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greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee
<br />(excluding any guarantors) established under generally accepted accounting principles.
<br />(d) An assignment or subletting without consent shall, at lessor's option, be a Default curable after notice per Paragraph 13.1(d), ora noncurable Breach
<br />without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i)
<br />terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110%of the Base Rent then in effect. Further, in the event of such Breach
<br />and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110%of the price
<br />previously in effect, and [ii) all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled
<br />adjusted rent.
<br />(e) Lessee's remedy forany breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
<br />(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.
<br />(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by third party vendor in
<br />connection with the installation of a vending machine or payphone shall not constitute a subletting.
<br />12.2 Terms and Conditions Applicable to Assignment and Subletting.
<br />(a) Regardless of Lessors consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or
<br />sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (III) alter the primary liability of Lessee for the payment of
<br />Rent or for the performance of any other obligations to be performed by Lessee.
<br />(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment.
<br />Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to
<br />exercise its remedies for Lessee's Default or Breach.
<br />(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.
<br />(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the
<br />performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or
<br />entity responsible therefor to Lessor, or any security held by Lessor.
<br />(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the
<br />financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required
<br />modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request Lessee agrees to provide Lessor
<br />with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
<br />(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession
<br />of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation
<br />herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with
<br />provisions of an assignment or sublease to which Lessor has specifically consented to in writing.
<br />(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease
<br />unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)
<br />12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of
<br />the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
<br />(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply
<br />same toward Lessees obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect
<br />said Rem. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall
<br />not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee
<br />to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a
<br />written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to bewme due
<br />under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether
<br />such Breach exists, notwithstanding any claim from Lessee to the contrary.
<br />(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the
<br />obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be
<br />liable for any prepaid rents or security deposit paid by such sublessee 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 shall also require the consent of Lessor.
<br />(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessors prior written consent.
<br />(a) Lessor shall deliver copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within
<br />the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by
<br />the sublessee.
<br />13. Default; Breach; Remedies.
<br />13.1 Default; Breach. A "Default" is defined as failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and
<br />Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within
<br />any applicable grace period:
<br />(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the
<br />coverage of the property insurance described in Paragraph 8.3 isjeopardized as a result thereof, or without providing reasonable assurances to minimize potential
<br />vandalism.
<br />(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to athird
<br />party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or
<br />property, where such failure continues fora period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF
<br />RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE
<br />PREMISES.
<br />(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private
<br />nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue fora period of 3 business days following written notice to Lessee. In the
<br />event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non -curable Breach rather than a
<br />Default.
<br />/(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the
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<br />INITIALS Last Edited: 3/18/2020 6:28 PM INmALS
<br />© 2017 AIR CRE. All Rights Reserved. 25D-11 SM-27.20, Revised 11-01-2017
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