Common use of Breaches and Remedies Clause in Contracts

Breaches and Remedies. 14.1 The occurrence of any of the following will be deemed to be a fundamental breach of the Agreement: 14.1.1 If the Tenant does not pay the Lease Fees within ten days from the date set forth in this Agreement for the payment thereof, after having received a warning of ten days from the Landlord for payment of the same, and has failed to make the payment. 14.1.2 If the Tenant does not make another payment applicable thereto under this Agreement, even after warning of 14 days from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in this agreement. 14.1.4 If a party breaches or does not fulfill any of its other obligations under this Agreement and does not remedy the breach within 14 days from the date on which it was given written warning to do so. 14.2 Upon the occurrence of one of the cases listed in this section above, the Landlord may, but is not required to, notify the Tenant of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid notice. 14.3 In the event of a fundamental breach of the Head Tenancy Agreement, by the Landlord only (for a reason dependent only on the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement), and which was not amended as required, it is hereby agreed that in such a case, the Tenant will be entitled to fulfill the Landlord’s obligations directly to the Owner (according to section 21.7 in the Head Tenancy agreement), and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without the parties having any claims and/or demands against each other; provided that the Tenant shall pay the Rent only according to this Agreement, such that the Owner shall receive the rent according to the Head Tenancy Agreement and the balance will be paid to the Landlord. 14.4 It is hereby agreed that any lien, encumbrance or any other legal restriction on usability, that is imposed on the Tenant or the Landlord with respect to the Tenancy, the fixtures, equipment or furniture, that is not removed within 45 days by the encumbered party, shall constitute a fundamental breach of this agreement, and shall entitle the non-breaching party all rights and remedies available to it under this Agreement, including without limitation, termination of this Agreement. The aforesaid shall apply to any bankruptcy, insolvency, liquidation, dissolution or winding up mutatis mutandis.

Breaches and Remedies. 14.1 The occurrence 37.1. A breach of this Agreement will be governed, in addition and subject to any special provision prescribed in the Agreement, by the provisions of the Contracts Law (Remedies for Breach of Contract), 5731-1970, subject to the provisions below of this section. 37.2. In any case where it is not determined otherwise in this Agreement, any breach by any of the parties of provisions of this Agreement, which is not rectified upon the demand of the aggrieved party in writing on the date stipulated in the aggrieved party’s notice, will constitute a material breach of the provisions of this Agreement, provided that the date stipulated in the notice will not be shorter than 14 days. 37.3. Moreover, without derogating from any other provision in the Agreement, it is hereby agreed that a breach of any of the following provisions listed below will be deemed a material breach: 37.3.1. A breach of any of the provisions of Sections 7, 11, 15, 16, 17, 20, 21, 22, 24.14, 25.6, 29, 30, 31, 33, 34, 34.1 or 36 of this Agreement will be deemed a material breach of this Agreement. 37.3.2. A delay in making any payment that the Company is obliged to pay -pursuant to the provisions of Chapter 3 of this Agreement, the chapter dealing with the terms and conditions of the lease - the Lessor, during a period not exceeding 10 days and/or such delay during a period exceeding 7 days but shorter than 10 days, as aforesaid, but this occurs more than once during any year of the lease (which will be counted from the date of commencement of the Lease Term onwards – in each time one complete calendar year). 37.4. Notwithstanding any provision in the Agreement in connection with the Lease Term and without derogating from what is stated above, the Lessor will be entitled to cancel this Agreement and to demand that the Company vacate the Leased Premises immediately (if they have already been delivered) by giving 30 (thirty) days’ prior notice (hereinafter: the “Cancellation Notice”), and to return the absolute possession of the Leased Premises (if delivered prior thereto to the Company) and to be paid from the Company out of the collateral listed in this Agreement in order to cover all the Lessor’s damages (subject to the forfeiture provisions as stated in this Agreement), in each of the following cases: 37.4.1. The Company has committed a fundamental material breach of the Agreement: 14.1.1 If the Tenant does Agreement that is not pay the Lease Fees rectified within ten 21 days from of the date set forth that it is demanded to do so in this Agreement writing by the Lessor. 37.4.2. An application has been filed against the Company in a competent court for its dissolution and/or to declare it bankrupt and/or to appoint to it a trustee and/or liquidator and/or provisional liquidator and/or official receiver (over it or over any of its main assets) and/or a special manager, and/or to stay proceedings against it and/or to impose an attachment over a significant part of its assets, which makes it difficult for the payment thereof, after having received a warning of ten days from the Landlord for payment of the same, and has failed Company to make the payment. 14.1.2 If the Tenant does not make another payment applicable thereto fulfill its obligations under this Agreement, even after warning and which order is not cancelled within 60 days. 37.4.3. The guarantee provided for the fulfillment of 14 this Agreement, if provided, is cancelled or declared by a competent court as null and void or invalid, in whole or in part, and the Company fails to furnish an alternative guarantee within 21 days of the date on which it received notice in writing from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 Lessor or any other fundamental breach mention in this agreement. 14.1.4 If a party breaches or does not fulfill any of its other obligations under this Agreement and does not remedy the breach within 14 days from the date on which it was given written warning to do sobecomes aware of this, whichever is the earlier. 14.2 Upon the occurrence of one 37.5. Without derogating from any relief that is available to any of the cases listed parties pursuant to this Agreement and/or in this section above, the Landlord may, but is not required to, notify the Tenant terms of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid notice. 14.3 In the event of a fundamental breach of the Head Tenancy Agreement, by the Landlord only (for a reason dependent only on the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement), and which was not amended as requiredany law, it is hereby agreed that in such a casethe event that either of the parties is obliged in terms of Chapter 3 of the Agreement – the chapter on terms and conditions of the lease – to pay an amount to any third party, and it fails to pay it on time, the Tenant other party will be entitled to fulfill pay the Landlord’s obligations directly amount instead of the liable party, provided that it gives the liable party 7 days’ prior notice of its intention to do so. In such case, the liable party will be obliged to pay the paying party the amount that is paid by it, as aforesaid, together with Arrear Interest, and this will not derogate from what is stated anywhere else in this Agreement. What is stated in this subsection shall not derogate from the responsibility of the liable party to make the payment that applies to it by itself. 37.6. In the event that either of the parties pays a third-party Arrear Interest and/or fine because of a delay of the other party in making a payment, the aforesaid Arrear Interest and fine will be deemed part of the debt that the liable party is obliged to repay to the Owner (entitled party, and this will not derogate from any other relief conferred on the entitled party pursuant to this Agreement and/or in terms of the law. 37.7. Without detracting from any relief that is available to the parties pursuant to this Agreement and/or according to section 21.7 in the Head Tenancy agreement)any law, and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without any amount that either of the parties having any claims and/or demands against each other; provided is obliged to pay to the other party in connection with this Agreement, including – but without derogating from the generality of the foregoing – Rent that the Tenant shall Company is required to pay and other payments for which the Rent only according parties are liable pursuant to this Agreement, such that and which have not been paid on time, will bear Arrear Interest from the Owner shall receive date specified for payment thereof, up until the rent according date of actual payment thereof, subject to the Head Tenancy Agreement and other provisions of this Agreement. The parties hereby agree that confirmation by Bank Leumi LeIsrael Ltd (or the balance will be paid bank that provides bank finance to the LandlordLessor for the purpose of the Project), about the interest rates for the purpose of this Agreement, will constitute adequate proof of the rate of such interest. 14.4 37.8. It is hereby agreed that any liendelay in payment that either of the parties is required to pay pursuant to this Agreement, encumbrance or any other legal restriction on usabilityof up to 7 days, that is imposed on the Tenant or the Landlord with respect to the Tenancy, the fixtures, equipment or furniture, that is will not removed within 45 days by the encumbered party, shall constitute a fundamental material breach of this agreement, Agreement and shall will not entitle the non-breaching aggrieved party all rights and remedies available to it under this Agreementreceive Arrear Interest, including without limitationsubject to what is stated in Section 37.3.2 above. Notwithstanding what is stated above, termination in the event of this Agreement. The aforesaid shall apply to any bankruptcya recurring delay within the lease year, insolvency, liquidation, dissolution or winding up mutatis mutandisthe party in arrears will pay such interest from the first day.

Breaches and Remedies. 14.1 a. The occurrence Contracts (Remedies by reason of Breach of Contract) Law, 5731-1970, will apply to a breach of this Contract by either of the parties. b. The Tenant hereby agrees that if it has committed a fundamental breach of this Contract and/or any of the following terms thereof, after the Tenant has been given 14 days notice to rectify the breach and the Tenant has failed to rectify such breach within such period, the Landlord will be entitled to rescind this Contract and demand the surrender and exclusive possession of the Premises from the Tenant and the Tenant undertakes to respond to this demand within 14 days, remove the equipment, employees and representatives from the Premises and to the extent it fails to do so, the Landlord will be entitled to act in accordance with this Contract or in accordance with the law. Without derogating from the foregoing, each of the following events will be deemed to confer upon the Landlord the right to terminate the tenancy hereunder, demand the immediate vacation of the Premises by the Tenant and recoup payment from the Tenant by such legal method as is conferred upon it, including by way of realizing the collateral mentioned in clause 20, to cover all the Landlord’s damages deriving from the Premises: (1) The Tenant commits a breach of one or more of its undertakings under this Agreement which breach is described as or is deemed to be a fundamental breach of the Agreement: 14.1.1 If the Tenant does not pay the Lease Fees within ten days from the date set forth in this Agreement for the payment thereof, after having received a warning of ten days from the Landlord for payment of the same, and has failed to make the payment. 14.1.2 If the Tenant does not make another payment applicable thereto under this Agreement, even after warning of 14 days from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in this agreement. 14.1.4 If a party breaches or does not fulfill any of its other obligations under this Agreement and does such breach is not remedy the breach cured within 14 days from of written notice to the date on which it was given written warning Tenant to do so. 14.2 Upon , or, in the occurrence case of one of the cases listed in this section abovea breach other than a fundamental breach, the Landlord may, but is same has not required to, notify been cured within 30 days of written notice having been given to the Tenant of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid notice.Tenant; 14.3 (2) In the event of a fundamental breach of the Head Tenancy Agreement, by the Landlord only (for a reason dependent only on the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement), and which was not amended as required, it is hereby agreed that in such a case, the Tenant will be entitled to fulfill the Landlord’s obligations directly to the Owner (according to section 21.7 in the Head Tenancy agreement), and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without the parties having any claims and/or demands receivership order being granted against each other; provided that the Tenant shall pay the Rent only according to this Agreement, such that the Owner shall receive the rent according to the Head Tenancy Agreement and the balance will be paid to the Landlord. 14.4 It is hereby agreed that any lien, encumbrance or any other legal restriction on usability, that is imposed on the Tenant or winding-up proceedings being commenced against the Landlord with respect to Tenant by either the Tenancy, the fixtures, equipment Tenant or furniture, that is not removed within 45 days by the encumbered any third party, shall constitute a fundamental breach and such proceedings are not vacated within 90 days; (3) Any execution proceedings have been taken against the Tenant that prevent the Tenant from performing the conditions of this agreement, and such proceedings are not vacated within 90 days; (4) A trustee will be appointed for the Tenant and/or a receiver over all or any part of its property and such appointment will not be removed within 60 days; (5) A petition for stay of proceedings is filed against the Tenant and such petition has not been vacated within 50 days. (6) Any judicial closure order is issued for the Tenant’s business at the Premises for reasons deriving from the Tenant and which did not result from the Landlord, and such order is not vacated within 90 days of being issued. (7) The Tenant has abandoned the Premises or terminated the use thereof for a period exceeding 30 consecutive days for any reason related to the Tenant and has failed to perform its undertakings hereunder, including payment of Rent and Maintenance Fees. c. Nothing contained in this clause shall entitle derogate from the non-breaching party all Landlord’s rights and remedies available to it under this Agreement, including without limitation, termination of this Agreement. The aforesaid shall apply to any bankruptcy, insolvency, liquidation, dissolution or winding up mutatis mutandisContract and/or at law.

Breaches and Remedies. 14.1 27.1 The occurrence Contracts Law (Remedies for Breach of Contract), 5731-1970 shall apply to a breach of this agreement, even in those instances where specific remedies or measures are conferred by this agreement for the breach, without derogating from the provisions of this agreement or the provisions of any law. 27.2 Moreover, the tenant waives all rights of offsetting or claims of offsetting against the landlord and/or the management company relating to sums owed from him to the landlord and/or the management company pursuant to this agreement and the management contract. 27.3 Without derogating from any other measure and in addition to any right of the landlord derived from this agreement and any relevant law, the landlord is entitled to revoke the agreement, notwithstanding any provision about the tenancy period and the tenant shall be obliged in this instance to vacate the premises immediately or on the date determined by the landlord and restore the premises to the landlord as provided by this agreement, in each of the following will be deemed to be instances: 27.3.1 The tenant commits a fundamental breach of this agreement. 27.3.2 The tenant breaches the Agreement:agreement or a provision thereof that is not a fundamental breach and fails to rectify the breach within 7 days of the date when he received notice of such from the landlord. 14.1.1 If 27.3.3 The tenant repeatedly breaches the Tenant does agreement or a provision thereof that is not pay a fundamental breach. 27.3.4 An application is filed with a court for the Lease Fees dissolution of the tenant, or to pronounce that he is bankrupt, to appoint a trustee, liquidator, interim liquidator, pre liquidator, a receiver for a substantial part of his assets, for him, an application for an order pursuant to article 233 of the Companies Law [New Version], or for the placement of a lien on a substantial part of his assets and an order was issued pursuant to the application or that the application was not rescinded or dismissed within ten 45 days from the date set forth it was filed with the court. 27.4 If the agreement was revoked by the landlord as described above, in this Agreement addition to any other provision relating to the evacuation of the premises and its return to the landlord, the following provisions will apply: 27.4.1 The landlord shall have the right to place a lien on the equipment and inventory of the tenant to secure the payment of any sum and/or compensation owed to the landlord and/or the management company related to the agreement and/or the breach thereof. 27.4.2 The landlord may disconnect the premises form the electric power, water supply, the telecommunications network, and from any other service or other system to which the premises is connected and/or which operates on the premises. 27.4.3 The landlord may prevent the tenant or anyone acting on his behalf from entering the premises, every section of the project including the parking lots and public spaces, except for the payment thereof, purpose of evacuating the premises and returning it to the landlord. 27.4.4 The tenant will pay the landlord fixed damages in the amount of rental fees owed by the tenant to the landlord pursuant to this agreement for the month that preceded the breach multiplied by four without the need for any proof of damages. The parties state that this compensation was fixed after having received a warning of ten days from the Landlord for payment an assessment was made of the same, amount of damage that could be caused to the landlord as a result of a breach of the agreement by the tenant and has failed to make its revocation. Nothing in the payment. 14.1.2 If the Tenant does not make another payment applicable thereto under this Agreement, even after warning of 14 days foregoing shall detract from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in right available to the landlord by law and/or this agreement. 14.1.4 If a party breaches or does not fulfill 27.5 In the event that the tenant is late in paying any sum which he must make pursuant to this agreement to the landlord and/or the management company this payment shall bear arrears interest as provided herein: 27.5.1 The tenant will pay the landlord and/or the management company as the case may be, arrears interest on the amount in arrears at the rate practiced in Bank Leumi of its other obligations under this Agreement and does not remedy Israel Ltd. for unauthorized overdrafts in regular debit accounts, the breach within 14 days interest shall be calculated for the period from the date day on which it the tenant was given written warning to do sopay the amount in arrears until the date of actual payment. 14.2 Upon 27.5.2 If the occurrence arrears deals with a payment of one an amount that was paid by the landlord and/or the management company to a third party instead of the cases listed tenant and which the tenant was to pay to the third party, the interest will be calculated for the period from the day the landlord and/or the management company paid the sum in arrears to the third party until reimbursement by the tenant. If the landlord and/or the management company paid the third party interest and/or an arrears fine due to the delay of the tenant in paying, the interest and/or arrears fine will be calculated as part of the principal debt which the tenant must reimburse the landlord and/or the management company, as the case may be. 27.5.3 If the tenant is late in the payment of any sum which he is obligated to pay the landlord and/or the management company in accordance with this agreement, each amount paid by the tenant shall first be credited to the interest and then the principal. If the collection of such amount involves costs and/or legal fees for the landlord and/or the management company, any amount paid as stated shall first be credited to pay the costs and/or legal fees and afterward credited according to the aforementioned order. 27.5.4 The payment of interest in accordance with this section shall not detract from the right of the landlord and/or the management company to any other measure fixed in this section above, the Landlord may, but is not required to, notify the Tenant of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon agreement and/or by law. The receipt of the aforesaid noticeinterest shall not be construed as a waiver by the landlord and/or the management company of any other measure and/or any infringement of any right conferred upon them pursuant to this agreement and/or by relevant law. 14.3 In 27.5.5 Repeated tardiness, that exceeds 7 (seven) business days, in the event making of a fundamental breach of any payment which the Head Tenancy Agreement, by the Landlord only (for a reason dependent only on the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement), and which was not amended as required, it tenant is hereby agreed that in such a case, the Tenant will be entitled obligated to fulfill the Landlord’s obligations directly pay to the Owner (according to section 21.7 in landlord and/or the Head Tenancy agreement), and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without the parties having any claims and/or demands against each other; provided that the Tenant shall pay the Rent only according management company pursuant to this Agreement, such that the Owner agreement shall receive the rent according to the Head Tenancy Agreement and the balance will be paid to the Landlord. 14.4 It is hereby agreed that any lien, encumbrance or any other legal restriction on usability, that is imposed on the Tenant or the Landlord with respect to the Tenancy, the fixtures, equipment or furniture, that is not removed within 45 days by the encumbered party, shall constitute deemed a fundamental breach of this agreement, conferring upon the landlord all the relief that is conferred upon it by this agreement and shall entitle by law in respect to a fundamental breach of the non-breaching party all rights and remedies available to it under this Agreement, including without limitation, termination of this Agreement. The aforesaid shall apply to any bankruptcy, insolvency, liquidation, dissolution or winding up mutatis mutandisagreement.

Breaches and Remedies. 14.1 17.1 The occurrence provisions of the Contracts Law (Remedies for Breach of Contract), 5731-1970, shall apply to the parties and to the Contract. 17.2 If the Lessor has paid any payment the obligation for payment of which is imposed on the Lessee by virtue of the provisions of any law or by virtue of the following provisions of the Contract, the Lessee will be obliged to refund to the Lessor the amount that was paid together with linkage differentials to the index, and together with penalty interest as specified in Clause 17.3 below. If the Lessor has made payment in respect of the Lessee’s default of a penalty for arrears or interest to a third party, the interest and the penalty will be deemed to be part of the debt. 17.3 If the Lessee defaults in any payment it is obliged to pay the Lessor in accordance with this Contract, the Lessee shall pay the Lessor penalty interest on the amount in default at the rate prevailing from time to time at Bank Leumi le-Israel B.M. on unauthorized excesses in revolving current credit accounts. The interest will be calculated from the day on which the Lessee was obliged to pay the amount that is in arrears and up to the date of actual payment. 17.4 In the event that the Lessee commits a fundamental breach of the AgreementContract in its entirety or any of the clauses hereof and fails to rectify the breach within 7 days after being called upon in writing to do so, and in every case in which the Lessee has not made payment on due date of the Rentals and/or any moneys and/or expenses and/or taxes and/or amounts and/or other payments that are due from it pursuant to this Contract, and in each of the cases mentioned in Clause 17.5 or Clause 17.6 below, the Lessor may, without prejudice to any other rights conferred on it according to law and/or in accordance with this Contract, cancel the Contract at such time as the Lessor shall specify. 17.5 In each of the following cases the Lessor will be entitled, without prejudice to its remaining rights under this Contract, to enter the Leased Premises, with or without the Lessee’s consent, in the course of opening of locks and replacing them with others and in the course of using a reasonable degree of force and obtaining possession of the Leased Premises unconditionally: 14.1.1 17.5.1 If the Tenant does Lessee is in default for more than 14 days in the payment of Rentals, and/or 17.5.2 If a provisional and/or permanent receivership order is granted in respect of the Lessee’s property and is not pay the Lease Fees set aside within ten 30 days from the date set forth in this Agreement for the payment thereofit was granted, after having received a warning of ten days from the Landlord for payment of the same, and has failed to make the payment.and/or 14.1.2 If the Tenant does not make another payment applicable thereto under this Agreement, even after warning of 14 days from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in this agreement. 14.1.4 17.5.3 If a party breaches receivership order or does a bankruptcy order or a liquidation order, as the case may be, is granted and is not fulfill any of its other obligations under this Agreement and does not remedy the breach set aside within 14 30 days from the date on which it was given written warning granted, and/or 17.5.4 If execution office proceedings are commenced against the Lessee and/or against the guarantor under the promissory note and/or the Contract which in the opinion of the Lessor is likely to do soaffect the fulfillment of the Lessee’s obligations in accordance with this Contract, in whole or in part, and such proceedings are not cancelled or set aside within 30 days. 14.2 Upon the occurrence of one 17.6 Each of the cases listed conditions set forth in Clauses: 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15 is hereby delineated by the parties as being a basic and fundamental term and condition going to the root of this section aboveAgreement, the Landlord may, but is not required to, notify the Tenant breach of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid notice. 14.3 In the event of shall constitute a fundamental material breach of the Head Tenancy Agreement. 17.7 If a receivership order, by or a bankruptcy order, or a liquidation order is granted against any of the Landlord only (guarantors for a reason dependent only on the Landlord or his behalf Contract and in no way connected the promissory note, the Lessee undertakes that it will immediately substitute the guarantor with a breach new guarantor to the satisfaction of the Tenant under this agreement), and which was not amended as required, it is hereby agreed that in such a case, the Tenant will be entitled to fulfill the Landlord’s obligations directly to the Owner (according to section 21.7 in the Head Tenancy agreement), and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without the parties having any claims and/or demands against each other; provided that the Tenant shall pay the Rent only according to this Agreement, such that the Owner shall receive the rent according to the Head Tenancy Agreement and the balance will be paid to the LandlordLessor. 14.4 It is hereby agreed that any lien, encumbrance or any other legal restriction on usability, that is imposed on the Tenant or the Landlord with respect to the Tenancy, the fixtures, equipment or furniture, that is not removed within 45 days by the encumbered party, shall constitute a fundamental breach of this agreement, and shall entitle the non-breaching party all rights and remedies available to it under this Agreement, including without limitation, termination of this Agreement. The aforesaid shall apply to any bankruptcy, insolvency, liquidation, dissolution or winding up mutatis mutandis.

Breaches and Remedies. 14.1 The occurrence of any of 16.1 In connection with all payments that the following will be deemed to be a fundamental breach of the Agreement: 14.1.1 If the Tenant does not pay the Lease Fees within ten days from the date set forth in this Agreement for the payment thereof, after having received a warning of ten days from the Landlord for payment of the same, and has failed parties are required to make the payment. 14.1.2 If the Tenant does not make another payment applicable thereto under in relation with this Agreement, even after warning of 14 days from the Landlord for payment thereof, and has failed if any party breaches to make a payment to the paymentother party, the amounts not paid shall generate, until paid in full, an annual interest rate equal to the Libor Rate times 2, when the amount due is in dollars and an annual interest rate equal to the Interbank Equilibrium Interest rate times 2, when the amount due is in pesos. In the event that any due amounts remain unpaid for a period of thirty (30) days after due, then affected party may, at its sole and absolute discretion and in addition to the rest of its rights and remedies in herein, terminate any and all obligations derived from this Agreement without the need of a previous court order. 14.1.3 A breach by any party hereto 16.2 Regarding the rest of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in this agreement. 14.1.4 If a party breaches or does not fulfill any of its other obligations under this Agreement and does not remedy the breach within 14 days from the date on which it was given written warning to do so. 14.2 Upon the occurrence of one of the cases listed in this section above, the Landlord may, but is not required to, notify the Tenant of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid notice. 14.3 In the event of a fundamental breach of the Head Tenancy Agreement, by the Landlord only (for a reason dependent only on the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement), and which was not amended as required, it is hereby agreed that in such a case, the Tenant will be entitled to fulfill the Landlord’s obligations directly to the Owner (according to section 21.7 in the Head Tenancy agreement), and under such circumstances, the Head Tenancy Agreement and this Agreement will remain in force without the parties having any claims and/or demands against each other; provided that the Tenant shall pay the Rent only according to this Agreement, such that the Owner shall receive the rent according if Maxcom breaches to the Head Tenancy Agreement and the balance will be paid to the Landlord. 14.4 It is hereby agreed that any lien, encumbrance or comply with an obligation of any other legal restriction on usabilitykind and such failure continue during a period of more than thirty (30) days after Bestel has given a written notice to Maxcom about such failure, that is imposed on the Tenant or the Landlord Maxcom shall be in default in accordance with respect to the Tenancy, the fixtures, equipment or furniture, that is not removed within 45 days by the encumbered party, shall constitute a fundamental breach of this agreement, and shall entitle the non-breaching party all rights and remedies available to it under this Agreement, unless Maxcom has corrected the breach or such breach was waived in writing by Bestel within such thirty (30) days period. Maxcom will be in default in accordance with this Agreement (a) automatically at the moment when Maxcom executes a general assignment of assets for the benefig of its creditors, if Maxcom is in any event of the Mexican Bankruptcy Law; or (b) if a petition for bankruptcy has been presented against Maxcom and such petition was not overruled within a period of one hundred and twenty (120) days. Unless otherwise specified in this Section, when there is a breach by Maxcom and, after Bestel has provided a written notice, Bestel may (a) initiate the legal actions that may be required to correct the breach and recuperate from Maxcom all the cost English Translation associated with the correction of such breach, including without limitation, termination the rescission of this Agreement, without the need of a prior court order and/or (b) obtain any legal remedies that he might be entitled to obtain in accordance with applicable law in connection with such breach. 16.3 In connection with Bestel's obligations in accordance with this Agreement, in the event that Bestel breaches any obligation hereof and if such breach persists for more than thirty (30) days after Maxcom has given a written notice to Bestel about such failure, Bestel shall be in default in accordance with this Agreement, unless Bestel has corrected the breach or such breach was waived in writing by Maxcom within such 30 day period, provided, however, that when the breach may not be reasonably cured within such 30 day period, if Bestel proceeds to cure such breach and continues to follow up on the correction with due diligence, the period for such cure shall be extended as required, provided, further, that if Bestel certifies in good faith to Maxcom in writing that the breach has been cured, such breach shall be considered cured, unless Maxcom notifies otherwise to Bestel within fifteen (15) days after receiving Bestel's notice. Bestel will be in default in accordance with this Agreement (a) automatically at the moment when Bestel executes a general assignment of assets for the benefit of its creditors, if Bestel is in any event of the Mexican Bankruptcy Law; or (b) if a petition for bankruptcy has been presented against Bestel and such petition was not overruled within a period of one hundred and twenty (120) days. Unless otherwise specified in this Section, when there is a breach by Bestel and, after Maxcom has provided a written notice, Maxcom may (a) initiate the legal actions that may be required to correct the breach and recuperate from Bestel all the cost associated with the correction of such breach, including the rescission of this Agreement, without the need of a prior court order and/or (b) obtain any legal remedies that he might be entitled to obtain in accordance with applicable law in connection with such breach. Notwithstanding anything to the contrary in this Agreement, in the event of i) the rescission of the Bestel/FNM Agreement for causes imputable to Bestel and/or ii) by reason of such breach of Bestel, Maxcom may be impeded to use the Fiber System in the agreed upon terms of this Agreement, Bestel shall be responsible for the payment of any Losses suffered by Maxcom, the same that in no event shall be inferior to US$2,000,000 (Two Million Dollars and 00/100), currency of the United States of America. The aforesaid parties agree that there shall apply to any bankruptcyexist a breach by one of the parties, insolvencyin accordance with the foregoing, liquidation, dissolution or winding up mutatis mutandisonly in the case the breach actually affects the rights of the other party.

Breaches and Remedies. 14.1 The occurrence 22.1 A breach of any of the following terms of this Agreement will grant the upholding party (the party that is not in breach) with all of the remedies and reliefs granted thereto under the Contracts Law (Remedies for Breach of Contract), 5731-1970 in addition to any remedies and reliefs granted thereto under the provisions of this Agreement. 19902/3/1746280v1 22.2 Without derogating from the generality of the above, the Lessor may terminate this Agreement and remove the Lessee from the Leasehold with notice of 30 days, which will be deemed provided in addition to be a fundamental breach of the Agreementfollowing dates: 14.1.1 If 22.2.1 The Lessee has not paid the Tenant does not pay Lessor or the Lease Fees Management Company (or both) on any payment date applicable thereto under this Agreement and under the Management Agreement (as applicable), and within ten 14 days from the date set forth in this Agreement for the payment thereof, after having received on which it receives a written warning of ten days from the Landlord for payment of the same, and has failed to make the payment. 14.1.2 If 22.2.2 The Lessee has violated any of the Tenant does not make another payment applicable thereto under provisions of Sections 7, ‎8.4,‎10, ‎11, ‎13,‎14.4,, ‎17, 21 and ‎23 of this Agreement, even after warning of 14 days from the Landlord for payment thereof, and has failed to make the payment. 14.1.3 A breach by any party hereto of its obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16 or any other fundamental breach mention in this agreement. 14.1.4 If a party breaches or does not fulfill any of its other obligations under this Agreement and does not remedy the breach within 14 days from the date on which it was given written warning Lessor’s warning, and in the case of a repeated breach, within seven days from the Lessor’s warning. 22.2.3 The Lessee has breached any other condition of this Agreement and has not remedied the breach within 14 days from being requested in writing to do so. 14.2 Upon 22.2.4 The Lessee has resolved to voluntarily liquidate. 22.2.5 A motion to liquidate has been filed against the occurrence Lessee, for the appointment of one a receiver, or a receiver or liquidator has been appointed, whether temporary or permanent, and the grounds for the appointment as stated is insolvency of the cases listed in this section above, the Landlord may, but Lessee and a request or appointment as stated is not required to, notify the Tenant of the termination of its lease right, in which case the Tenant will be required to vacate the Tenancy upon receipt of the aforesaid noticeterminated within 90 days. 14.3 22.3 In the event of a fundamental breach that the Lessee does not vacate the Leasehold as stated in this Agreement, without derogating from any right of the Head Tenancy AgreementLessor in accordance with this Agreement and under law, the Lessor may, whether on its own or through a receiver appointed at its request, receive possession of the Leasehold, gather the Lessee’s belongings, remove them from the Leasehold and receive possession of the Leasehold. The expenses for the appointment of the receiver and its wages will be borne by the Landlord only (for a reason dependent only on Lessee alone. The Lessee may receive the Landlord or his behalf and in no way connected with a breach of the Tenant under this agreement)property, and which was not amended as required, it is hereby agreed that in such a casehowever, the Tenant Lessor will be entitled to fulfill delay them until the Landlordclearance of the Lessee’s obligations directly debts towards it, including debts under the provisions of this section. The expenses for the storage of the property will be borne by the Lessee, and for the avoidance of doubt, the Lessor will not be responsible for the state of the property that it delays. At the end of 60 days from the removal of the property from the Leasehold, the Lessor may sell it and make use of the consideration from the sale to cover the losses incurred. The balance, if any, will be transferred to the Owner Lessee. 22.4 In any event of failure to vacate the Leasehold on the date of the Lease Term or prior thereto (according to section 21.7 in if the Head Tenancy agreementLease Agreement is lawfully terminated), and the Lessor will be entitled, without derogating from its right to any remedy available thereto under such circumstances, the Head Tenancy provisions of this Agreement and this Agreement any law, immediately discontinue the supply to the Lessee and Leasehold of electricity, water, air conditioning, and any other services, in whole or in part, at its discretion, and the Lessee will remain not have any 19902/3/1746280v1 claim or demand in force without connection with the parties having any claims and/or demands against each other; provided that same. In order to execute the Tenant shall pay the Rent only according to provisions of this Agreement, such that the Owner shall receive the rent according Lessor may provide suitable instructions to the Head Tenancy Agreement Management Company and the balance will be paid Lessee hereby provides an irrevocable instruction to the LandlordManagement Company to act in accordance with the instructions of the Lessor under the aforesaid circumstances. 14.4 It is hereby agreed that any lien, encumbrance or any other legal restriction on usability, that is imposed on the Tenant or the Landlord with respect to the Tenancy, the fixtures, equipment or furniture, that is not removed within 45 days by the encumbered party, shall constitute a fundamental breach of this agreement, and shall entitle the non-breaching party all rights and remedies available to it under this Agreement, including without limitation, termination of this Agreement. The aforesaid shall apply to any bankruptcy, insolvency, liquidation, dissolution or winding up mutatis mutandis.