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for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably
<br />authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance
<br />of Lessec's obligations under this Lease, to pay to Lessor all Rent due and to become due under file sublease. Sublessee shall rely upon
<br />any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists,
<br />notwithstanding any claim from Lessee to the contrary.
<br />(b) in the event of n Breach by Lessee. Lessor may, at its option, require sublessee to acorn to Lessor, in which
<br />event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise or said option to the
<br />expiration of such sublease: provided. however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee
<br />to such sublessor or for any prior Defaults or Breaches of such sublessor.
<br />(c) Any matter requiring the consent of the sublessor under a sublease shed[ also require the consent of Lessor.
<br />(d) No suh!cssee shall further assign or sublet all or any part of the Premises without Lessor's prior written
<br />consent.
<br />13. Default; Breach; Remedies.
<br />13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms,
<br />covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the
<br />following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
<br />(a) The vacating or abandonment of the Premises. Lessee shall be deemed to have vacated the Premises if Lessee
<br />ceases to continuously operate its business in the Premises for a period of 5 consecutive days.
<br />(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee
<br />hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to full ill any
<br />obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days fallowing
<br />written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT
<br />SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER
<br />POSSESSION OF THE PREMISES.
<br />(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste;
<br />act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for
<br />a period of 5 days following written notice to Lessee.
<br />(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable
<br />Requirements, (i!) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate
<br />or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document
<br />requested under Paragraph 40, (viii) material data safety sheds (MSDS), or (ix) any other documentation or information which Lessor
<br />may reasonably require or Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following
<br />written notice to Lessee.
<br />(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules
<br />adopted under Paragraph 2.9 hereor, other than those described in subparagraphs 13.1(x), (b), (c) or (d), above, where such Default
<br />continues for a period of 30 days after written notice; provided, however, that if the nature ofLessee's Default is such that more than 30
<br />days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day
<br />period and _thereafter diligently prosecutes such cure to completion.
<br />(1) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for
<br />the benefit of creditors; (ii) becoming a "debtor" as defined in I I U.S.C. § 101 or any successor statute thereto (unless, in the case of a
<br />petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of
<br />substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee
<br />within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises
<br />or or Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any
<br />provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity
<br />of the remaining provisions.
<br />(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially
<br />false.
<br />(h) If the performance of Lessers obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii)
<br />the termination or attempted termination of a Guarantor's liability with respect to this Lease other than in accordance with the express
<br />terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject ora bankruptcy filing, (iv) a Guarantors refusal to honor
<br />the guaranty, or (v) aGuaranlor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 30 days following
<br />written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing
<br />resources of Lessee, equals or exceeds the combined financial resources orLessee and the Guarantors that existed at the time of execution
<br />of this Lease.
<br />Is
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