Confidentiality Obligations. As condition of your employment, you must sign and abide by the Company’s standard form of Confidential Information and Inventions Assignment Agreement, a copy of which is attached hereto as [Exhibit A].

Ongoing Obligations. I reaffirm my ongoing obligations under any previous non-disclosure agreement executed and agreed to between me and the Company including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company 3. Litigation and Regulatory Cooperation. I agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this [Section 3] is subject to the Company’s obligation to # reimburse me for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this [Section 3], subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and # compensate me at a daily rate equal to the sum of my annual base salary as of my separation from employment and my “Annual Incentive Compensation”, each as defined in the Employment Agreement, divided by 365 to the extent that I reasonably expend any time in performing activities at the Company’s request pursuant to this [Section 3] at any time more than two years after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

Brown Obligations. It will constitute an Event of Default under this Agreement, the Credit Agreement and the other Loan Documents if # any holder of the Brown Obligations exercises any rights or remedies against any Loan Party with respect to the Brown Obligations, # any Loan Party makes any payment or principal or interest with respect to the Brown Obligations, or # any Loan Party provides collateral to secure the Brown Obligations.

Obligations Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph # of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of # any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, # any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, # payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or # any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Neither the Administrative Agent, the ​ nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any

Obligations Absolute. The obligation of each Borrower to reimburse any L/C Issuer for each drawing under each Letter of Credit issued at the request of such Borrower and to repay each L/C Borrowing of such Borrower shall be absolute, unconditional and irrevocable, to the fullest extent permitted by applicable law and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan # becomes full recourse to the Mortgagor and guarantor (which is a

Landlord Obligations. Subject to reimbursement as an Operating Expense to the extent permitted under Paragraph 7, Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted each of the following # the structural and non-structural portions of the roof of the Building, including the roof coverings; # the foundations, columns, footings, load-bearing walls, sub-flooring, and all pipes and conduits to the point of entry into the Building; # the exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls and the repairing, resealing, cleaning and replacing of the exterior windows, # the Base Building Systems; # the elevators and # the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The term “exterior walls” as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Any damage caused by or repairs necessitated by any negligence or act of Tenant or Tenant Parties may be repaired by Landlord at Landlord’s option and Tenant’s expense. Notwithstanding the foregoing, if any such repair or maintenance is necessary due to the act or omission of Tenant or any Tenant Party, Tenant shall pay the cost of such work. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building.

natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: # if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; # the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or # voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents; and # contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s # misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; # misappropriation of # insurance proceeds or condemnation awards or # security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); # fraud or intentional material misrepresentation; # breaches of the environmental covenants in the Loan Documents; or # commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

Obligations Absolute. The obligations of the Borrower and each Lender under subsection # above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:

Surviving Obligations. Neither expiration nor termination of this Agreement shall relieve either party of any obligation accruing prior to such expiration or termination. In addition, [[Sections 4.3, 4.4, 4.5, 6.3, 6.4, 7.1, 7.2, 7.3, 7.4, 8.4, 8.5, 9, 10 and 11]1]1]1]1]1]1]1]1]1]1]1]1]1]]1]1] shall survive any expiration or termination of this Agreement.