AND THE CERTIFICATE OF
INSURANCE SHALL EXPRESSLY STATE THAT THE INSURER WILL GIVE TO PRIME LESSOR AND
SUBLESSOR AND SUCH OTHER PARTIES IN INTEREST AT LEAST THIRTY (30) DAYS NOTICE IN
WRITING IN ADVANCE OF ANY MATERIAL CHANGE, CANCELLATION, TERMINATION OR LAPSE,
OR THE EFFECTIVE DATE OF ANY REDUCTION IN THE AMOUNTS OF INSURANCE BELOW THE
AMOUNTS SPECIFIED HEREIN.
10.2
THE PARTIES HERETO, BY REASON OF THEIR CONSENT HERETO, RELEASE EACH
OTHER, THE PRIME LESSOR AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND
ASSIGNS FROM ALL LIABILITY FOR DAMAGE TO ANY PROPERTY THAT IS CAUSED BY OR
RESULTS FROM A RISK WHICH IS ACTUALLY INSURED AGAINST OR WHICH WOULD NORMALLY BE
COVERED BY THE STANDARD FORM OF "ALL RISK" PROPERTY INSURANCE, WITHOUT REGARD TO
THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ENTITY SO RELEASED.
EACH PARTY
SHALL USE ITS REASONABLE EFFORTS TO CAUSE EACH INSURANCE POLICY IT OBTAINS TO
PROVIDE THAT THE INSURER THEREUNDER WAIVES ALL RIGHT OF RECOVERY BY WAY OF
SUBROGATION AS REQUIRED HEREIN IN CONNECTION WITH ANY DAMAGE COVERED BY THE
POLICY.
11.
SUBLESSEE DEFAULTS.
THE OCCURRENCE OF ANY OF THE FOLLOWING, BEYOND
ALL APPLICABLE NOTICE AND CURE PERIODS, SHALL BE A DEFAULT (AN "EVENT OF
DEFAULT") UNDER THIS SUBLEASE:
11.1
SUBLESSEE SHALL FAIL TO PAY IN FULL WHEN DUE ANY AND ALL
INSTALLMENTS OF RENT OR ANY OTHER CHARGE AGREED TO BE PAID BY SUBLESSEE, IF THE
FAILURE CONTINUES FOR FIVE (5) BUSINESS DAYS AFTER WRITTEN NOTICE TO SUBLESSEE;
OR
11.2
SUBLESSEE VIOLATES OR FAILS TO PERFORM ANY TERM, COVENANT, CONDITION
OR AGREEMENT HEREIN CONTAINED OR PROVIDED FOR IN THE PRIME LEASE AND SUCH
FAILURE CONTINUES FOR A PERIOD OF SEVENTEEN (17) DAYS AFTER WRITTEN NOTICE
THEREOF IS GIVEN TO SUBLESSEE.
IF THE DEFAULT IS OF SUCH A NATURE THAT IT
CANNOT BE COMPLETELY REMEDIED WITHIN THE SEVENTEEN (17) DAY PERIOD, THIS
PROVISION SHALL BE COMPLIED WITH IF SUBLESSEE BEGINS CORRECTION OF THE DEFAULT
WITHIN THE SEVENTEEN (17) DAY PERIOD AND THEREAFTER PROCEEDS WITH REASONABLE
DILIGENCE AND IN GOOD FAITH TO EFFECT THE REMEDY AS SOON AS PRACTICABLE AND TO
PROSECUTE THE SAME TO COMPLETION, OR
11.3
SUBLESSEE BECOMES INSOLVENT, OR MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, OR IF A PETITION IN BANKRUPTCY IS FILED BY OR AGAINST SUBLESSEE,
OR A BILL IN EQUITY OR OTHER PROCEEDING FOR THE APPOINTMENT OF A RECEIVER FOR
SUBLESSEE IS FILED, OR IF PROCEEDINGS FOR
REORGANIZATION OR FOR COMPOSITION WITH CREDITORS UNDER ANY STATE OR FEDERAL LAW
BE INSTITUTED BY OR AGAINST SUBLESSEE, OR IF THE SUBLEASEHOLD INTEREST IS LEVIED
ON UNDER EXECUTION, OR
11.4
SUBLESSEE ABANDONS (AS DEFINED IN CALIFORNIA CIVIL CODE §1951.3 (OR
ANY SUCCESSOR PROVISION)) ALL OR ANY PORTION OF THE SUBLET PREMISES.
12.
SUBLESSOR REMEDIES.
IN THE EVENT OF DEFAULT BY SUBLESSEE, AND
WITHOUT ANY OTHER ACTION BY SUBLESSOR, AND AT SUBLESSOR'S OPTION, SUBLESSOR MAY
EXERCISE ANY AND ALL REMEDIES OF THE PRIME LESSOR UNDER THE PRIME LEASE.
IN
ADDITION TO THE FOREGOING, SUBLESSOR MAY EXERCISE ANY AND ALL OTHER RIGHTS OR
REMEDIES, GRANTED