ANY SUCH
LIABILITY OR CLAIM, TENANT SHALL NOTIFY LANDLORD THEREOF AND LANDLORD SHALL
DEFEND SUCH ACTION OR PROCEEDING, AT LANDLORD'S EXPENSE, BY COUNSEL REASONABLY
SATISFACTORY TO TENANT OR, AT TENANT'S OPTION, TENANT MAY RETAIN ITS OWN COUNSEL
FOR SUCH DEFENSE AND
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Landlord shall reimburse Tenant and Tenant's Agents for the reasonable expense
incurred by Tenant and Tenant's Agents in such regard.
ARTICLE 19
DEFAULT
SECTION 19.1.
TENANT SHALL BE IN DEFAULT ("DEFAULT") OF THIS LEASE IF:
(A)
TENANT FAILS TO MAKE PAYMENT OF ANY FIXED NET RENT OR ADDITIONAL
RENT OR OTHER SUM DUE LANDLORD ON OR BEFORE THE DATE DUE AND SUCH FAILURE
CONTINUES FOR A PERIOD OF 5 DAYS AFTER NOTICE BY LANDLORD TO TENANT (OR WITHOUT
NOTICE IF SUCH FAILURE COMES WITHIN THE PROVISIONS OF SECTION 19.2), OR
(B)
TENANT OR ANY GUARANTOR FILES A PETITION IN BANKRUPTCY OR
INSOLVENCY OR FOR REORGANIZATION OR ARRANGEMENT OR FOR THE APPOINTMENT OF A
RECEIVER OF ALL OR A PORTION OF TENANT'S PROPERTY, OR
(C)
ANY INVOLUNTARY PETITION OF THE KIND REFERRED TO IN SECTION
19.1(B) SHALL BE FILED AGAINST TENANT OR ANY GUARANTOR AND SUCH PETITION SHALL
NOT BE VACATED OR WITHDRAWN WITHIN 90 DAYS AFTER THE DATE OF FILING THEREOF, OR
(D)
TENANT OR ANY GUARANTOR SHALL BE ADJUDICATED A BANKRUPT BY ANY
COURT, OR
(E)
TENANT OR ANY GUARANTOR SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, OR
(F)
A RECEIVER SHALL BE APPOINTED FOR THE PROPERTY OF TENANT OR ANY
GUARANTOR BY ORDER OF A COURT OF COMPETENT JURISDICTION THEREOVER OR THE CONDUCT
AND OPERATION OF TENANT'S OR ANY GUARANTOR'S BUSINESS SHALL BE TAKEN OVER BY (I)
A RECEIVER APPOINTED BY ORDER OF A COURT OF COMPETENT JURISDICTION OR (II) AN
AGENCY OR GOVERNMENTAL AUTHORITY HAVING JURISDICTION THEREOVER, OR
(G)
TENANT FAILS TO PERFORM ANY OF THE OTHER TERMS, COVENANTS AND
CONDITIONS OF THIS LEASE AND SUCH FAILURE SHALL NOT HAVE BEEN REMEDIED WITHIN 30
DAYS AFTER NOTICE BY LANDLORD TO TENANT SPECIFYING SUCH FAILURE (OR WITHOUT
NOTICE IF SUCH FAILURE COMES WITHIN THE PROVISIONS OF SECTION 19.2); PROVIDED
HOWEVER THAT ANY SUCH NOTICE SHALL BE IN LIEU OF, AND NOT IN ADDITION TO ANY
NOTICE REQUIRED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 1161, OR WHERE
SUCH FAILURE REASONABLY CANNOT BE REMEDIED WITHIN SUCH PERIOD OF 30 DAYS, TENANT
HAS NOT COMMENCED TO CURE THE FAILURE WITHIN SUCH 30-DAY PERIOD AND IS NOT
PROCEEDING WITH DUE DILIGENCE TO CURE IT.
SECTION 19.2.
IF TENANT FAILS TO PAY FIXED NET RENT, ADDITIONAL RENT OR OTHER
SUM WHEN DUE, OR FAILS IN THE PERFORMANCE OF ANY OTHER TERM OF THIS LEASE THREE
TIMES IN ANY PERIOD OF TWELVE CONSECUTIVE CALENDAR MONTHS (WHETHER OR NOT SUCH
FAILURE IS CURED WITHIN THE APPLICABLE CURE PERIODS), THEN ANY SUBSEQUENT
VIOLATION MAY, AT LANDLORD'S OPTION, BE A DEFAULT BY TENANT WITH NO CURE PERIOD
FOR TENANT.
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SECTION 19.3.
UPON A DEFAULT BY TENANT, LANDLORD, AT ITS ELECTION, MAY
TERMINATE THIS LEASE, AND UPON SUCH TERMINATION TENANT