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13. Defaults; Remedies.
<br />13.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by
<br />Lessee:
<br />(a) The vacating or abandonment of the Premises by Lessee.
<br />(b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as andwhen.due,
<br />where such failure shall continue fora period of three days after written notice thereoffrom Lessor to Lessee. In the event that Lessor serves Lessee
<br />with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainerstatutessuch Notice to Pay Rent or Quit shall also constitute the notice
<br />required by this subparagraph.
<br />(c) The fail u re by Less" to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or perfoinned
<br />by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of 30 days after written notice thereof from
<br />Lessorto Lessee; provided, however, that if the nature of Lessee's default is such that more than 30 days are reasonably required for its cure, then
<br />Lessee shall not be deemed to be in default if Lessee commenced such cure within said 30-day period and thereafter diligently prosecutes such
<br />cure to completion.
<br />(d) (i) The making by Lessee of any general arrangement or assignment forthe benefit of creditors; (ii) Lessee becomes a "debtor" as
<br />defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60
<br />days); (III) the appointment of a trustee or receiverto take possession ofsubstantially all of Lessee's assets located at the Premises or of Lessee7s
<br />interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of
<br />substantially all of Lessee's assets located at the Prem Ises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days.
<br />Provided, however, in the event that any provision of this paragraph 13.1(d) is contrary to any applicable law, such provision shall be of no force
<br />or effect.
<br />(a) The discovery by Lessor that any it nancfal statement given to Lessor by Lessee, any assignee of Lessee, any su btenant of Lessee, any
<br />successor in interest of Lessee Or any guarantor of Lessee's obligation hereunder, and any of them, was materially false.
<br />132 Remedies. In the event of any such material default or breach by Lessee, Lessor may at any time thereafter, with or without notice or
<br />demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach:
<br />(a) Terminate Lessee's right to possession ofthe Premises by any lawful means, in which case this Lease shall terminate andLesseeshal;
<br />immediately surrender possession of the premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by
<br />Lessor by reason ofLessee's default including, but not limited to, the cost of recovering possession of the Premises; expenses of reiefting, including
<br />necessary renovation and alteration of the Premises, reasonable attorney's fees, and any real estate commission actually paid; the worth atthe time
<br />of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award
<br />exceeds the amount of such rental loss forthe same period that Lessee proves could be reasonably avoided; that portion ofthe leasing commission
<br />paid by Lessor pursuant to Paragraph 15 applicable to the unexpired term of this Lease.
<br />(b) Maintain Lessee's right to possession in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the
<br />Premises. In such event Lessorshall be entitled to enforce al I of Lessors rights and remedies under this Lease, including the right to recoverthe rent
<br />as it becomes due hereunder.
<br />(c) Pursue any other remedy now or hereafteravailableto Lessor underthe laws arjudicial decisions ofthe state wherein the Premises are
<br />located. Unpaid installments of rent and other unpaid monetary obligations of Lessee underthe terms of this Lease shall bear interestfrom the date
<br />due at the maximum rate then allowable by law.
<br />13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time,
<br />but in no event laterthan thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage ordeed of trust covering the
<br />Premises whose name and addressshall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such
<br />obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then
<br />Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter diligently prosecutes the some to
<br />completion.
<br />13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due hereunder will cause
<br />Lessorto incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are
<br />not limited to, processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage ortrust deed
<br />covering the Premises. Accordingly, if any installment of rent orany othersum due from Lessee shall not be received by Lessoror Lessors designee
<br />within ten (10) days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge
<br />equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor
<br />will 'Incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's default
<br />with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. In the event that a
<br />late charge is payable hereunder, whether or not collected, forth ree (3) consecutive installments of rent, then rent shall automatically become due
<br />and payable quarterly in advance, rather than monthly, notwithstanding paragraph 4 or any other provision of this Lease to the contrary.
<br />13.5 Impounds. In the event that a late charge is payable hereunder, whether or not collected, for three (3) installments of rent or any other
<br />monetary obligation of Lessee underthe terms of this Lease, Lesseeshal I pay to Lessor, if Lessorshall so request. in addition to any other payments
<br />required underthis Lease, a monthly advance installment, payable at the same time as the monthly rent, as estimated by Lessor, for real property tax
<br />and insurance expenses on the Premises which are payable by Lessee under the terms of this Lease. Such fund shall be established to insure
<br />payment when due, before delinquency, of any or all such real property taxes and insurance premiums. If the amounts paid to Lessor by
<br />Lessee underthe provisions of this paragraph are insufficientto discharge the obligations of Lessee to pay such real property taxes and insurance
<br />premiums as the same becomedue, Lessee shall payto Lessor, upon Lessors demand, such additional sums necessaryto paysuch obligations. All
<br />moneys paid to Lessor underthis paragraph may be intermingled with other moneys of Lessor and shalt not bear interest. In the event of a default in
<br />the obligations of Lessee to perform underthis Lease, then any balance remaining from funds paid to Lessor underthe provisions of this paragraph
<br />may, at the option of Lessor, be applied to the payment of any monetary default of Lessee in lieu of being applied to the payment of real propertytax
<br />and insurance premiums.
<br />14. Condemnation. Ifthe Premises or any portion thereof are taken under the power of eminent domain, orsold u nderthe threat of the exercise of
<br />said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning
<br />authority takes title or possession, whichever first occurs. If more than 10%of the floorarea of the building on the Premises, or more than 25%of the
<br />land area of the Premises which is not occupied by any building, is taken by condemnation, Lessee may, at Lessee's option, to be exercised in
<br />writing only within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within ten (10)
<br />days after the condemning authority shelf have taken possession) terminate this Lease as of the date the condemning authority takes such
<br />possession. If Lessee does not terminate this Lease in accordancewith the foregoing, this Lease shall remain in full force and effect as to the portion
<br />of the Premises remaining, except that the rent shall be reduced in the proportion that the floor area of the building taken bears tothe total floor area
<br />of the building situated on the Premises. No reduction of rent shall occur if the only area taken is that which does not have a building located
<br />thereon. Any award forthe taking of all or any part of the Premises underthe power of eminent domain or any payment made under threat of the
<br />exercise of such powershall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold
<br />or for the taking of the fee, ores severance damages; provided, however, that Lessee shall be entitled to any award for loss of or damageto Lessee s
<br />trade fixtures and removable personal property. In the event that this Lease is not terminated by reason of such condemnation, Lessor shall to the
<br />extent of severance damages received by Lessor in connection with such condemnation, repair any damage to the Premises caused by such
<br />condemnation except to the extent that Lessee has been reimbursed therefor bythe condemning authority_ Lessee shall pay any amount in excess
<br />of such severance damages required to complete such repair.
<br />15. Broker's Fee. None(a) Upon execution of this Lease by both parties, Lessor shall pay to
<br />Licensed real estate
<br />broker(s), a fee as set forth in a separate agreement between Lessor and said broker(s), or in the event there is no separate agreement between
<br />Lessor and said broker(s), the sum of $ , for brokerage services rendered by said broker(s) to Lessor in this transaction.
<br />(b) Lessor further agrees that if Lessee exercises any Option as defined in paragraph 39.1ofthisLease, which isgranted toLessee under
<br />this Lease, or any subsequently granted option which is substantially similar to an Option granted to Lessee underthis Lease, or if Lessee acquires
<br />any rights to the Premises or other premises described in this Lease which are substantially similar to what Lessee would have acquired had an
<br />Option herein granted to Lessee been exercised, or if Lessee remains in possession of the Premises after the expiration of the term of this Lease
<br />after having failed to exercise an Option, or if said broker(s) are the procuring cause of any other lease or sale entered into between the parties
<br />pertaining to the Premises and/or any adjacent property in which Lessor has an interest, then as to any of said transactions, Lessor shall pay said
<br />broker(s) a fee in accordance with the schedule of said broker(s) In effect at the time of execution of this Lease.
<br />(c) Lessor agrees to pay said fee not only on behalf of Lessor but also on behalf of any person, corporation, association, or other entity
<br />having an ownership interest in said real property or any part thereof, when such fee is due hereunder. Any transferee of Lessors interest in this
<br />Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation underthis Paragraph 15.
<br />Said broker shall be a third party beneficiary of the provisions of this Paragraph 15.
<br />16. Estoppel Certificate.
<br />(a) Lessee shall at anytime upon not less than ten (10) clays'priorwritten notice from Lessor execute, acknowledge and deliver to Lessor a
<br />statement in writing (i) certifying thatthls Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and
<br />certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and
<br />(ti) acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if
<br />any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.
<br />(b) At Lessors option, Lessee's failure to deliver such statement within such time shall be a material breach of this.Lease or shall be
<br />conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor, (it) that there are
<br />no uncured defaults in Lessors performance, and (III) that not more than one month's rent has been paid in advance or such failure may be
<br />considered by Lessor as a default by Lessee under this Lease.
<br />Initials. ) +
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