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26. Cumulative Remedies. No remedy or election of Landlord hereunder shall be deemed exclusive but shall, wherever possible,
<br />be cumulative with all other remedies at low or in equity.
<br />27. Binding Effect; Choice of Law. Except as otherwise provided herein, this Lease shall be binding upon the parties, their per-
<br />sonal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any
<br />litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.
<br />28. Subordination; Attornment.
<br />28.1 Subordination. This Lease and Tenant's rights hereunder shall be subject and subordinate to any ground lease,
<br />mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed by
<br />Landlord upon the real property of which the Premises are a part, to any and all advances made on the security thereof, and to all
<br />renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that the Lenders holding any such
<br />Security Device shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease, but that in
<br />the event of Landlord's default with respect to any such obligation, Tenant will give any Lender whose name and address have been
<br />furnished Tenant in writing for such purpose notice of Landlord's default and allow such Lender thirty (30) days (or if more than
<br />thirty (30) days is required to effect such cure, such additional time as may be necessary) following receipt of such notice for the
<br />cure of said default before invoking any remedies Tenant may have by reason thereof. If any Lender shall elect to have this Lease
<br />and/or Tenant's rights hereunder superior to the lien of its Security Device and shall give written notice thereof to Tenant, this Lease
<br />and such rights shall he deemed prior to such Security Device, notwithstanding the relative dates of the documentation or
<br />recordation thereof.
<br />28.2 Attornment. Notwithstanding any such subordination, and at the election of a Lender or any other party who
<br />acquires ownership of the Premises by reason of a foreclosure of a Security Device, Tenant agrees to attorn to such Lender or other
<br />party, and in the event of such foreclosure and such election, such new owner shall not; Ill be liable for any act or omission of any
<br />prior lessor or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses which
<br />Tenant might have against any prior lessor, or (iii) be bound by prepayment of more than one month's rent.
<br />28.3 Self -Executing. The agreements contained in this Paragraph 28 shall be effective without the execution of any
<br />further documents and shall survive the foreclosure of a Security Device; provided, however, that, upon written request from
<br />Landlord or a Lender, Tenant and Landlord shall execute such further writings as may be reasonably required to separately document
<br />any of the matters provided for herein.
<br />29. Attorneys' Fees. If any Party brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the
<br />Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys'
<br />fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is
<br />pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party who substantially obtains or
<br />defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party
<br />of its claim or defense. The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be
<br />such as to fully reimburse all attorneys' fees reasonably incurred. In addition to the foregoing award of attorneys' fees to the Prevail-
<br />ing Party, the Prevailing Party shall be entitled to its attorneys' fees incurred in any post -judgment proceedings to collect or enforce
<br />the judgment. This provision is separate and several and shall survive the merger of this Lease into any judgment on this Lease.
<br />Landlord shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and
<br />consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default
<br />or resulting Breach.
<br />30. Landlord's Access; Showing Premises; Repairs. Landlord and Landlord's agents shall have the right to enter the Premises
<br />at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of inspection, showing the same to
<br />prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the Premises or to
<br />the building of which they are a part, as Landlord may reasonably deem necessary. Landlord may at any time place on or about the
<br />Premises or building any ordinary "For Sale" signs and Landlord may at any time during the last one hundred twenty 11 20) days of
<br />the Term hereof place on or about the Premises any ordinary "For Lease" signs. All such activities of Landlord shall be without
<br />abatement of rent or liability to Tenant.
<br />31. Auctions. Tenant shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the
<br />Premises without first having obtained Landlord's prior written consent. Notwithstanding anything to the contrary in this Lease,
<br />Landlord shall not be obligated to exercise any standard of reasonableness in determining whether to grant such consent.
<br />32. Signs. Tenant shall not place any sign upon the Premises, except that Tenant may, with Landlord's prior written consent,
<br />install (but not on the roof) such signs as are reasonably required to advertise Tenant's own business. The installation of any sign
<br />on the Premises by or for Tenant shall be subject to the provisions of Paragraph 7. Landlord reserves all rights to the use of the roof
<br />and the right to install, and all revenues from the installation of, such advertising signs on the Premises, including the roof, as do
<br />not unreasonably interfere with the conduct of Tenant's business.
<br />33. Termination; Merger. The voluntary or other surrender of this Lease by Tenant, the mutual termination or cancellation
<br />hereof, or a termination hereof by Landlord for Breach by Tenant, shall automatically terminate any sublease or lesser estate in the
<br />Premises; provided, however, Landlord shall, in the event of any such surrender, termination or cancellation, have the option to
<br />continue any one or all of any existing subtenancies. Landlord's failure within ten 00) days following any such event to make a
<br />written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Landlord's election to have
<br />such event constitute the termination of such interest.
<br />34. Consents.
<br />(a) Except for Paragraph 31 hereof (Auctions) or as otherwise provided herein, wherever in this Lease the
<br />consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed.
<br />Landlord's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' or other consultants'
<br />fees) incurred in the consideration of, or response to, a request by Tenant for any Landlord consent pertaining to this Lease or the
<br />Premises, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance or
<br />storage tank, shall be paid by Tenant to Landlord upon receipt of an invoice and supporting documentation therefor. Subject to Para-
<br />graph 11.2(e) (applicable to assignment or subletting), Landlord may, as a condition to considering any such request by Tenant,
<br />require that Tenant deposit with Landlord an amount of money (in addition to the Security Deposit held tinder Paragraph 5)
<br />reasonably calculated by Landlord to represent the cost Landlord will incur in considering and responding to Tenant's request.
<br />Except as otherwise provided, any unused portion of said deposit shall be refunded to Tenant without interest. Landlord's consent
<br />to any act, assignment of this Lease or subletting of the Premises by Tenant shall not constitute an acknowledgment that no Default
<br />or Breach by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach,
<br />(b) All conditions to Landlord's consent authorized by this Lease are acknowledged by Tenant as being
<br />reasonable. The failure to specify herein any particular condition to Landlord's consent shall not preclude the imposition by Landlord
<br />at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which
<br />consent is being given.
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