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(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under
<br /> Paragraph 2.9 hereof.other than those described in subparagraphs 13.1(a),(b), (c)or(d),above,where such Default continues for a period of 30 days
<br /> after written notice: provided. however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it
<br /> shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to
<br /> completion.
<br /> (f) The occurrence of any of the following events: (i)the making of any general arrangement or assignment for the benefit of
<br /> creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against
<br /> Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets
<br /> located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee withir, 30 days; or (iv) the attachment.
<br /> execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such
<br /> seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law,such
<br /> provision shall be of no force or effect, and not affect the validity of the remaining provisions.
<br /> (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false
<br /> (h} If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor. iul the
<br /> termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty. (iii)a Guarantor's becoming
<br /> insolvent or the subject of a bankruptcy filing, (iv)a Guarantor's refusal to honor the guaranty.or(v)a Guarantors breach of its guaranty obligation on
<br /> an anticipatory basis,and Lessee's failure,within 60 days following written notice of any such event, to provide written alternative assurance or security,
<br /> which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors
<br /> chat existed at the time of execution of this Lease.
<br /> 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations,within 10 days after written notice(or in case of an
<br /> emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf,including but not limited to the obtaining of
<br /> reasonably required bands.insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115%of
<br /> the Costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach. Lessor may. with or
<br /> without further notice or demand,and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach-
<br /> (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate
<br /> and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i)the unpaid Rent which
<br /> had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned
<br /> after terminalion until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided: (Iii)the
<br /> worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental
<br /> loss that the Lessee proves could be reasonably avoided; and(iv)any other amount necessary to compensate Lessor for all the detriment proximately
<br /> caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom,
<br /> including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of
<br /> the Premises, reasonable attorneys' fees. and that portion of any leasing commission paid by Lessor in connection with this Lease applicable io the
<br /> unexpired term of this Lease. The worth at the time of award of the amount referred to in provision(iii)of the immediately preceding sentence shall be
<br /> computed by discounting such amount at the discount rate of the Federal Reserve Sank of the District within which the Premises are located at the time
<br /> of award plus one percent, Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover
<br /> any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer. Lessor
<br /> shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover
<br /> all or any part thereof in a separate suit, If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or
<br /> quit,or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. in such case.
<br /> the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently. and the failure of Lessee to cure the
<br /> Default within the greater of the two such grace periods shall constitute bath an unlawful detainer and a Breach of this Lease entitling Lessor to the
<br /> remedies provided for in this Lease and/or by said statute.
<br /> (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee
<br /> may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the
<br /> Lessor's interests,shall not constitute a termination of the Lessee's right to possession.
<br /> (a) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the
<br /> Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from
<br /> liability under any indemnity provisions of this tease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of
<br /> the Premises.
<br /> 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for
<br /> Lessee of any cash or other bonus,inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred
<br /> to as "Inducement Provisions",shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms- covenants and conditions
<br /> of[his Lease. Upon Breach of this Lease by Lessee,any such Inducement Provision shall automatically be deemed deleted from this Lease and of no
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<br /> INITIALS v INITIALS
<br /> ©1999-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-14-2113E
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