TELECOM/OFFICE LEASE AGREEMENT

Table of Contents

Table of Contents

This Telecom/Office Lease Basic Information must be read in reference to this Telecom/Office Lease Agreement as a whole and is provided for convenience of reference. In the event of any conflict between this Telecom/Office Lease Basic Information and the terms and conditions of the Telecom/Office Lease Agreement, the Telecom/Office Lease Agreement shall control, except as to the number of square feet of the Area of Leased Premises which shall be as stated in this Telecom/Office Lease Basic Information.

IN WITNESS WHEREOF, the parties have hereunto set their hands, as of the day and year first above written.

As to Tenant:

Signed, sealed and delivered in the presence of:

TENANT:

As to Landlord:

Signed, sealed and delivered in the presence of:

BANK BUILDING LIMITED PARTNERSHIP, LLC, a Georgia Partnership

THIS LEASE is made and entered into this   8th   day of February   , 2007 by and between BANK BUILDING LIMITED PARTNERSHIP, LLC , (hereinafter referred to as the "Landlord") and WINSONIC DIGITAL MEDIA GROUP, LTD. (hereinafter referred to as the "Tenant").

That in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

a.   Base Monthly Rental. The term "Base Monthly Rental" shall mean the monthly rental amount specified in the Office Lease Basic Information, subject to adjustments as provided herein.

b.   Building. The term "Building" shall mean those improvements located at 55 Marietta Street NW Atlanta, Georgia 30303 and commonly known as "55 Marietta Street".

c.   Common Area. The term "Common Area" shall mean the total area on a floor consisting of rest rooms, janitor, telephone and electrical closets, mechanical areas and public corridors providing access to tenant space on such floor, but excluding public stairs, elevator shafts and pipe shafts, together with the enclosing walls thereof.  

d.   Leased Premises. The term "Leased Premises" shall mean that area of the Building shown or designated on the floor plan attached hereto as Exhibit "A" and incorporated herein by reference and as specified in the Office Lease Basic Information attached hereto.

e.   Net Rentable Area. The term "Net Rentable Area" shall mean: (i) as to a floor leased entirely by Tenant, all areas within the exterior glass line of the Building to the opposite exterior glass line, including restrooms, janitor, telephone and electrical closets, mechanical areas, and columns and projections necessary to the Building, including public stairs, elevator shafts and pipe shafts, together with the enclosing walls thereof; (ii) as to a floor a portion of which is leased by Tenant, the aggregate of the Net Usable area (as defined below) of the portion of the floor occupied by Tenant, plus the result obtained by multiplying the areas of the Common Area on such floor times a fraction, the numerator of which is the Net Usable Area of Tenant's portion of the floor and the denominator of which is the Net Useable Area of all Tenant space (whether leased or unleased, improved or unimproved) on such floor. Tenant agrees to the Net Rentable Area specified in the Office Lease Basic Information.

f.   Net Usable Area. The term "Net Usable Area" shall mean all floor area in the Leased Premises as measured to the exterior glass line and from centerline to centerline of all perimeter partitions, without deduction for columns and projections necessary to the Building. Tenant agrees to the Net Usable Area specified in the Office Lease Basic Information.

g.   Operating Expenses. The term "Operating Expenses" shall mean all costs of management, operation, and maintenance of the Building, as determined by Landlord in its sole discretion, and as calculated by Landlord in accordance with Landlord's ordinary and customary method of accounting, including, without limitation; (1) all costs of electricity, natural gas, fuel oil, water, waste disposal, sewer and other utilities servicing the Building; (2) all insurance premiums and management fees; (3) real property taxes, general or special assessments imposed upon the Building, personal property taxes imposed upon any personal property used in the management, operation and maintenance of the Building, all reasonable costs (including attorneys' fees, experts' and witnesses' fees) incurred in contesting the validity or amount of any taxes or assessments or in obtaining a refund thereof, and if any tax or assessment (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon Landlord as the owner of the Building, or the occupancy, rents or income from the Building, in substitution for any taxes or assessments, then such other tax or assessment, computed as if the Building were Landlord's sole asset, will be deemed a part of taxes and assessments; (4) all costs of maintenance, operation, and repair of the Building (including maintenance of all elevators, HVAC, electrical, and other systems and equipment contained therein), and the costs of replacing tools or equipment used for such maintenance, operation or repair), (5) all general administrative expenses regarding the operation and maintenance of the Building (including wages, fees, payroll and benefits of janitorial, security, grounds and building maintenance, and administrative personnel and contractors , and accounting, legal and other professional fees); (6) the rent or rental value of the Building's management office; (7) the costs of licenses, permits and similar fees and charges; and (8) amortization of capital improvements made to the Building after Term Commencement which are undertaken primarily for the purpose of reducing Operating Expenses, or which are required to comply with any laws, ordinances, rules or regulations.

h.   Percentage Share of Space. The term "Percentage Share of Space" for purposes of Paragraph 6 shall mean the percentage specified in the Office Lease Basic Information.

a.   Subject to the further provisions of this Paragraph 5, Tenant shall pay to Landlord the Base Monthly Rental specified in the Office Lease Basic Information, which shall be payable by the first day of each month, in advance, without prior demand and without any deduction or set-off, during the Term, except that the payment of the first month of Base Monthly Rental in the amount specified in the Office Lease Basic Information, after expiration of any Rental Abatement as provided therein, shall be paid simultaneously with the execution of this Lease by Tenant. Base Monthly Rental shall at all times be subject to Rental Adjustment as provided in Paragraph 6 below.

b.   It is acknowledged and agreed that the late payment by Tenant to Landlord of Base Monthly Rental or any other rent, additional rent, or other sums due under the Lease shall cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Such costs include, but are not limited to, processing, clerical and accounting charges, lost interest, and late charges which may be imposed on Landlord by the terms of any security instrument. Therefore, if Landlord does not receive any installment of Base Monthly Rental, or any other rent, additional rent, or other sum by the end of the 5th day following the date due, a late fee of five percent (5%) shall be imposed upon such Base Monthly Rental, rent, additional rent, or other sum. In addition, at Landlord's option, all unpaid rents will accrue interest at the rate of eighteen per centum (18%) per annum from the due date until paid.

a.   As security for the faithful performance by Tenant throughout the Term (and any renewals and extensions of the Term) of all the terms and conditions of the Lease on the part of Tenant to be performed, Tenant has deposited with Landlord the sum shown in the Office Lease Basic Information as the Security Deposit (hereinafter referred to as the "Security Deposit"). Such amount shall be returned to Tenant, without interest, within ninety (90) days after the latter of the Term Expiration as set forth in the Office Lease Basic Information or the day Tenant actually vacates the Leased Premises, provided Tenant has fully and faithfully observed and performed all of the terms, covenants, agreements, warranties and conditions hereof on its part to be observed and performed. Landlord shall have at any time during the Term the right to apply all or any part of the Security Deposit toward the cure of any default of Tenant; provided, however, that the Security Deposit will not be a limitation on Landlord's damages or other rights under this Lease, or a payment of liquidated damages. If all or any part of the Security Deposit is so applied by Landlord, then Tenant shall immediately pay to Landlord upon demand an amount sufficient to return the Security Deposit to the balance on deposit with Landlord prior to said application.

b.   As additional security for Tenant's obligation to take possession of the Leased Premises on the date of the Term Commencement and to comply with all of Tenant's covenants, warranties, agreements and provisions on the Term Commencement, Tenant has herewith paid to Landlord the first month of Base Monthly Rental as provided in Paragraph 5 above, for purposes of application in reduction, but not in satisfaction, of damages which may be suffered by Landlord if Tenant fails to take possession or to commence the payment of Base Monthly Rental in accordance with Tenant's obligations under this Lease. The first month's Base Monthly Rental paid pursuant to Paragraph 5 above, as referenced in this Paragraph, shall be applied to the first full month of Base Monthly Rental as provided in the Office Lease Basic Information, provided Tenant is not then in default hereunder, subject to such additional amount which may be due from and payable by Tenant pursuant to Paragraph 6 above.

c.   In the event of a sale or transfer of Landlord's interest in the Leased Premises or the Building or a lease by Landlord of the Building, Landlord shall have the right to transfer the Security Deposit and first month's rent to the purchaser or lessee, as the case may be, and Landlord shall be relieved of all liability to tenant for the return of such amounts. Tenant shall look solely to the new owner or landlord for the return of the same.

d.   Landlord may commingle the Security Deposit and the first month's Base Monthly Rental along with any other sums paid by Tenant to Landlord with other or similar deposits made by other tenants occupants of the Building or with Landlord's general operating funds.

e.   The Security Deposit may not be assigned or encumbered by the Tenant, and any attempted assignment or encumbrance by the Tenant shall be null and void.

a.   Any alterations, additions or improvements permitted herein, other than the Landlord Contribution to the Tenant Improvements as set forth in Exhibit "B" attached, and as limited therein, shall be made at the sole expense of Tenant. Tenant agrees that Tenant will make no alterations, additions or improvements to the Leased Premises without the prior written consent of Landlord. Landlord may withhold its approval, in Landlord's sole and absolute discretion, for any alterations, additions or improvements to the Leased Premises if such alterations, additions or improvements affect the structural components and elements, or the electrical, plumbing or mechanical systems, of the Building. All alterations, additions or improvements made by and for Tenant, including but not limited to, any and all subdividing partitions, walls or railings of whatever type, material or height, but excepting moveable equipment, movable office furniture or furnishings put in at the expense of Tenant, shall, when made, be the property of Landlord and shall remain upon and be surrendered with the Leased Premises as a part thereof at Term Expiration or any earlier termination of this Lease. Any moveable equipment, moveable furniture or furnishings installed in, or removed from, the Leased Premises shall be installed or removed without damage to the Leased Premises or the Building, or Tenant shall promptly repair such damage. Upon the Term Expiration or any earlier termination of this Lease, Tenant shall remove all moveable equipment, moveable furniture or furnishings installed in the Leased Premises, or any such property remaining in the Leased Premises after Term Expiration or earlier termination shall be deemed to have been abandoned and may be removed by Landlord at Tenant's expense. Tenant accepts the Leased Premises in its present condition and as suited for the use and purposes contemplated by Tenant. Landlord shall not be required to make any repairs or improvements to the Leased Premises except as herein set forth and shall not, under any circumstances, be required to make any repairs necessitated by virtue of Tenant's or its agents' or visitors' actions. Otherwise, Tenant shall keep the Leased Premises in good order, condition and repair, including but not limited to the floors, walls, ceilings, light fixtures, and plumbing fixtures. Any repainting, renovation or decoration of the Leased Premises shall be at the sole expense of Tenant. Tenant shall keep the Leased Premises in as good a state of repair as when received, normal wear and tear excepted. Tenant is hereby permitted to make such repairs to the Leased Premises at its own expense that Tenant may deem advisable during the term of this Lease and without liability on the part of Landlord that written consent of Landlord shall first be obtained. Tenant will pay or cause to be paid all costs and charges for work done by it or caused to be done by it, in or to the Leased Premises or the Building, and for all materials furnished for or in connection with the work. Tenant will indemnify and hold Landlord harmless from all liabilities, liens, claims, costs, and demands on account of such work. If any mechanic's, material man’s or other lien is filed against the Leased Premises or the Building, Tenant will cause such lien to be discharged of record within ten (10) days after the lien is filed. Nothing contained in this Lease is the consent or agreement of Landlord to subject Landlord's interest in the Leased Premises or the Building to liability under any lien law. Tenant will fully reimburse Landlord for any costs occasioned by the acts of Tenant and paid by Landlord, including legal fees.

b.   With respect to work by Tenant on the Initial Improvements of the Leased Premises as provided in Exhibit "B" of this Lease, and with respect to any alterations, additions, improvements, renovations, repairs or decorations which Tenant may, in the future, be permitted to make or construct in the Leased Premises, such work by Tenant shall be subject to the following standards:

(i)   Whenever, after the Term Commencement, Tenant is permitted or required to maintain and repair, or make additions or alterations to, the Leased Premises, Tenant shall commence such work only after Landlord has approved the plans therefor and any contractor proposed by Tenant to perform the work.

(ii)   Tenant shall cause the work to be done and completed in a good, substantial and workman-like manner free from faults and defects, in compliance with all laws, ordinances, rules and regulations, and should utilize only new materials and supplies. Tenant shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities relating to Tenant's work, and the Landlord shall not have any duty or obligation to inspect the work, but shall have the right to do so.

(iii)   Whenever Tenant is required to perform any work on the Leased Premises, Tenant shall promptly commence the work and, once commenced, diligently and continually pursue the work and complete the work in a reasonable time. Tenant shall supervise and direct the work utilizing its best efforts and reasonable care, and assign qualified personnel to the work in order to cause the work to be completed in an expeditious fashion.

(iv)   Except as provided in Exhibit "B" with respect to Landlord's Contribution toward the initial improvement of the Leased Premises, Tenant shall provide and pay for all labor, materials, goods, supplies, equipment, appliances, tools, construction equipment and machinery and other facilities and services necessary for the proper execution and completion of the work. Tenant shall promptly pay when due all costs and expenses incurred in connection with the work, and not permit or suffer to exist any liens against the Building. Tenant shall pay all fees and taxes required by law in connection with the work, and procure all permits and licenses necessary for the performance of the work.

(v)   Tenant shall be responsible for the acts and omissions of all of its employees and all other persons performing any of the work. Tenant shall initiate, maintain and supervise all necessary safety precautions and programs in connection with the work, and take all reasonable protection to prevent damage, injury or loss to, the work, all persons performing work on the Leased Premises, all other persons who may be involved in or affected by the work, all materials and equipment to be incorporated in the work, and all other property on the Leased Premises or adjacent thereto.

(vi)   Tenant shall defend, indemnify and save Landlord and its officers, employees and agents harmless from all liabilities, damages, losses, costs, expenses, causes of action, suits, claims, demands and judgments of any nature arising out of, by reason of, or in connection with Tenant's work.

a.   If, because of anything done, caused to be done, permitted or omitted by Tenant, the premium rate for any kind of insurance affecting the Building shall be raised, Tenant agrees that the amount of the increase in premium which Landlord shall be thereby obligated to pay for such insurance shall be paid by Tenant to Landlord on demand as additional rent, and that upon demand of Landlord that Tenant remedy the condition which caused the increase in the insurance premium rate, Tenant will remedy such condition within five (5) days after such demand. Tenant agrees that Tenant shall not do, nor cause to be done, nor permit on the Leased Premises, anything deemed by Landlord to be hazardous.

b.   Tenant shall obtain and maintain during the term of this Lease comprehensive, "all risk" general liability coverage for bodily injury and property damage insuring against any and all liability to Tenant and Landlord arising out of the maintenance, and occupancy of the Leased Premises with aggregate liability limits of not less than $2,000,000.00 for injuries to or death of persons in any one occurrence and of not less than $500,000.00 for damage to property. Tenant shall additionally maintain in full force and effect during the Term full replacement cost fire and extended coverage insurance insuring Tenant's furniture, furnishings, equipment and other personal property in and about the Leased Premises. Landlord and Landlord's agents shall be named insured on all such policies, and all such policies shall provide that they cannot be cancelled or modified without first having given Landlord fifteen (15) days written notice thereof. All policies of liability insurance specified in this Lease shall specifically insure Tenant's performance of the indemnity agreements contained in this Lease. Further, Tenant shall give notice to its insurance carrier or carriers of coverage herein required, and any waivers of liability and indemnity agreements contained in this Lease and shall provide Landlord with a certificate of insurance reflecting the coverage obtained. A similar certificate in form acceptable to Landlord renewing coverage for at least one (1) year shall be delivered to Landlord not later than thirty (30) days prior to the expiration date of such policies.

c.   At all times during the Term, Tenant shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the State of Georgia.

a.   Tenant agrees to defend, indemnify and save harmless Landlord and the agents, servants, invitees, licensees and employees of Landlord against and from any and all losses, costs, damages, liabilities and claims (including attorney's fees and expenses) by or on behalf of any person, firm or corporation arising by reason of injury to person or property occurring in the Leased Premises or the Building, occasioned in whole or in part by any act or omission on the part of Tenant or an employee (whether or not acting within the scope of employment), agent, licensee, invitee or undertenant of Tenant, or by reason of any use by Tenant of the Leased Premises or any breach, violation or non-performance of any covenant in this Lease on the part of Tenant to be observed or performed, and also for any matter or thing growing out of the occupancy or use of the Leased Premises by Tenant or anyone holding through or under Tenant. If any action or proceeding is brought against Landlord, or Landlord's agents, servants, invitees, licensees and employees, by reason of any such claim, Tenant shall defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. Tenant agrees to pay for all damage to the Building, as well as all damage to tenants or occupants thereof, caused by Tenant's misuse or neglect of said Leased Premises, its apparatus or appurtenances. Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any tenant or other occupant of the Building or by any owner or occupant of adjoining or contiguous property.

(a)   Landlord does not actually receive payment of the full amount of the Base Monthly Rental or additional rent or other rent or other payment or reimbursement due hereunder punctually on the due date thereof;

(b)   Tenant fails to fully and punctually observe or perform any of the terms of covenants of this Lease, other than the payment of rent, or of any of the Rules and Regulations now or hereafter established for the governing of the Building, and shall not cure such failure within ten (10) days after notice to Tenant of such failure;

(c)   Tenant fails to take possession or occupancy of, or deserts or abandons the Leased Premises, or the Leased Premises become vacant;

(d)   Any representation, statement, or warranty made by Tenant orally, in this Lease, or in any information sheet or documents furnished by Tenant or any guarantor hereof with respect to the net worth, liabilities, assets, or financial condition of Tenant or any guarantor hereof, or any other matters, shall be or prove to be untrue or misleading;

(e)   Tenant shall be in default, in the payment of rent or otherwise, under another lease with Landlord in the Building, or

(f)   The filing or execution or occurrence of: (i) a petition by or against Tenant or any guarantor hereof in bankruptcy or seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any provision of the present or any future bankruptcy act or any other present or future federal, state or other bankruptcy or insolvency statute or law, (ii) adjudication of Tenant or any guarantor hereof as a bankrupt or insolvent, or insolvency in the bankruptcy or equity sense, (iii) an assignment by Tenant or any guarantor hereof for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant or any guarantor hereof for, or the appointment of a trustee, receiver, guardian, conservator or liquidator with respect to any portion of Tenant or guarantor's property, (v) any levy, execution, or attachment against Tenant or any guarantor hereof, or (vi) any transfer or passage of any interest of Tenant under this Lease by operation of law.

(i)   Terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, and Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination, and Tenant shall surrender the Leased Premises to Landlord on the date specified in such notice; or

(ii)   Terminate this Lease as provided in Subparagraph 18.1(a) (i) hereof and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including, without limitation, a sum which, at the date of such termination represents the present value (discounted at a rate equal to the then average rate for Moody's "AAA" rated corporate bonds) of the excess, if any, of (aa) the Base Monthly Rental and all other sums which would have been payable hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the date hereinbefore set for the expiration of the full term hereby granted, over (bb) the aggregate reasonable rental value of the Leased Premises for the same period, all of which present value of such excess sum shall be deemed immediately due and payable; provided that, Landlord must use its best efforts to re-lease the leased Premises, in mitigation of any damage allowed to Landlord hereunder; or

(iii)   Without terminating this Lease, declare immediately due and payable all Base Monthly Rental and other rents and amounts due and coming due under this Lease for the entire remaining term hereof, together with all other amounts previously due, at once, which total amount shall be discounted to the present value (discounted at a rate equal to the then average rate of Moody's "AAA" rated corporate bonds); provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment in advance of rent for the remainder of said term. Upon making such payment, Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees, tenants, and subtenants on account of said Premises during the term of this Lease, provided that the monies to which Tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all costs, expenses and attorney's fees of Landlord incurred in connection with the reletting of the Leased Premises; provided that, no assignment, lease or sublease by Tenant presented by tenant to Landlord shall be unreasonably denied; or

(iv)   Without terminating this Lease, and with or without notice to Tenant, Landlord may in Landlord's own name but as agent for Tenant enter into and upon take possession of the Leased Premises or any part thereof, and, at Landlord's option, remove persons and property therefrom, and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of, Tenant, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby, and Landlord may rent the Leased Premises or any portion thereof as the agent of Tenant with or without advertisement, and by private negotiations and for any term upon such terms and conditions as Landlord may deem necessary or desirable in order to relet the Leased Premises. Landlord shall in no way be responsible or liable for any rental concessions or any failure to rent the Leased Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon each such reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including, without limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment of rent and other charges then due and unpaid hereunder, and the residue, if any, shall be held by Landlord to the extent of and for application in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such reletting shall be construed as an election by Landlord to terminate this Lease unless a written notice of such election has been given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may, at any time thereafter, elect to terminate this Lease for any such previous default provided the same has not been cured; provided that, Landlord must use its best efforts to mitigate any damage or rent allowed to Landlord hereunder; or

(v)   Pursue such other remedies as are available at law or equity, including, without limitation, an action for specific performance requiring Tenant to perform Tenant's obligations under this Lease.

b.   Landlord's pursuit of any remedy or remedies, including, without limitation, any one or more of the remedies stated in the foregoing Subparagraph 18.1(a), shall not (i) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination, or (ii) serve as the basis for any claim of actual or constructive eviction, or allow Tenant to withhold any payments under this Lease.

c.   If this Lease shall terminate as a result of, or while there exists, a default hereunder, any funds of Tenant held by Landlord may be applied by Landlord to any damages payable by Tenant (whether provided for herein or by law) as a result of such termination or default.

d.   Tenant covenants and agrees that Tenant shall not interpose any counterclaim or claim for offset or deduction in any summary proceeding brought by Landlord to recover possession of the Leased Premises.

e.   Neither the commencement of any action or proceeding, nor the settlement thereof, nor entry of judgment thereon shall bar Landlord from bringing subsequent actions or proceedings from time to time, nor shall the failure to include in any action or proceeding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so omitted.

f.   No termination of this Lease prior to the normal expiration thereof, by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof. Tenant covenants and agrees not to vacate the Premises or exercise any right of termination arising out of any breach by Landlord of any provision of this Lease or the condition or state of repair of the Premises. No surrender of the Premises or any part thereof by delivery of keys or otherwise shall operate to terminate this Lease unless and until expressly accepted in writing by a authorized officer of Landlord.

g.   If Landlord terminates this Lease or Tenant’s right to possession of the Leased Premises, Landlord shall have no obligation to mitigate Landlord’s damages except to the extent required by applicable law. If Landlord has not terminated this Lease or Tenant’s right to possession of the Leased Premises, Landlord shall have no obligation to mitigate under any circumstances and may permit the Leased Premises to remain vacant or abandoned. If Landlord is required to mitigate damages as provided herein: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other space in the Building; (ii) Landlord will not be deemed to have failed to mitigate if Landlord or its affiliates lease any other portions of the Building or other affiliates in the same geographic area, before re-letting all or any portion of the Leased Premises, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Ba