THIS
LEASE PURSUANT TO SECTION 7.1(B) ABOVE, TENANT HEREBY WAIVES ALL CLAIMS FOR
DAMAGES THAT MAY BE CAUSED BY SUCH RE-ENTRY BY LANDLORD, OTHER THAN CLAIMS BASED
ON LANDLORD'S WILLFUL MISCONDUCT OR NEGLIGENCE.
(D)
THE EXERCISE BY LANDLORD OF ANY ONE OR MORE OF THE RIGHTS AND
REMEDIES PROVIDED IN THIS LEASE SHALL NOT PREVENT THE SUBSEQUENT EXERCISE BY
LANDLORD OF ANY ONE OR MORE OF THE OTHER RIGHTS AND REMEDIES HEREIN PROVIDED OR
OTHERWISE PERMITTED AT LAW OR IN EQUITY.
EXCEPT AS OTHERWISE PROVIDED IN THIS
LEASE, REMEDIES PROVIDED FOR IN THIS LEASE ARE CUMULATIVE AND MAY, AT THE
ELECTION OF LANDLORD, BE EXERCISED ALTERNATIVELY, SUCCESSIVELY, OR IN ANY OTHER
MANNER AND ARE IN ADDITION TO ANY OTHER RIGHTS PROVIDED FOR OR ALLOWED BY LAW OR
IN EQUITY.
(E)
NOTWITHSTANDING THE PROVISIONS SET FORTH IN SECTION 7.1(B),
LANDLORD MAY NOT TERMINATE THIS LEASE PURSUANT THERETO UNLESS TENANT SHALL HAVE
FAILED TO PAY, WITHOUT THE CONTRACTUAL RIGHT TO ABATE OR OFFSET AS HEREIN
OTHERWISE PROVIDED, RENT IN AN AMOUNT EQUAL TO OR GREATER THAN THE THRESHOLD
DEFAULT AMOUNT, AND SUCH FAILURE TO PAY CONTINUES, BEYOND THE POINT OF BECOMING
AN EVENT OF DEFAULT, FOR AN ADDITIONAL PERIOD OF TEN (10) BUSINESS DAYS
FOLLOWING TENANT'S RECEIPT OF SECOND WRITTEN NOTICE THEREOF FROM LANDLORD, WHICH
NOTICE SHALL REFER TO THIS SECTION 7.1(E), AND STATE IN ALL CAPITAL LETTERS (OR
OTHER PROMINENT DISPLAY) THAT THIS LEASE MAY BE TERMINATED IF TENANT FAILS TO
PROMPTLY PAY ALL OVERDUE RENT. THE "THRESHOLD DEFAULT AMOUNT" SHALL MEAN AN
AMOUNT EQUAL TO TWO (2) MONTHS' ANNUAL BASIC RENT HEREUNDER.
(F)
IF (I) TENANT SHALL DEFAULT IN THE PERFORMANCE OF ANY OF TENANT'S
OBLIGATIONS UNDER THIS LEASE, AND (II) SUCH DEFAULT SHALL THEREAFTER BECOME AN
EVENT OF DEFAULT HEREUNDER (OR, IN CASES OF EMERGENCY ONLY, SUCH DEFAULT SHALL
CONTINUE FOR 24 HOURS AFTER NOTICE THEREOF FROM LANDLORD TO TENANT), THEN
LANDLORD, WITHOUT THEREBY WAIVING SUCH DEFAULT (AND WITHOUT LIMITING ANY OTHER
RIGHT OR REMEDY IT MIGHT HAVE ON ACCOUNT THEREOF, IN LAW OR IN EQUITY), MAY (BUT
SHALL NOT BE OBLIGATED TO) PERFORM SUCH OBLIGATION FOR THE ACCOUNT, AND AT THE
EXPENSE, OF TENANT. IN
84
ANY SUCH EVENT, TENANT, WITHIN THIRTY (30) DAYS AFTER LANDLORD'S DELIVERY OF AN
INVOICE THEREFOR (TOGETHER WITH REASONABLE SUPPORTING DOCUMENTATION), SHALL
REIMBURSE LANDLORD FOR ANY REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY
LANDLORD (INCLUDING REASONABLE ATTORNEYS' FEES) IN CONNECTION WITH LANDLORD'S
PERFORMANCE OF ANY SUCH OBLIGATION FOR THE ACCOUNT OF TENANT PURSUANT TO THIS
SECTION 7.1(F), TOGETHER WITH INTEREST THEREON, AT THE APPLICABLE RATE, FROM THE
DATE THAT SUCH EXPENSES WERE INCURRED BY LANDLORD TO THE DATE THAT THE SAME ARE
REIMBURSED TO LANDLORD BY TENANT.
7.2
Insolvency or Bankruptcy
The appointment of a receiver to take possession of all or substantially all of
the assets of Tenant, or any general assignment by Tenant for the benefit of
creditors, or any action taken by Tenant under any insolvency, bankruptcy, or
reorganization act, or an involuntary proceeding against Tenant that is not
dismissed or