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<br />Page | 35 <br />9138-126780\1512539.3 <br />11.1.8. Lessor’s Consent and Approval of Transfer. Occupancy of the Premises <br />by a prospective transferee, sublessee, or assignee which requires Lessor’s consent or approval, <br />before Lessor’s written consent and approval of a Transfer is obtained to the extent required in <br />Section 10.1. <br />11.1.9. Additional Rent. Tenant’s failure to make Additional Rent payment(s) as set <br />forth in Sections 11.3 and 11.10. <br />11.2 Lessor’s Remedies. If an Event of Default occurs, Lessor shall have the following <br />remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort <br />cumulatively or in the alternative: <br />11.2.1. Termination of Lease. Subject to Article 17, as applicable, Lessor shall <br />have the right to terminate this Lease and all rights of Tenant hereunder including Tenant’s right to <br />possession of the Premises. In the event that Lessor shall elect to so terminate this Lease then Lessor <br />may recover from Tenant: <br />(a) The worth at the time of award of the unpaid Rent and other charges, <br />which had been earned as of the date of the termination hereof; plus <br />(b) The worth at the time of award of the amount by which the unpaid <br />Rent and other charges which would have been earned after the date of the termination hereof until <br />the time of award exceeds the amount of such rental loss that Tenant proves could have been <br />reasonably avoided; plus <br />(c) The worth at the time of award of the amount by which the unpaid <br />Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount <br />of such rental loss that Tenant proves could be reasonably avoided; plus <br />(d) Any other amount necessary to compensate Lessor for all the <br />detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or <br />which in the ordinary course of things would be likely to result therefrom, including, but not limited <br />to, the cost of recovering possession of the Premises, expenses of reletting, including necessary <br />repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus <br />(e) Subject to the rights of any Leasehold Mortgagees, the funds in the <br />Replacement Reserve Fund; plus <br />(f) Any other amount which Lessor may by law hereafter be permitted to <br />recover from Tenant to compensate Lessor for the detriment caused by Tenant’s default as permitted <br />under applicable California law. <br />11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without <br />terminating Tenant’s right to possession and to enforce all of Lessor's rights and remedies under this <br />Lease, at law or in equity, including the right to recover the Rent as it becomes due under this Lease; <br />provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the <br />underlying Event(s) of Default by notifying Tenant in writing that Tenant’s right to possession of the <br />Premises has been terminated. <br />11.2.3. Removal of Personal Property Following Termination of Lease. Lessor <br />EXHIBIT 5