Agmt22 City County Land Swap Leaseback Agrmt

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worth, at the time of award, of the amount by which the unpaid Rent that would have been earned after the date of termination until the time of award exceeds the amount of loss of rent that Tenant proves could have been reasonably avoided, (c) the worth, at the time of award, of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided, and (d) any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by Tenant's default. The phrase "worth, at the time of award," as used in (a) and (b) above, shall be computed at the Applicable Interest Rate, and as used in (c) above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 %). (c) Liquidated Damages. If owed pursuant to Section 18.9 below, Tenant shall pay "Liquidated Damages" as defined and provided in Section 18.9. 14.3 Cumulative. Each right and remedy of Landlord provided for herein or now or hereafter existing at Law or in equity, by statute or otherwise shall be cumulative and shall not preclude Landlord from exercising any other rights or rernedies provided for in this Lease or now or hereafter existing at Law or in equity, by statute or otherwise. 15. ASSIGNMENT AND SUBLETTING. 15.1 Landlord's Consent. Landlord hereby acknowledges that the shelter located on the Premises is operated by a contractor of Tenant and Landlord consents to the continued operation of the shelter by Tenant's current contractor or any other contractor as may be chosen by Tenant in its sole reasonable discretion. Otherwise, Tenant shall not assign, sublet or otherwise transfer, whether voluntarily or involuntarily or by operation of Law, this Lease, the Premises, the Improvements or any part thereof, without Landlord's prior written approval, which Landlord may withhold in its sole absolute discretion, without any obligation to consider any proposed assignment, sublet or transfer in good faith or otherwise. Tenant's attempted assignment/subletting without first obtaining Landlord's written consent shall be void at Landlord's election. Landlord's consent to one assignment or subletting shall not be deemed a consent to subsequent assignments and/or sublettings. The merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant, or the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises shall constitute an assignment hereunder. In the event Tenant shall assignor sublet the Premises or request the consent of Landlord to any assignment or subletting or if Tenant shall request the consent of Landlord for any other act Tenant proposes to do then Tenant shall pay Landlord's attorneys' fees incurred in connection with each such request. 16. ESTOPPEL ATTORNMENT AND SUBORDINATION. 16.1 Estoppel. Within ten (10) days after request by Landlord, Tenant shall deliver an estoppel certificate duly executed and acknowledged to any proposed mortgagee, beneficiary, purchaser, or Landlord, in a commercially reasonable form substantially similar to that requested and a statement certifying, without limitation: (i) the date of commencement of this Lease; (ii) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); (iii) the date to which the rental and other sums payable under this Lease REV: 01-21-2022 SK 13 ATTY/AGR.2022 010.2/City- County Land Swap (Page 19 of 34)