received compensation in advance for such services in the amount of Landlords’ reasonable estimate of the compensation required with respect to such services, and (2) neither Tenant, as debtor-in-possession, nor any trustee or other person (collectively, the “Assuming Tenant”) shall be entitled to assume this Lease unless on or before the date of such assumption, the Assuming Tenant (a) cures, or provides adequate assurance that the Assuming Tenants will promptly cure, any existing default under this Lease, (b) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate, Landlord for any pecuniary loss (including, without limitation, attorneys’ fees and disbursement) resulting from such default, and (c) provides adequate assurance of future performance under this Lease. For purposes of this Section 11.02, “adequate assurance” of such cure, compensation of future performance shall be effected by the establishment of an escrow fund for the amount at issue or by bonding.

Termination Upon Default. In any notice given pursuant to any one or more Events If an Event of DefaultDefault shall occur, Landlord in its sole discretion, at any time thereafter may elect give a written termination notice to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureTenant, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three (3) days after the giving of such an election, notice) Tenant’s 's right to possession shall terminate and this Lease shall terminate, unless on or before such date all rent and other sums payable by Tenant under this Lease (together with interest thereon at the date specified in such notice all arrears of Rent, maximum rate allowable by law) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedureremedied. Upon such termination, Landlord may recover from Tenant Tenant: (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s 's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result results therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent). For the purpose purposes of determining unpaid rent under clause clauses (a), (b) and (c) above, Escalations for the balance of the Term monthly rent reserved in this Lease shall be projected based upon deemed to be the annual average rate of increaserent due under Sections 4 and 5 above, if any, in Escalations from the Commencement Date through the time of awardas adjusted by Section 6.

Termination Upon Default. In any notice given pursuant to any one or more Events If an Event of DefaultDefault shall occur, Landlord in its sole discretion, at any time thereafter may elect give a written termination notice to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureTenant, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three (3) days after the giving of such an election, notice) Tenant’s 's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, rental and all other sums payable by Tenant under this Lease (together with interest thereon at the then maximum legal rate) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, hereunder shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may accumulatively recover from Tenant Tenant: (a) the worth at the time of award of the unpaid rent rental which had been earned at the time of termination; and (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been reasonably avoided; and (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s 's failure to perform its obligations under this Lease or which which, in the ordinary course of things events, would be likely to result therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8then maximum legal rate. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco Minneapolis, Minnesota at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent). For the purpose of determining unpaid rent rental under clause clauses (a), (b) and (c) above, Escalations for the balance monthly rent reserved in this Lease shall be deemed to be the sum of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardamounts last payable by Tenant pursuant to Paragraph 3 above.

Termination Upon Default. In Following the occurrence of (i) Subtenant’s failure to pay any installment of the Base Monthly Rental on or before three (3) business days after notice given pursuant from Sublandlord to Subtenant that said payment is due, or (ii) Subtenant’s failure to perform in any one material respect any of Subtenant’s material covenants, agreements or more Events obligations hereunder on or before fifteen (15) days after written notice thereof from Sublandlord, provided that if such failure to perform cannot reasonably be remedied within a 15 day period, Subtenant shall not be in default if it commences the cure of Defaultsuch failure to perform within said fifteen (15) days and diligently prosecutes such cure to completion (an Event of default), Landlord Sublandlord shall have the right, so long as the default continues, to terminate the Sublease by written notice to Subtenant setting forth: (i) the default; (ii) the requirements to cure it; and (iii) a demand for possession, which shall be effective three (3) days after it is given. Sublandlord shall not be deemed to have terminated this Sublease other than by delivering written notice of termination to Subtenant as provided above. Upon the effectiveness of such termination, Sublandlord in its sole discretion, discretion may elect to declare a forfeiture of this Lease as Sublease to the extent provided in Section 1161 of the California Code of Civil Procedure, and provided that LandlordSublandlord’s notice states such an election, TenantSubtenant’s right to possession of the Subleased Premises shall terminate and this Lease Sublease shall terminate, unless on or before the date specified in such notice all arrears of RentRent and all other sums payable by Subtenant under this Sublease, and all costs and expenses incurred by or on behalf of Landlord Sublandlord hereunder, including reasonable attorneys’ fees incurred in connection with such default, Event of Default shall have been paid by Tenant Subtenant and all other material breaches of this Lease Sublease by Tenant Subtenant at the time existing shall have been fully remedied to the reasonable satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Sublandlord Upon such termination, Landlord Sublandlord may recover from Tenant Subtenant: (a) the worth at the time of award of the unpaid rent Rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent Rent which would have been earned after termination until the time of award exceeds the amount of such rental Rent loss that Tenant Subtenant proves could reasonably have been avoided; (c) 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 award exceeds the amount of such rental Rent loss that Tenant Subtenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Sublandlord for all the detriment proximately caused by TenantSubtenant’s failure to perform its obligations under this Lease Sublease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts amount referred to in clauses (a) and (b) above shall be is computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The “worth at the time of award award” of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent Rent under clause (c) above, Escalations for the balance monthly rent reserved in this Sublease shall be deemed to be the sum of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of award.Base Monthly Rent. 5 Section 15

Termination Upon Default. In (a) If an Event of Default shall occur, Lessor at any time thereafter may give a written termination notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureLessee, and provided that Landlord’s on the date specified in such notice states such an election, Tenant’s Lessee's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, rental and all other sums payable by Lessee under this Lease and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, Lessor hereunder shall have been paid by Tenant Lessee and all other breaches of this Lease by Tenant Lessee at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil ProcedureLessor. Upon such termination, Landlord Lessor may recover from Tenant Lessee: (a) the worth at the time of award of the unpaid rent rental which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant Lessee proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant Lessee proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Tenant’s Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be is computed by allowing interest at the interest rate set forth in Section 14.8of 10% per annum or, if a higher rate is legally permissible, at the highest rate legally permitted. The "worth at the time of award award" of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent For purposes of this paragraph, all rental sums shall include Escalations as well as Monthly Base Rentbe computed an the basis of the average monthly amount thereof accruing during the 24-month period immediately preceding the occurrence of an event of default unless a 24-month period of this Lease has not elapsed, in which case the average monthly amount shall be based upon the entire period of Lessee's occupancy of the Premises. For As used herein, the "time of the award" shall be deemed to be the time of entry of judgment on Lessor's claim or the similar point of determination if the matter is determined by a tribunal other than a court. The amount recoverable by Lessor pursuant to subsection (d) above shall include, but shall not be limited to, any reasonable costs or expenses incurred by Lessor in maintaining or preserving the Premises after such default, preparing the Premises for reletting to a new tenant, accomplishing any repairs or alterations to the Premises for the purpose of determining unpaid rent such reletting, rectifying any damage thereto occasioned by the act or omission of Lessee and any other cost reasonably necessary or appropriate to relet the Premises. (b) Lessee hereby waives all rights under clause California Code of Civil Procedure Section 1179 and California Civil Code Section 3275 providing for relief from forfeiture, and any other right now or hereafter existing to redeem the Premises or reinstate this Lease after termination pursuant to this paragraph or by order or judgment of any court or by any legal process. (c) aboveIT IS MUTUALLY AGREED BY AND BETWEEN LESSOR AND LESSEE THAT THE RESPECTIVE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, Escalations for the balance of the Term shall be projected based upon the annual average rate of increasePROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HEREBY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, if anyTHE RELATIONSHIP OF LESSOR AND LESSEE, in Escalations from the Commencement Date through the time of awardLESSEE'S USE OR OCCUPANCY OF THE PREMISES, AND ANY STATUTORY OR ANY OTHER STATUTORY REMEDY.

Termination Upon Default. In On occurrence of any notice given pursuant Event of Default by Tenant, Landlord may, in addition to any one other rights and remedies given here or more Events by law, terminate this Lease and exercise remedies relating to it without further notice or demand in accordance with the following provisions: (a) So long as the Event of DefaultDefault remains uncured, Landlord in its sole discretion, may elect shall have the right to declare a forfeiture give notice of this Lease as provided in Section 1161 of the California Code of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an electionon the date specified in this notice, Tenant’s right to possession shall terminate and this Lease shall terminate. (b) If this Lease is terminated, unless on or before Landlord may, by judicial process, reenter the date specified in such notice Premises, remove all arrears of Rentpersons and property, and repossess and enjoy the Premises, all costs and expenses incurred without prejudice to other remedies that Landlord may have because of Tenant's default or the termination. (c) If this Lease is terminated by or on behalf of Landlord, Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid all of the rights and remedies of a landlord provided by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if requiredCivil Code (S) 1951.2, in accordance with the provisions of this Article, Tenant hereby waives addition to any notice required by Section 1161 of the California Code of Civil Procedureother rights and remedies Landlord may have. Upon such termination, The damages which Landlord may recover from Tenant shall include, without limitation, (ai) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (bii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such the rental loss that Tenant proves could reasonably have been reasonably avoided; (ciii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be , computed by discounting such the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For ), of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of the fair market value of the Premises for the balance of the Term; (iv) all reasonable legal expenses and other related costs incurred by Landlord following Tenant's default; (v) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition to relet the Premises; and (vi) all reasonable costs, including without limitation, any brokerage commissions incurred by Landlord in reletting the Premises. The remedies provided in this Lease are in addition to any other remedies available to Landlord at law, in equity, by statute, or otherwise.

Termination Upon Default. In On occurrence of any notice given pursuant Event of Default by Tenant, Landlord may, in addition to any one other rights and remedies given here or more Events by law, terminate this Lease and exercise remedies relating to it without further notice or demand in accordance with the following provisions: (a) So long as the Event of DefaultDefault remains uncured, Landlord in its sole discretion, may elect shall have the right to declare a forfeiture give notice of this Lease as provided in Section 1161 of the California Code of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an electionon the date specified in this notice, Tenant’s right to possession shall terminate and this Lease shall terminate. (b) If this Lease is terminated, unless on or before Landlord may, by judicial process, reenter the date specified in such notice Premises, remove all arrears of Rentpersons and property, and repossess and enjoy the Premises, all costs and expenses incurred by without prejudice to other remedies that Landlord may have because of Tenant's default or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches of the termination. (c) If this Lease is terminated, Landlord have all of the rights and remedies of a landlord provided by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if requiredCivil Code Section 1951.2, in accordance with the provisions of this Article, Tenant hereby waives addition to any notice required by Section 1161 of the California Code of Civil Procedureother rights and remedies Landlord may have. Upon such termination, The damages which Landlord may recover from Tenant shall include, without limitation, (ai) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (bii) the worth at the time tune of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such the rental loss that Tenant proves could reasonably have been reasonably avoided; (ciii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For ) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonably avoided; (iv) all reasonable legal expenses and other related costs incurred by Landlord following Tenant's default; (v) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition to relet the Premises; and (vi) all reasonable costs, including without limitation, any brokerage commissions incurred by Landlord in reletting the Premises.

Termination Upon Default. In Upon the occurrence of any Event of Default ------------------------ by Tenant hereunder, Landlord may, at its option and without any further notice given pursuant or demand, in addition to any one other rights and remedies given hereunder or more Events of Defaultby law, Landlord in its sole discretion, may elect to declare a forfeiture of terminate this Lease and exercise its remedies relating thereto in accordance with the following provisions: (a) Landlord shall have the right, so long as provided in Section 1161 the Event of the California Code Default remains uncured, to give notice of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice this Lease shall terminate. (b) In the event of any such termination of this Lease, Landlord may then or at any time thereafter by judicial process, re-enter the Premises and remove therefrom all arrears persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Landlord may have by reason of RentTenant's default or of such termination. (c) In the event of any such termination of this Lease, and all costs in addition to any other rights and expenses incurred by or on behalf of remedies Landlord hereundermay have, including attorneys’ fees incurred in connection with such default, Landlord shall have been paid by Tenant all of the rights and all other breaches remedies of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required a landlord provided by Section 1161 1951.2 of the California Code Civil Code. The amount of Civil Procedure. Upon such termination, damages which Landlord may recover from Tenant in event of such termination shall include, without limitation, (a1) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For one percent) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonably avoided, (2) all legal expenses and other related costs incurred by Landlord following Tenant's default, (3) all costs incurred by Landlord in restoring the Premises to good order and condition, or in remodeling, renovating or otherwise preparing the Premises for reletting, and (4) all costs (including, without limitation, any brokerage commissions) incurred by Landlord in reletting the Premises. (d) After terminating this Lease, Landlord may remove any and all personal property located in the Premises and place such property in a public or private warehouse or elsewhere at the sole cost and expense of Tenant. In the event that Tenant shall not immediately pay the cost of storage of such property after the same has been stored for a period of thirty (30) days or more, Landlord may sell any or all thereof at a public or private sale in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to or demand upon Tenant. Tenant waives all claims for damages that may be caused by Landlord's removing or storing or selling the property as herein provided, and Tenant shall indemnify and hold Landlord free and harmless from and against any and all losses, costs and damages, including without limitation all costs of court and attorneys' fees of Landlord occasioned thereby. (e) In the event of the occurrence of any of the events specified in paragraph 19(c) of this Lease, if Landlord shall not choose to exercise, or by law shall not be able to exercise, its rights hereunder to terminate this Lease, then, in addition to any other rights of Landlord hereunder or by law, (1) Landlord may discontinue the services provided pursuant to paragraph 6 of this Lease, unless Landlord has received compensation in advance for such services in the amount of Landlord's reasonable estimate of the compensation required with respect to such services, and (2) neither Tenant as debtor-in-possession, nor any trustee or other person (collectively, the "Assuming Tenant") shall be entitled to assume this Lease unless on or before the date of such assumption, the Assuming Tenant (a) cures, or provides adequate assurance that the Assuming Tenant will promptly cure, any existing default under this Lease, (b) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate, Landlord for any pecuniary loss (including, without limitation, attorneys' fees and disbursements) resulting from such default, and (c) provides adequate assurance of future performance under this Lease. For purposes of this subparagraph (e), "adequate assurance" of such cure, compensation or future performance shall be effected by the establishment of an escrow fund for the amount at issue or by bonding.

Termination Upon Default. In If an Event of Default shall occur, Lessor at any time thereafter may give a written termination notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureLessee, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three days after the giving of such an election, Tenant’s notice) Lessee's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, or rental and all other sums payable by Lessee under this Lease (together with the late charges and interest provided for in paragraph 33 hereof) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, Lessor hereunder shall have been paid by Tenant Lessee and all other breaches of this Lease by Tenant Lessee at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil ProcedureLessor. Upon such termination, Landlord Lessor may recover from Tenant Lessee; (a) the worth at the time of award of the unpaid rent rental which had has been earned at as of the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant Lessee proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant Lessee proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Tenant’s Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things events would be likely to result therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent). For the purpose of determining unpaid rent rental under clause clauses (a), (b) and (c) above, Escalations for the balance monthly rent reserved in this Lease shall be deemed to be the sum of the Term shall be projected based upon rental due under paragraph 3 above and the annual average rate amounts last payable by Lessee pursuant to paragraph 4 above and any other monetary obligations of increase, if any, in Escalations from the Commencement Date through the time of awardLessee hereunder.

Termination Upon Default. In any notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare Upon a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rent, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches termination of this Lease by Tenant shall have been fully remedied Landlord pursuant to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination21 hereof, Landlord may shall be entitled to recover from Tenant the aggregate of: (a) the worth at the time of award of the unpaid rent rental which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount then reasonable rental value of the Demised Premises during such rental loss that Tenant proves could reasonably have been avoidedperiod; (c) the worth at the time of the award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount reasonable rental value of the Demised Premises for such rental loss that Tenant proves could be reasonably avoidedperiod; and (d) any Landlord's other amounts necessary to compensate Landlord for all the detriment actual damages (if any), proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course Event of things would be likely to result therefromDefault. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be is computed from the date such rent was due or would have been due, as the case may be, by allowing interest at the interest rate set forth of two percent ( 2%) in Section 14.8excess of the prime rate as published in The Wall Street Journal or, if a higher rate is legally permissible, at the highest rate legally permitted. The "worth at the time of award award" of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco Chicago at the time of award award, plus one percent (1%% ). Unpaid rent Notwithstanding the provisions of Section 2 2 hereof to the contrary, Tenant shall include Escalations as well as Monthly Base Rent. For continue to pay the purpose difference between the rental herein reserved over the then reasonable rental value of determining unpaid rent under clause the Demised Premises for the remainder of the stated term on a monthly basis until such time, if at all, that such amounts are in arrears for in excess of sixty ( 60) days, in which event Landlord shall have the right to accelerate such amounts in accordance with Section 2 2 (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardhereof.

Termination Upon Default. In any notice given pursuant to any one or more Events If an Event of DefaultDefault shall occur, Landlord in its sole discretion, at any time there after may elect give a written termination notice to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureTenant, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three (3) days after the giving of such an election, notice) Tenant’s 's right to possession shall terminate and this Lease shall terminate, unless on or before such date all rent and other sums payable by Tenant under this Lease (together with interest thereon at the date specified in such notice all arrears of Rent, maximum rate allowable by law) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedureremedied. Upon such termination, Landlord may recover from Tenant Tenant: (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s 's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result results therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent). For the purpose purposes of determining unpaid rent under clause clauses (a), (b) and (c) above, Escalations for the balance of the Term monthly rent reserved in this Lease shall be projected based upon deemed to be the annual average rate of increaserent due under Sections 4 and 5 above, if any, in Escalations from the Commencement Date through the time of awardas adjusted by Section 6.

Termination Upon Default. In Except as otherwise specifically provided in this Agreement, in the event any JVP fails or refuses to pay in full when due under the terms of this Agreement, any costs, expenses or fees, then all of said defaulting JVP's options, rights, and interests under this Agreement and in any of the Prospects shall immediately terminate without the requirement of any further or additional notice, all of Pohle's obligations anx xxxxxnsibilities under the terms of this Agreement shall immediately cease with respect to such defaulting JVP, AND THE WORKING INTEREST(S) THAT WOULD OTHERWISE HAVE BEEN ACQUIRED BY THE JVP IN DEFAULT SHALL BE OFFERED TO THE REMAINING PARTICIPANTS ON A PROPORTIONATE RIGHT OF FIRST REFUSAL BASIS. IN THE EVENT THAT ANY PORTION OF THE PROPORTIONATE INTEREST SUBSCRIBED TO BY A PARTICIPANT IS NOT ACQUIRED BY FIRST RIGHT OF REFUSAL, THEN POHLE SHALL HAVE the righx xxx not the obligation, to replace said defaulting JVP with another person, firm or entity meeting the financial and other qualifications deemed necessary in Pohle's sole discretion. Xx xxx event a JVP is unable to pay its forward expenses, a 30-day written notice must be given pursuant to Pohle stating that the XXX xoes not intend to continue exercising its option. With respect to any one or more Events prospects that have outstanding payments due, the defaulting JVP will forfeit all monies and rights related to those prospects. The JVP will own its respective proportionate percentage in prospects for which the JVP's proportionate share of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rent, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant in full and for which Pohle is not incurring axxxxxonal generation costs, with the exception of permitting and drilling costs. If the JVP does not pay a cash call for drilling, the JVP shall forfeit the prospect and all other breaches of this Lease by Tenant shall have been fully remedied costs paid to the satisfaction of Landlord. Provided date with respect to that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardprospect.

Termination Upon Default. In any notice given pursuant to any one or more Events If an Event of DefaultDefault shall occur, Landlord in its sole discretion, at any time thereafter may elect give a written termination notice to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureTenant, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three (3) days after the giving of such an election, notice) Tenant’s 's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, rental and all other sums payable by Tenant under this Lease (together with interest thereon at the then maximum legal rate) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, hereunder shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may accumulatively recover from Tenant Tenant: (a) the worth at the time of award of the unpaid rent rental which had been earned at the time of termination; and (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been reasonably avoided; and (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of award.the

Termination Upon Default. In If an Event of Default shall occur, Lessor at any time thereafter may give a written termination notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureLessee, and provided that Landlord’s on the date specified in such notice states (which shall be not less than three days after the giving of such an election, Tenant’s notice) Lessee's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, or rental and all other sums payable by Lessee under this Lease (together with the late charges and interest provided for in paragraph 33 hereof) and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, Lessor hereunder shall have been paid by Tenant Lessee and all other breaches of this Lease by Tenant Lessee at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil ProcedureLessor. Upon such termination, Landlord Lessor may recover from Tenant Lessee: (a) the worth at the time of award of the unpaid rent rental which had has been earned at as of the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant Lessee proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant Lessee proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Tenant’s Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things events would be likely to result therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8of ten percent (10%) per annum. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent). For the purpose of determining unpaid rent rental under clause clauses (a), (b) and (c) above, Escalations for the balance monthly real reserved in this Lease shall be deemed to be the sum of the Term shall be projected based upon rental due under paragraph 3 above the annual average rate amounts last payable by Lessee pursuant to paragraph 4 above and any other monetary obligations of increase, if any, in Escalations from the Commencement Date through the time of awardLessee hereunder.

Termination Upon Default. In On occurrence of any notice given pursuant Event of Default by Tenant, Landlord may, in addition to any one other rights and remedies given here or more Events by law, terminate this Lease and exercise remedies relating to it without further notice or demand in accordance with the following provisions: (a) So long as the Event of DefaultDefault remains uncured, Landlord in its sole discretion, may elect shall have the right to declare a forfeiture give notice of this Lease as provided in Section 1161 of the California Code of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an electionon the date specified in this notice, Tenant’s right to possession shall terminate and this Lease shall terminate. (b) If this Lease is terminated, unless on or before Landlord may, by judicial process, reenter the date specified in such notice Premises, remove all arrears of Rentpersons and property, and repossess and enjoy the Premises, all costs and expenses incurred without prejudice to other remedies that Landlord may have because of Tenant's default or the termination. (c) If this Lease is terminated by or on behalf of Landlord, Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid all of the rights and remedies of a landlord provided by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if requiredCivil Code (S) 1951.2, in accordance with the provisions of this Article, Tenant hereby waives addition to any notice required by Section 1161 of the California Code of Civil Procedureother rights and remedies Landlord may have. Upon such termination, The damages which Landlord may recover from Tenant shall include, without limitation (ai) the worth at the time of award of the unpaid rent which had been earned carried at the time of termination; (bii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such the rental loss that Tenant proves could reasonably have been reasonably avoided; (ciii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For ) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonably avoided; (iv) all reasonable legal expenses and other related costs incurred by Landlord following Tenant's default; (v) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition to relet the Premises; and (vi) all reasonable costs, including without limitation, any brokerage commissions incurred by Landlord in reletting the Premises. The remedies provided in this Lease are in addition to any other remedies available to Landlord at law, in equity, by statute, or otherwise. (d) Event though Tenant has breached this Lease and abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant's right to possession and Landlord may enforce all rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease. Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver upon initiative of landlord to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession.

Termination Upon Default. In It is expressly understood and agreed that ------------------------ if the Premises shall be deserted or vacated, or if default be made in the payment of the Rent for more than five (5) days after the respective due date, or if, without the consent of the Landlord, the Tenant shall sell, assign, or mortgage this Lease, or if default be made in the performance of any notice given pursuant to any one or more Events of Defaultthe terms, Landlord in its sole discretion, may elect to declare a forfeiture covenants and agreements of this Lease as provided in Section 1161 required to be performed by the Tenant for more than twenty (20) days after written notice from the Landlord, or if the Tenant shall fail to comply with any of the California Code of Civil Procedurestatutes, ordinances, rules, orders, regulations and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rent, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 requirements of the California Code of Civil Procedure. Upon such terminationFederal, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease New York State or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) abovelocal governments, Escalations for the balance of the Term shall be projected based upon the annual average rate of increasefollowing appropriate notice, if any, as required under the applicable governmental statute, law or ordinance, or of any and all of their departments and bureaus, applicable to the Premises, or if the Tenant shall file, or subject to applicable Federal and New York State Law, there be filed against the Tenant, a petition in Escalations from bankruptcy or similar arrangement, or if the Commencement Date through Tenant be adjudicated a bankrupt or make an assignment for the benefit of creditors or take advantage of any insolvency act or the Landlord may, if the Landlord so elects at any time thereafter, terminate this Lease and the Lease Term, on giving to the Tenant the legal notice required) by Article VII of awardthe New York State Real Property Actions and Proceedings Law, in writing of the Landlord's intention so to do, and this Lease and the Lease Term shall expire and come to an end on the date fixed in such notice as if such date were the date originally fixed in this Lease for the expiration of the Lease Term. Such notice shall be given in the manner set forth herein.

Termination Upon Default. In On occurrence of any notice given pursuant Event of Default by Tenant, Landlord may, in addition to any one other rights and remedies given here or more Events by law, terminate this Lease and exercise remedies relating to it without further notice or demand in accordance with the following provisions: (a) So long as the Event of DefaultDefault remains uncured, Landlord in its sole discretion, may elect shall have the right to declare a forfeiture give notice of this Lease as provided in Section 1161 of the California Code of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an electionon the date specified in this notice, Tenant’s right to possession shall terminate and this Lease shall terminate. (b) If this Lease is terminated, unless on or before Landlord may, by judicial process, reenter the date specified in such notice Premises, remove all arrears of Rentpersons and property, and repossess and enjoy the Premises, all costs and expenses incurred by without prejudice to other remedies that Landlord may have because of Tenant's default or on behalf of the termination. (c) If this Lease is terminated, Landlord hereunder, including attorneys’ fees incurred in connection with such default, shall have been paid all of the rights and remedies of a landlord provided by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if requiredCivil Code 1951.2, in accordance with the provisions of this Article, Tenant hereby waives addition to any notice required by Section 1161 of the California Code of Civil Procedureother rights and remedies Landlord may have. Upon such termination, The damages which Landlord may recover from Tenant shall include, without limitation, (ai) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (bii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such the rental loss that Tenant proves could reasonably have been reasonably avoided; (ciii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For ) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonably avoided; (iv) all reasonable legal expenses and other related costs incurred by Landlord following Tenant's default; (v) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition to relet the Premises; and (vi) all reasonable costs, including without limitation, any brokerage commissions incurred by Landlord in reletting the Premises.

Termination Upon Default. In (a) If an Event of Default shall occur, Lessor at any time thereafter may give a written termination notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil ProcedureLessee, and provided that Landlord’s on the date specified in such notice states such an election, Tenant’s Lessee's right to possession shall terminate and this Lease shall terminate, unless on or before the such date specified in such notice all arrears of Rent, rental and all other sums payable by Lessee under this Lease and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees incurred in connection with such default, Lessor hereunder shall have been paid by Tenant Xxxxxx and all other breaches of this Lease by Tenant Xxxxxx at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil ProcedureXxxxxx. Upon such termination, Landlord Lessor may recover from Tenant Lessee: (a) the worth at the time of award of the unpaid rent rental which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant Lessee proves could reasonably have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid rent rental for the balance of the Term term of this Lease after the time of award exceeds the amount of such rental loss that Tenant Lessee proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord Lessor for all the detriment proximately caused by Tenant’s Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “"worth at the time of award” " of the amounts referred to in clauses (a) and (b) above shall be is computed by allowing interest at the interest rate set forth in Section 14.8of 10% per annum or, if a higher rate is legally permissible, at the highest rate legally permitted. The "worth at the time of award award" of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For . (b) Lessee hereby waives all right now or hereafter existing to redeem the purpose premises after termination pursuant to this Paragraph 19 or by order or judgment of determining unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardany court or by any legal process.

Termination Upon Default. In any notice given pursuant to any one or more Events of Default, Landlord in its sole discretion, discretion may elect to declare a forfeiture of this Lease as provided in Section 1161 of the California Code of Civil Procedure, and provided that Landlord’s 's notice states such an election, Tenant’s 's right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rentrent and all other sums payable by Tenant under this Lease, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees ' fees, incurred in connection with such default, shall have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental rent loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental rent loss that Tenant proves could be reasonably avoided; and (d) any other amounts amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s 's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “"worth at the time of award” " of the amounts amount referred to in clauses (a) and (b) above shall be is computed by allowing interest at the discount rate of the Federal Reserve Bank of San Francisco plus 5% per annum at date of termination, but in no event in excess of the maximum rate of interest rate set forth in Section 14.8permitted by law. The worth at the time of award of the amount referred to in clause (c) above shall be is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations the monthly rent reserved in this Lease shall be deemed to be the sum of the Base Rent and the amounts last payable by Tenant as reimbursement of expenses pursuant to Paragraphs 5(a)(ii) and (iii) hereof for the balance of the Term shall be projected based upon the annual average rate of increase, if any, calendar year in Escalations from the Commencement Date through the time of awardwhich Landlord terminated this Lease provided herein.

Termination Upon Default. In Upon the occurrence of any Event of Default ------------------------- by Tenant hereunder, Landlord may, at its option and without any further notice given pursuant or demand, in addition to any one other rights and remedies given hereunder or more Events of Defaultby law, Landlord in its sole discretion, may elect to declare a forfeiture of terminate this Lease and exercise its remedies relating thereto in accordance with the following provisions: (a) Landlord shall have the right, so long as provided in Section 1161 the Event of the California Code Default remains uncured, to give notice of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice this Lease shall terminate. (b) In the event of any such termination of this Lease, Landlord may then or at any time thereafter by judicial process, re-enter the Premises and remove therefrom all arrears persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Landlord may have by reason of RentTenant's default or of such termination. (c) In the event of any such termination of this Lease, and all costs in addition to any other rights and expenses incurred by or on behalf of remedies Landlord hereundermay have, including attorneys’ fees incurred in connection with such default, Landlord shall have been paid by Tenant all of the rights and all other breaches remedies of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required a landlord provided by Section 1161 1951.2 of the California Code Civil Code. The amount of Civil Procedure. Upon such termination, damages which Landlord may recover from Tenant in event of such termination shall include, without limitation: (a1) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been avoided; (c) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For one percent) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of award.award exceeds the amount of rental loss that Tenant proves could be reasonably avoided; (2) all reasonable legal expenses and other related costs incurred by Landlord following Tenant's default; (3) all reasonable costs incurred by Landlord in restoring the Premises to good order and condition, or in remodeling, renovating or otherwise preparing the Premises for reletting; (4) all reasonable costs (including, without limitation, any brokerage commissions) actually incurred by Landlord in reletting the Premises; and

Termination Upon Default. (a) Buyer may terminate this Agreement by giving notice to Seller or the Representative on or prior to the Closing Date, without prejudice to any rights or obligations Buyer may have, if Seller, any Selling Member or the Representative shall have materially breached any representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing Date and ten (10) days following receipt by Seller or the Representative of a notice describing in reasonable detail the nature of such breach. In any notice given the event this Agreement is terminated by Seller pursuant to any one or more Events Section 12.2(b), Buyer shall be responsible for paying all of Default, Landlord in its sole discretion, may elect to declare a forfeiture own expenses and those of this Lease as provided in Section 1161 of the California Code of Civil Procedure, Seller and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all arrears of Rent, and all costs and expenses incurred by or on behalf of Landlord hereunder, including attorneys’ fees Selling Members incurred in connection with this Agreement (provided, however, such defaultexpenses of Seller and Selling Members shall be limited to reasonable accountant and attorney’s fees and expenses, which fees and expenses shall have been paid by Tenant and all other breaches of this Lease by Tenant shall have been fully remedied to not exceed $100,000 in the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required by Section 1161 of the California Code of Civil Procedure. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; aggregate). (b) Seller may terminate this Agreement by giving notice to Buyer, without prejudice to any rights or obligations Seller or Selling Members may have, if Buyer shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the worth at Closing Date and such breach shall not be cured by the time of award earlier of the amount Outside Closing Date and ten (10) days following receipt by which Buyer of a notice describing in reasonable detail the unpaid rent which would have been earned after termination until the time of award exceeds the amount nature of such rental loss that Tenant proves could reasonably have been avoided; breach. In the event this Agreement is terminated by Buyer pursuant to Section 12.2(a), Seller and Selling Members shall be jointly and severally responsible for paying all of their own expenses and those of Buyer incurred in connection with this Agreement (c) the worth at the time provided, however, such expenses of award of the amount by Buyer shall be limited to reasonable accountant and attorney’s fees and expenses, which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; fees and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which expenses shall not exceed $100,000 in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For the purpose of determining unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through the time of awardaggregate).

Termination Upon Default. In Upon the occurrence of any Event of Default by Tenant hereunder, Landlord may, at its option and without any further notice given pursuant or demand, in addition to any one other rights and remedies given hereunder or more Events of Defaultby law, Landlord in its sole discretion, may elect to declare a forfeiture of terminate this Lease and exercise its remedies relating thereto in accordance with the following provisions: (a) Landlord shall have the right, so long as provided in Section 1161 the Event of the California Code Default remains uncured, to give notice of Civil Proceduretermination to Tenant, and provided that Landlord’s notice states such an election, Tenant’s right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice this Lease shall terminate. (b) In the event of any such termination of this Lease, Landlord may then or at any time thereafter by judicial process, re-enter the Premises and remove therefrom all arrears persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Landlord may have by reason of RentTenant's default or of such termination. (c) In the event of any such termination of this Lease, and all costs in addition to any other rights and expenses incurred by or on behalf of remedies Landlord hereundermay have, including attorneys’ fees incurred in connection with such default, Landlord shall have been paid by Tenant all of the rights and all other breaches remedies of this Lease by Tenant shall have been fully remedied to the satisfaction of Landlord. Provided that Landlord serves notice, if required, in accordance with the provisions of this Article, Tenant hereby waives any notice required a landlord provided by Section 1161 1951.2 of the California Code Civil Code. The amount of Civil Procedure. Upon such termination, damages which Landlord may recover from Tenant in event of such termination shall include, without limitation: (a1) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b2) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could reasonably have been reasonably avoided; (c3) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The “worth at the time of award” of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the interest rate set forth in Section 14.8. The worth at the time of award of the amount referred to in clause (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Unpaid rent shall include Escalations as well as Monthly Base Rent. For one percent) of the purpose of determining amount by which the unpaid rent under clause (c) above, Escalations for the balance of the Term shall be projected based upon the annual average rate of increase, if any, in Escalations from the Commencement Date through term after the time of awardaward exceeds the amount of rental loss that Tenant proves could be reasonably avoided; (4) all legal expenses and other related costs incurred by Landlord following Tenant's default; (5) all costs incurred by Landlord in restoring the Premises to good order and condition, or in remodeling, renovating or otherwise preparing the Premises for reletting; and (6) all costs (including, without limitation, any brokerage commissions) incurred by Landlord in reletting the Premises. (d) After terminating this Lease, Landlord may remove any and all personal property located in the Premises and place such property in a public or private warehouse or elsewhere at the sole cost and expense of Tenant. In the event that Tenant shall not immediately pay the cost of storage of such property after the same has been stored for a period of thirty (30) days or more, Landlord may sell any or all thereof at a public or private sale in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to or demand upon Tenant. Tenant waives all claims for damages that may be caused by Landlord's removing or storing or selling the property as herein provided, and Tenant shall indemnify and hold Landlord free and harmless from and against any and all losses, costs and damages, including without limitation all costs of court and attorneys' fees of Landlord occasioned thereby. (e) In the event of the occurrence of any of the events specified in Paragraph l9(c) of this Lease, if Landlord shall not choose to exercise, or by law shall not be able to exercise, its rights hereunder to terminate this Lease, then, in addition to any other rights of Landlord hereunder or by law, neither Tenant, as debtor-in-possession, nor any trustee or other person (collectively, the "Assuming Tenant") shall be entitled to assume this Lease unless on or before the date of such assumption, the Assuming Tenant (a) cures, or provides adequate assurance that the Assuming Tenant will promptly cure, any existing default under this Lease, (b) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate, Landlord for any pecuniary loss (including, without limitation, attorneys' fees and disbursements) resulting from such default, and (c) provides adequate assurance of future performance under this Lease. For purposes of this subparagraph (e) "adequate assurance" of such cure, compensation or future performance shall be effected by the establishment of an escrow fund for the amount at issue or by bonding.