|
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into
<br />such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform
<br />and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the
<br />term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assigtunent or
<br />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
<br />granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.
<br />12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to
<br />any subletting by Lessee of all or any part of the Premises and shall be deemed to be included in all subleases under this Lease
<br />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,
<br />and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that
<br />until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the
<br />amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor
<br />shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable
<br />to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee
<br />hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach
<br />exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the
<br />sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to
<br />inquire as to whether 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
<br />event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of 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
<br />sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
<br />(c) Any matter requiring the consent of the sublessor tinder 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 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
<br />Lessee 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 fulfil any
<br />obligation tinder this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days
<br />following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY
<br />DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO
<br />RECOVER 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, (ii) 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
<br />document requested under Paragraph 40, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information
<br />which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10
<br />days following 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 29 hereof, other than those described in subparagraphs 13,I(a), (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 of Lessee's Default is such that more than
<br />30 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
<br />clay period and thereafter diligently prosecutes such cure to completion.
<br />(f) 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 11 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 />15
<br />
|