Notwithstanding anything to the contrary contained in the Existing Lease, any Hazardous Materials (as hereinafter defined) located in the Existing Premises (including the Storage Space and which were not introduced into the Existing Premises by or on behalf of Tenant or anyone claiming by, through or under Tenant shall be the sole responsibility of Landlord to abate, encapsulate, and remediate as and to the extent required in accordance with Legal Requirements, all at Landlord’s sole cost and expense (except as such costs may be included in Operating Expenses pursuant to Article 4 of the Lease). If any such Hazardous Materials are discovered in the Existing Premises (including the Storage Space), then Tenant shall promptly notify Landlord of same and Landlord shall be responsible pursuant to the preceding sentence therefor. In the case where Landlord is required abate, encapsulate, remediate or remove such Hazardous Materials pursuant to this [Section 4.1(iii)], Tenant shall be entitled to an abatement of the Annual Fixed Rent payable hereunder with respect to the Existing Premises # in proportion to the portion of the Existing Premises in which the performance of such Alteration is actually delayed commencing as of the day immediately following the fifteenth (15th) Business Day of such delay, or # in proportion to the portion of the Existing Premises that Tenant actually vacates due to the existence of such Hazardous Materials, if otherwise discovered during the Term hereof commencing as of the day immediately following the fifteenth (15th) Business Day of such vacancy by Tenant, in each case, because of Landlord’s abatement, encapsulation, remediation or removal of such Hazardous Materials. For purposes of this [Section 4.1(iii)] only, the term “Hazardous Materials” shall mean any such materials classified or defined as hazardous materials pursuant to Legal Requirements at the time in question.

violations or applications which Tenant shall be required to comply with or remove, or close out pursuant to the terms of this Lease or other occupants of the Building shall otherwise be required to comply with or remove or close out, subject, however, to Landlord’s right to contest diligently and in good faith the applicability or legality thereof. If and to the extent removal of such Building violation or closing out of such application is required by any other tenant or occupant of the Building pursuant to any lease or occupancy agreement and failure of such other tenant or occupant to so close out or comply would have a material adverse affect on Tenant’s ability to use the Premises for the uses expressly permitted under this Lease or to perform Tenant’s. Work or other Alterations in the Premises, then Landlord shall use commercially reasonable efforts to enforce the terms of such other lease or occupancy agreement to cause such tenant or occupant to comply with such lease or occupancy agreement. If Landlord fails to remove any Building violation that Landlord is required to remove or to close any open building permit that Landlord is required to close, in either case, pursuant to this [Section 8.02] within fifteen (15) Business Days after written notice from Tenant thereof, and such failure results in an actual delay in Tenant’s ability to obtain a building permit or a final sign-off on Tenant’s Work or any other applicable Alterations and, as a direct result thereof, Tenant is delayed or prohibited by Legal Requirements from (and is not) occupying the Premises (or a portion thereof) for the conduct of its business, Tenant shall be entitled to an abatement of Annual Fixed Rent (which shall be in addition to any other abatement to which Tenant is otherwise entitled under this Lease) in proportion to the portion of the Premises actually affected thereby (provided Tenant is not actually occupying such portion of the Premises), which abatement shall commence on the date Tenant would have been permitted to occupy the Premises (or applicable portion thereof) for the conduct of its business if such Building violation had been removed or such application had been closed out by Landlord as required under this [Section 8.02] (i.e., on the date that is fifteen (15) Business Days after notice thereof from Tenant) and continue through the date which is the earlier to occur of the date # such Building violation is actually removed or such application is closed out, # Tenant is able to obtain such building permit or final sign-off, or # Tenant occupies the Premises (or the applicable portion thereof) for the conduct of its business.”

In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”), commencing on the Term Commencement Date (or the Expense Trigger Date (as defined below) with respect to Operating Expenses) and at times hereinafter specified in this Lease, notwithstanding any abatement of Base Rent provided in Section 8 below, # Tenant’s Adjusted Share (as defined below) of Operating Expenses (as defined below), # the Property Management Fee (as defined below) and # any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods.

Partial Condemnation. If any part of the Premises is condemned by eminent domain, inversely condemned, or sold in lieu of condemnation for any public or quasi-public use or purpose, and in the reasonable opinion of the parties this partial condemnation renders the Premises unusable by the Tenant, this Lease will terminate as of the date of title vesting in that proceeding and all Rent payments will be abated from the date of such termination. If in the reasonable opinion of parties the partial condemnation does not render the Premises unusable by the Tenant, the parties will agree on an abatement in rent in an amount equal to the reduction in leasehold value resulting from such partial condemnation. If the parties cannot agree on such a reasonable value, they shall submit their dispute to binding arbitration, pursuant to the arbitration section below.

In the event of repair, reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of time commencing on the date of the damage or destruction and continuing until the substantial completion of such repair, reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business; provided, however, that the amount of such abatement shall be reduced by the amount of Rent that is received by Tenant as part of the business interruption or loss of rental income with respect to the Premises from the proceeds of business interruption or loss of rental income insurance.

Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts which become payable under any of the Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Administrative Agent hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of the Obligations under the Loan Documents and shall not be discharged or satisfied with any prior payment thereof or cancellation of such Obligations, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.

hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph # of this Section, or of any reimbursement payment required to be refunded to the Company for any reason, including after the Revolving Credit Maturity Date. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Landlord reserves the right to curtail, suspend, interrupt and/or stop the supply of water, sewer, electrical current, janitorial, and other services, and to curtail, suspend, interrupt and/or stop use of entrances, lobbies and/or elevators serving access to the Building, or other portions of the Property, without thereby incurring any liability to Tenant, when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements in the judgment of Landlord reasonably exercised desirable or necessary, or when prevented from supplying such services or use due to any act or neglect of Tenant or Tenant’s agents employees, contractors or invitees or any person claiming by, through or under Tenant or by any force majeure event. Except as otherwise set forth in [Section 14.5(b)] below, no diminution or abatement of rent or other compensation, nor any direct, indirect or consequential damages shall or will be claimed by Tenant as a result of, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of, any such interruption, curtailment, suspension or stoppage in the furnishing of the foregoing services or use, irrespective of the cause thereof. Except as otherwise expressly provided in this Lease, the failure or omission on the part of Landlord to furnish any of the foregoing services or use as provided in this paragraph shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of Rent, nor to render the Landlord liable in damages, nor release Tenant from prompt fulfillment of any of its covenants under this Lease. Notwithstanding anything herein to the contrary, in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause thereof and, except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

Landlord reserves the right, without any liability to Tenant, to stop service of any of the heating, ventilating, air conditioning, electric, sanitary, elevator or other Building systems serving the Demised Premises, or the rendition of any of the other services required of Landlord under this lease, whenever and for so long as may be necessary, by reason of accidents, emergencies, strikes or the making of repairs or changes which Landlord is required by this lease or by law to make or in good faith deems necessary, or by reason of difficulty in securing proper supplies of fuel, steam, water, electricity, labor or supplies, or by reason of any other cause beyond Landlord’s reasonable control. If occupancy of the Demised Premises or a part thereof is interrupted for 5 consecutive business days by the act or omission of Landlord, as contrasted with that of the public utility servicing the Building or as provided in Section 19.03, Tenant shall be entitled to an abatement of all of the rent allocable to such space for the period of such interruption.

The Company has not received written notice from any Governmental Body or any third party of # any Hazardous Substances which have been generated, treated, stored, handled or removed from or disposed of on the Owned Real Property by the Company in violation of any Environmental Law, # any Hazardous Substances which have migrated onto the Owned Real Property from any adjacent property or which have migrated, emanated or originated from the Owned Real Property onto any other property, # any actual or alleged material violation or, to the Knowledge of the Seller, pending or threatened investigation of a material violation (defined, if quantifiable, as a violation whose financial impact is or is expected to be greater than $15,000) of any Environmental Law or Occupational Safety and Health Laws by the Company or with respect to the Owned Real Property, or # any abatement, removal, remedial, corrective or other response actions required of the Company or, to the Knowledge of the Seller, any third party in connection with presence of Hazardous Substances on the Owned Real Property.