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the Premises,dispossess Tenant and/or other occupants of the Premises,remove all property from the Premises
<br /> and store the same in a public warehouse or elsewhere at the cost of,and for the account of Tenant,and hold
<br /> • the Premises as hereinafter provided,without being deemed guilty of trespass,or becoming liable for any loss
<br /> or damage which may be occasioned thereby; Tenant agreeing that no such re-entry or taking possession of
<br /> the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, such
<br /> right however, being continuously reserved by Landlord.
<br /> B. Reentry. In the event Landlord elects to re-enter the Premises, Landlord may, but shall not be
<br /> obligated to, make such alterations and repairs as may be necessary in order to relet the Premises,and relet
<br /> said Premises or any part thereof for such term or terms (which may extend beyond the Term of this Lease)
<br /> and at such rental and upon such other terms and conditions as Landlord in its sole discretion may deem
<br /> advisable. Upon each such reletting all rentals and other sums received by Landlord from such reletting shall
<br /> be applied,first,to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord,
<br /> second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and
<br /> attorneys' fees and of costs of such alterations and repairs; third, to the payment of Rent and other charges
<br /> due and unpaid hereunder;and the residue,if any,shall be held by Landlord and applied in payment of future
<br /> Rent as the same may become due and payable hereunder. If such rentals and other sums received from such
<br /> reletting during any month be less than that to be paid during that month by Tenant hereunder,Tenant shall
<br /> pay such deficiency to Landlord; if such rentals and sums shall be more, Tenant shall have no right to the
<br /> excess. Such deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord,
<br /> Landlord may at any time hereafter elect to terminate this Lease for such previous breach.
<br /> C. Certain Damages. Should Landlord at any time terminate this Lease for any default, in addition to
<br /> any other remedies it may have,it may recover from Tenant all damages it may incur by reason of such default,
<br /> including the cost of recovering the Premises, reasonable attorneys' fees,and including the worth at the time
<br /> of such termination of the excess, if any, of the amount of Rent reserved in this Lease for the remainder of
<br /> the stated Term over the then reasonable rental value of the Premises for the remainder of the stated Term,
<br /> all of which amounts shall be immediately due and payable from Tenant to Landlord. The failure of Landlord
<br /> • to relet the Premises shall not affect Tenant's liability.
<br /> D. Waiver. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto
<br /> shall and they hereby do waive trial by jury in any action,proceeding or counterclaim brought by either of the
<br /> parties hereto against the other (except for personal injury or property damage) on any matters whatsoever
<br /> arising out of or in any way connected with this Lease,the relationship of Landlord and Tenant,Tenant's use
<br /> or occupancy of the Premises, and any statutory remedy. Tenant shall not interpose any counterclaim or
<br /> counterclaims (except for compulsory counterclaims) in a summary proceeding or other action based on
<br /> termination or holdover.
<br /> E. Remedies Cumulative. Mention in this Lease of any particular remedy shall not preclude Landlord
<br /> from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption
<br /> granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any
<br /> cause, or in the event of Landlord obtaining possession of Premises, by reason of the violation by Tenant of
<br /> any of the terms, covenants and conditions of this Lease or otherwise.
<br /> ARTICLE 21: LEASE SUBORDINATION
<br /> Tenant's rights under this Lease are and shall always be subordinate to the operation and effect of
<br /> any mortgage, ground lease,or other security instrument hereafter placed upon the Shopping Center, or any
<br /> part or parts thereof by Landlord,provided that notwithstanding any default under the mortgage,ground lease
<br /> or security instrument, and so long as Tenant is not in default under this Lease beyond any applicable cure
<br /> period, the holder of the mortgage, ground lease or security instrument ("Holder") shall not, in the exercise
<br /> of any of its rights under the mortgage,ground lease or security instrument,disturb or interfere with Tenant,
<br /> deprive Tenant of its possession or its right of possession of the Premises (or any part thereof) under this
<br /> Lease,deprive Tenant of any right or privilege granted to Tenant or inuring to the benefit of the Tenant under
<br /> this Lease, or join Tenant in any summary eviction or foreclosure proceedings or action to terminate this
<br /> Lease. The Holder shall execute and deliver to Tenant a non-disturbance agreement confirming the foregoing
<br /> which shall be signed by Tenant; Tenant shall also execute such further assurances as may reasonably be
<br /> required by Landlord or any Holder. Notwithstanding the foregoing to the contrary,any Holder may elect that
<br /> this Lease shall have priority over its mortgage, ground lease or other security instrument and upon
<br /> notification of such election by such Holder to Tenant, this Lease shall be deemed to have priority over said
<br /> mortgage,ground lease or other security instrument whether this Lease is dated prior to or subsequent to the
<br /> date of such mortgage, ground lease,or other security instrument. If the interest of Landlord is transferred
<br /> to any party by reason of foreclosure of a mortgage or security instrument or cancellation or termination of
<br /> a ground lease, or by delivery of a deed in lieu of foreclosure, Tenant agrees that it will attorn to and
<br /> recognize such party as its Landlord for the unexpired balance (and any extensions, if exercised) of the Term
<br /> of this Lease upon the same terms and conditions set forth in this Lease,provided that the transferee execute
<br /> the non-disturbance agreement described hereinabove. Tenant shall execute such instruments as reasonably
<br /> requested by Landlord to evidence said subordination and attornment.
<br /> 326559.8 Redlined V8 io V7 9.27.96 23
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