INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 28, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

NOTICE: THE FOREGOING IS NOT A CHECKLIST FOR COMPLIANCE WITH APPLICABLE LAW. THE TENANT IS ULTIMATELY RESPONSIBLE FOR ASCERTAINING, AND OPERATING IN ACCORDANCE WITH, ALL APPLICABLE REQUIREMENTS. NOTHING IN THIS LEASE, NOR ANY OTHER REQUIREMENTS OR SPECIFIC "APPROVAL" OR "CONSENT" AT ANY TIME GIVEN BY LANDLORD, SHALL BE CONSTRUED IN ANY WAY TO DIMINISH TENANT'S RESPONSIBILITY TO COMPLY WITH APPLICABLE REQUIREMENTS, TO RELEASE TENANT FROM LIABILITY FOR TENANT'S OPERATIONS OR DELETERIOUS EFFECTS OF THE MATERIALS USED BY THE TENANT, OR IN ANY WAY TO AFFECT OR DIMINISH LANDLORD'S RIGHTS AND REMEDIES PURSUANT TO THE INDEMNITY PROVISIONS CONTAINED IN THIS LEASE.

Organizational Status. Borrower’s exact legal name is [[Borrower:Organization]] Murray Street Acquisition LLC. Borrower is a single member limited liability company and the jurisdiction in which Borrower is organized is Delaware. Borrower’s Tax I.D. number is [[EIN]] and Borrower’s Delaware Organizational I.D. number is 5647853.

the Company is independent in accordance with paragraph 9 of [Schedule 5], that is, it is not:

no Obligor of which # is a Sanctioned Person, # is a natural Person acting in its individual capacity or # is subject to an Event of Bankruptcy that has occurred and is continuing;

Investments # by Borrower or any Subsidiary that is a guarantor in Borrower or any Subsidiary that is a guarantor, # by any Subsidiary that is not a guarantor in any Subsidiary that is not a guarantor, and # by Borrower or any Subsidiary that is a guarantor in any Subsidiary that is not a guarantor in an amount not exceeding $100,000 per year;

it is held on consignment or is at an outside processor or is in-transit from a vendor or is at a location with less than $100,000.00 of Inventory on-hand; or

a fraction, the numerator of which is the CPI as of July 1st of the year in which such Annual Supplemental Payment is required to be made (i.e., the date that is three (3) months before the Day by which such Annual Supplemental Payment is required to be made) and the denominator of which is the CPI as of July 1st of the year that is two (2) years before the year in which such Annual Supplemental Payment is required to be made (i.e., the date that is twenty-seven (27) months before the Day by which such Annual Supplemental Payment is required to be made); and

Pay Tiers: Tier 0 is for directors who are full-time employees of the Company. Tier 1 is the base compensation for non-employee directors. Tier 2 is additional compensation for the Nominating and Governance Committee Chairperson. Tier 3 is additional compensation for the Compensation Committee Chairperson. Tier 4 is additional compensation for the Audit Committee Chairperson. Tier 5 is additional compensation for the Board Vice Chairperson. Tier 6 is additional compensation for the Board Chairperson and Chairman Emeritus.

If the notice is delivered by special person, the date of delivery shall be the date of delivery when it is delivered to the address specified in this agreement or the change address notified separately by one party; If it is sent by registered mail, the fifth day after the mail is sent shall be the delivery date; If it is sent by express mail, the third day after the mail is sent is the delivery date.