Lessee
and Lessor shall indemnify, defend and hold the other harmless from and against
all liabilities arising from any other claims of brokerage commissions or
finder's fees based on, respectively, Lessee's or Lessor's dealings or contacts
with brokers or agents other than those Lessee's Broker or breach of the
foregoing representation.
ARTICLE XVIII.
LESSOR'S INSPECTION AND SHOWING THE PROPERTY
SECTION 18.1.
GENERALLY.
UPON FIVE (5) BUSINESS DAYS' PRIOR NOTICE TO LESSEE,
OR AT ANY TIME IN THE EVENT OF AN EMERGENCY (WHICH SHALL BE FOLLOWED BY 24
HOURS' NOTICE TO LESSEE), LESSOR OR MORTGAGEE (AND ANY ONE OR MORE APPRAISER,
ENGINEERING, ENVIRONMENTAL, FINANCIAL OR SIMILAR ADVISORS OF LESSOR DESIGNATED
BY LESSOR) MAY INSPECT THE PROPERTY TO REVIEW LESSEE'S COMPLIANCE WITH THE TERMS
HEREOF, AT ITS OWN EXPENSE AND RISK, BUT (I) ONLY IN A MANNER SO AS NOT TO
INTERFERE IN ANY MATERIAL RESPECT WITH THE BUSINESS OPERATIONS OF LESSEE AND ANY
OTHER OCCUPANT OF THE PROPERTY AND (II) ONLY WHEN ACCOMPANIED BY A DESIGNATED
REPRESENTATIVE OF LESSEE, PROVIDED THAT LESSOR OR MORTGAGEE (AND THE
ABOVE-DESCRIBED LESSOR DESIGNEES) MAY NOT INSPECT ANY AREAS WHERE PROPRIETARY OR
CONFIDENTIAL INFORMATION OF LESSEE OR ANY OTHER PERSON IS RETAINED UNLESS STEPS
CAN BE TAKEN TO PROTECT SUCH CONFIDENTIALITY WITHOUT ANY UNREASONABLE BURDEN TO
LESSEE OR SUCH OTHER PERSON, AND LESSEE HAS BEEN AFFORDED A REASONABLE
OPPORTUNITY TO TAKE SUCH STEPS.
25
SECTION 18.2.
NO DUTY TO INSPECT.
LESSOR SHALL HAVE NO DUTY TO MAKE ANY
INSPECTION OF THE PROPERTY, AND LESSOR SHALL NOT INCUR ANY LIABILITY OR
OBLIGATION BY REASON OF NOT MAKING ANY SUCH INSPECTION.
SECTION 18.3.
SHOWING.
DURING THE EIGHTEEN (18) MONTHS PRIOR TO THE END OF THE
INITIAL TERM AND DURING THE TWELVE (12) MONTHS PRIOR TO THE END OF ANY RENEWAL
TERM, LESSOR MAY SHOW THE PROPERTY TO PROSPECTIVE TENANTS OR PURCHASERS AT SUCH
REASONABLE TIMES DURING NORMAL BUSINESS HOURS UPON REASONABLE PRIOR NOTICE TO
LESSEE, PROVIDED THAT LESSOR SHALL COMPLY WITH THE TERMS AS ARE APPLICABLE TO
INSPECTIONS UNDER SECTION 18.1.
ARTICLE XIX.
DEFAULTS; REMEDIES
SECTION 19.1.
EVENT OF DEFAULT.
THE FOLLOWING EVENTS SHALL CONSTITUTE "EVENTS
OF DEFAULT":
(A)
LESSEE'S FAILURE TO PAY BASE NET RENT WHEN DUE WHICH CONTINUES FOR
FIVE (5) BUSINESS DAYS AFTER WRITTEN NOTICE FROM LESSOR (PROVIDED LESSOR SHALL
NOT BE REQUIRED TO GIVE SUCH NOTICE MORE THAN TWICE IN ANY TWELVE (12) MONTH
PERIOD);
(B)
LESSEE'S FAILURE TO PAY SUPPLEMENTAL RENT REPRESENTING COVERED
TAXES WHEN DUE SUCH THAT THE SAME ARE DELINQUENT AND SUCH FAILURE CONTINUES FOR
FIVE (5) BUSINESS DAYS AFTER NOTICE FROM LESSOR;
LESSEE'S FAILURE TO PAY WHEN
DUE AND PAYABLE SUPPLEMENTAL RENT REPRESENTING INSURANCE PREMIUMS SUCH THAT THE
RELATED INSURANCE COVERAGE WOULD LAPSE WITHIN TEN (10) DAYS AS A RESULT OF SUCH
FAILURE AND SUCH FAILURE CONTINUES FOR TWO (2) BUSINESS DAYS AFTER WRITTEN
NOTICE FROM LESSOR; OR LESSEE'S FAILURE TO PAY WHEN DUE AND PAYABLE SUPPLEMENTAL
RENT NOT OTHERWISE DESCRIBED ABOVE IN THIS SECTION 19.1(B) AND PAYABLE TO LESSOR
WHICH FAILURE CONTINUES FOR TEN (10) BUSINESS DAYS AFTER