prior thereto related to the Premises, (2) Landlord
and Tenant shall execute a termination of this Lease confirming the foregoing,
which termination shall be prepared by or on behalf of Landlord, and (3) Tenant
shall pay all of Landlord's costs and expenses (including attorney's fees and
expenses) related to all of the foregoing.
15.
DEFAULT:
EVENTS OF DEFAULT
The occurrence of any one or more of the following events ("Event of Default")
shall constitute a breach of this Lease by Tenant:
(A)
TENANT FAILS TO PAY ANY FIXED RENT AS AND
WHEN SUCH FIXED RENT BECOMES DUE, AND SUCH FAILURE CONTINUES FOR FIVE (5) DAYS
AFTER WRITTEN NOTICE THEREOF, PROVIDED THAT IF TENANT IS MORE THAN FIVE (5) DAYS
LATE IN THE PAYMENT OF FIXED RENT ONCE IN ANY TWELVE (12) CONSECUTIVE
8
MONTH PERIOD, ONLY ONE NOTICE NEED BE GIVEN BY LANDLORD DURING SUCH 12 MONTH
PERIOD AND ANY SUBSEQUENT FAILURE TO PAY FIXED RENT ON OR BEFORE ITS DUE DATE
WITHIN SUCH TWELVE (12) CONSECUTIVE MONTHS SHALL CONSTITUTE AN EVENT OF DEFAULT
AFTER FIVE (5) DAYS WITHOUT NOTICE; OR
(B)
TENANT FAILS TO PAY ANY ADDITIONAL RENT AS
AND WHEN SUCH ADDITIONAL RENT BECOMES DUE AND PAYABLE AND SUCH FAILURE CONTINUES
FOR MORE THAN TEN (10) DAYS AFTER LANDLORD GIVES WRITTEN NOTICE THEREOF TO
TENANT; OR
(C)
AN EVENT OF DEFAULT OCCURS UNDER PARAGRAPH
25, SUBLETTING/ASSIGNMENT; OR
(D)
TENANT FAILS TO PERFORM OR BREACHES ANY
AGREEMENT OR COVENANT OF THIS LEASE NOT SEPARATELY COVERED IN THIS PARAGRAPH 15
TO BE PERFORMED OR OBSERVED BY TENANT AS AND WHEN PERFORMANCE OR OBSERVANCE IS
DUE AND SUCH FAILURE OR BREACH CONTINUES FOR MORE THAN THIRTY (30) DAYS AFTER
LANDLORD'S GIVING WRITTEN NOTICE THEREOF TO TENANT; PROVIDED, HOWEVER, THAT IF,
BY THE NATURE OF SUCH AGREEMENT OR COVENANT, SUCH FAILURE OR BREACH CANNOT
REASONABLY BE CURED WITHIN SUCH PERIOD OF THIRTY (30) DAYS, AN EVENT OF DEFAULT
SHALL NOT EXIST AS LONG AS TENANT COMMENCES WITH DUE DILIGENCE AND DISPATCH THE
CURING OF SUCH FAILURE OR BREACH WITHIN SUCH PERIOD OF THIRTY (30) DAYS AND,
HAVING SO COMMENCED, THEREAFTER PROSECUTES WITH DILIGENCE AND DISPATCH AND
COMPLETES THE CURING OF SUCH FAILURE OR BREACH WITHIN A REASONABLE TIME NOT TO
EXCEED ONE HUNDRED EIGHTY (180) DAYS; OR
(E)
TENANT (I) FILES, OR CONSENTS BY ANSWER OR
OTHERWISE TO THE FILING AGAINST TENANT OF, A PETITION FOR RELIEF OR
REORGANIZATION OR ARRANGEMENT OR ANY OTHER PETITION IN BANKRUPTCY OR FOR
LIQUIDATION OR TO TAKE ADVANTAGE OF ANY BANKRUPTCY, INSOLVENCY OR OTHER DEBTORS'
RELIEF LAW OF ANY JURISDICTION, (II) MAKES AN ASSIGNMENT FOR THE BENEFIT OF
TENANT'S CREDITORS, (III) CONSENTS TO THE APPOINTMENT OF A CUSTODIAN, RECEIVER,
TRUSTEE OR OTHER OFFICER WITH SIMILAR POWERS OF TENANT OR OF ANY SUBSTANTIAL
PART OF TENANT'S PROPERTY, OR (IV) TAKES ACTION FOR THE PURPOSE OF ANY OF THE
FOREGOING; OR
(F)
A COURT OR GOVERNMENT AUTHORITY ENTERS AN
ORDER, AND SUCH ORDER IS NOT VACATED WITHIN SIXTY (60) DAYS, (I) APPOINTING A
CUSTODIAN, RECEIVER, TRUSTEE OR