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Landlord's failure to exercise such termination right as herein provided shall not be construed as Landlord's consent to the proposed
<br />assignment or subletting.
<br />11.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any
<br />subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or
<br />not expressly incorporated therein:
<br />(a) Tenant hereby assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising
<br />from any sublease of all or a portion of the Premises heretofore or hereafter made by Tenant, and Landlord may collect such rent
<br />and income and apply same toward Tenant's obligations under this Lease, provided, however, that until a Breach (as defined in
<br />Paragraph 12.1) shall occur in the performance of Tenant's obligations under this Lease, Tenant may, except as otherwise provided
<br />in this Lease, receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other
<br />assignment of such sublease to Landlord, nor by reason of the collection of the rents from a subtenant, be deemed liable to the
<br />subtenant for any failure of Tenant to perform and comply with any of Tenant's obligations to such subtenant under such sublease.
<br />Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that
<br />a Breach exists in the performance of Tenant's obligations under this Lease, to pay to Landlord the rents and other charges due and
<br />to become due under the sublease. Subtenant shall rely upon any such statement and request from Landlord and shall pay such
<br />rents and other charges to Landlord without any obligation or right to inquire as to whether such Breach exists and notwithstanding
<br />any notice from or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant, or, until the Breach
<br />has been cured, against Landlord, for any such rents and other charges so paid by said subtenant to Landlord.
<br />(b) In the event of a Breach by Tenant In the performance of its obligations under this Lease, Landlord, at its
<br />option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake
<br />the obligations of the sublandlord under such sublease from the time of the exercise of said option to the expiration of such sublease;
<br />provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to such sublandlord
<br />or for any other prior Defaults or Breaches of such sublandlord under such sublease.
<br />(c) Any matter or thing requiring the consent of the sublandlord under a sublease shall also require the consent
<br />of Landlord herein.
<br />(d) No subtenant shall further assign or sublet all or any part of the Premises without Landlord's prior written
<br />consent.
<br />(e) If Landlord delivers a copy of any notice of Default or Breach by Tenant to the subtenant, such subtenant
<br />shall have the right to cure the Default of Tenant within the grace period, if any, specified in such notice. In such event, the
<br />subtenant shall have a right of reimbursement and offset from and against Tenant for any such Defaults cured by the subtenant.
<br />12. Default; Breach; Remedies.
<br />12.1 Default; Breach. Landlord and Tenant agree that if an attorney is consulted by Landlord in connection with a Tenant
<br />Default or Breach, $200.00is a reasonable minimum sum per such occurrence for legal services and costs in the preparation and
<br />service of a notice of Default, and that Landlord may include the cost of such services and casts in said notice as rent due and
<br />payable to cure said Default. A "Default" is defined as a failure by the Tenant to observe, comply with or perform any of the terms,
<br />covenants, conditions or rules applicable to Tenant under this Lease. A "Breach" is defined as the occurrence of any one or more
<br />of the following Defaults, and, where a grace period for cure after notice is specified herein, the failure by Tenant to cure such
<br />Default prior to the expiration of the applicable grace period, and shall entitle Landlord to pursue the remedies set forth in Paragraphs
<br />12.2 and/or 12.3:
<br />(a) The vacating or abandonment of the Premises.
<br />161 The failure by Tenant to make any payment of Base Rent or any other monetary payment required to be
<br />made by Tenant hereunder, whether to Landlord or to a third party, as and when due, the failure by Tenant to provide Landlord with
<br />reasonable evidence of insurance or surety bond required under this Lease, or the failure of Tenant to fulfill any obligation under this
<br />Lease which endangers or threatens life or property, where such failure continues for a period of three (3) days following written
<br />notice thereof by or on behalf of Landlord to Tenant.
<br />(c) Except as expressly otherwise provided in this Lease, the failure by Tenant to provide Landlord with
<br />reasonable written evidence (in duly executed original form, if applicable) of (i) compliance with Applicable Law per Paragraph 6.3,
<br />III) the inspection, maintenance and service contracts required under Paragraph 7.1(b), (III) the rescission of an unauthorized
<br />assignment or subletting per Paragraph 11 .1(b), (iv) a Tenancy Statement per Paragraphs 15 or 35, (v) the subordination or
<br />non -subordination of this Lease per Paragraph 28, (vi) the guaranty of the performance of Tenant's obligations under this Lease if
<br />required under Paragraphs 1 A 0 and 35, NO the execution of any document requested tinder Paragraph 40 (easements), or (viii)
<br />any other documentation or information which Landlord may reasonably require of Tenant under the terms of this Lease, where any
<br />such failure continues for a period of ten (10) days following written notice by or on behalf of Landlord to Tenant.
<br />Id► A Default by Tenant as to the terms, covenants, conditions or provisions of this Lease, or of the rules
<br />adopted under Paragraph 38 hereof, that are to be observed, complied with or performed by Tenant, other than those described in
<br />subparagraphs (a), (b) or (c), above, where such Default continues for a period of thirty (301 days after written notice thereof by
<br />or on behalf of Landlord to Tenant; provided, however, that if the nature of Tenant's Default is such that more than thirty (30) days
<br />are reasonably required for its cure, then it shall not be deemed to be a Breach of this Lease by Tenant if Tenant commences such
<br />cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.
<br />(e) The occurrence of any of the following events: (I) The making by Tenant of any general arrangement or
<br />assignment for the benefit of creditors; liil Tenant's becoming a "debtor" as defined in 11 U.S.C. 1101 or any successor statute
<br />thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty 160) days), (III) the appointment of
<br />a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this
<br />Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution or other judicial seizure
<br />of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not
<br />discharged within thirty (30) days, provided, however, in the event that any provision of this subparagraph (a) is contrary to any
<br />applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.
<br />(fl The discovery by Landlord that any financial statement given to Landlord by Tenant or any Guarantor of
<br />Tenant's obligations hereunder was materially false.
<br />(g) If the performance of Tenant's obligations under this Lease Is guaranteed: (i) the death of a guarantor, III)
<br />the termination of a guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (III)
<br />a guarantor's becoming insolvent or the subject of a bankruptcy filing, liv) a guarantor's refusal to honor the guaranty, or (v) a
<br />guarantor's breach of its guaranty obligation on an anticipatory breach basis, and Tenant's failure, within sixty (60) days following
<br />written notice by or on behalf of Landlord to Tenant of any such event, to provide Landlord with written alternative assurance or
<br />security, which, when coupled with the then existing resources of Tenant, equals or exceeds the combined financial resources of
<br />Tenant and the guarantors that existed at the time such guaranty was furnished.
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