Common use of SUBTENANT’S DEFAULT Clause in Contracts

SUBTENANT’S DEFAULT. The occurrence of any one or more of the following shall constitute a default hereunder by Subtenant: (i) failure to pay Monthly Base Rent or any Additional Rent when due, if the failure continues for five (5) business days after written notice of non-payment has been received by Subtenant from Sublandlord; (ii) failure to perform any other provision of the Master Lease or this Sublease, if such failure to perform is not cured within thirty (30) business days after written notice has been received by Subtenant from Sublandlord, provided that, if the failure cannot reasonably be cured within such thirty (30) business day period, Subtenant shall not be in default of this Lease if Subtenant commences to cure the failure within the thirty (30) business day period and diligently and in good faith continues to prosecute such cure to completion; or (iii) If any proceeding shall be instituted by or against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant shall make an assignment for the benefit of creditors, or if Subtenant’s interest herein shall be sold under execution or other legal process, or if a trustee in bankruptcy or a receiver is appointed for Subtenant. Subtenant shall not be deemed to be in default under this Sublease by virtue of any default of Sublandlord under the Master Lease unless such default of Sublandlord was caused in whole or in part by the default of Subtenant under this Sublease.

SUBTENANT’S DEFAULT. The occurrence (a) If at any time subsequent to the date of this Sublease any one or more of the following events (herein referred to as a “Default of Subtenant”) shall constitute a default hereunder by Subtenanthappen: (i) failure Subtenant shall fail to pay Monthly Base Rent the Basic Rent, Escalation Charges or any Additional Rent additional charges hereunder when due, if the due and such failure continues shall continue for five (5) business days full Business Days after written notice of non-payment has been received by to Subtenant from Sublandlord;Sublandlord (“Monetary Default”); or (ii) failure Subtenant shall neglect or fail to perform or observe any other provision of covenant herein contained on Subtenant’s part to be performed or observed and Subtenant shall fail to remedy the Master Lease or this Sublease, if such failure to perform is not cured same within thirty (30) business days after written notice has been received by to Subtenant from Sublandlordspecifying such neglect or failure, provided that, or if the such failure is of such a nature that Subtenant cannot reasonably be cured remedy the same within such thirty (30) business day period, Subtenant shall not be in default of this Lease if Subtenant commences fail to cure commence promptly to remedy the failure within the thirty (30) business day period same and diligently and in good faith continues to prosecute such cure remedy to completioncompletion with diligence and continuity; or (iii) If any proceeding Subtenant’s leasehold interest in the Subleased Premises shall be instituted taken on execution or by or other process of law directed against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant; or (iv) Subtenant shall make an assignment for the benefit of creditorscreditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Subtenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (v) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Subtenant; or (vi) A petition shall be filed against Subtenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Subtenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Subtenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (vii) Subtenant’s interest herein shall be sold under execution or failure to perform timely and subject to any cure periods any other legal process, or if a trustee in bankruptcy or a receiver is appointed for Subtenant. Subtenant shall not be deemed to be in default under material provision of this Sublease by virtue of any default of Sublandlord under or the Master Lease unless as incorporated herein. (c) For purposes of clause (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Subtenant, or the entry of an order for relief against Subtenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C Sec. 101, et seq. If an Event of Bankruptcy occurs, then the trustee of Subtenant’s bankruptcy estate or Subtenant as debtor-in-possession may (subject to final approval of the court) assume this Sublease, and may subsequently assign it, only if it does the following within 60 days after the date of the filing of the voluntary petition, the entry of the order for relief (or such default additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original 60-day period): (i) file a motion to assume the Sublease with the appropriate court; (ii) satisfy all of the following conditions, which Sublandlord was caused in whole or in part by the default and Subtenant acknowledge to be commercially reasonable: (A) cure all Defaults of Subtenant under this Sublease or provide Sublandlord with Adequate Assurance (as defined below) that it will (x) cure all monetary Defaults of Subtenant hereunder within 10 days from the date of the assumption; and (y) cure all nonmonetary Defaults of Subtenant hereunder within 30 days from the date of the assumption; (B) compensate Sublandlord and any other person or entity, or provide Sublandlord with Adequate Assurance that within 10 days after the date of the assumption, it will compensate Sublandlord and such other person or entity, for any pecuniary loss that Sublandlord and such other person or entity incurred as a result of any Default of Subtenant, the trustee, or the debtor-in-possession; (C) provide Sublandlord with Adequate Assurance of Future Performance (as defined below) of all of Subtenant’s obligations under this Sublease; and (D) deliver to Sublandlord a written statement that the conditions herein have been satisfied. (d) For purposes only of the foregoing paragraph (b), and in addition to any other requirements under the Bankruptcy Code, any future federal bankruptcy law and applicable case law, “Adequate Assurance” means at least meeting the following conditions, which Sublandlord and Subtenant acknowledge to be commercially reasonable: (i) entering an order segregating sufficient cash to pay Sublandlord and any other person or entity under paragraph (b) above, and (ii) granting to Sublandlord a valid first lien and security interest (in form acceptable to Sublandlord) in all property comprising the Subtenant’s “property of the estate,” as that term is defined in Section 541 of the Bankruptcy Code, which lien and security interest secures the trustee’s or debtor-in-possession’s obligation to cure the monetary and nonmonetary defaults under the Sublease within the periods set forth in paragraph (b) above; (e) For purposes only of paragraph (b), and in addition to any other requirements under the Bankruptcy Code, any future federal bankruptcy law and applicable case law, “Adequate Assurance of Future Performance” means at least meeting the following conditions, which Sublandlord and Subtenant acknowledge to be commercially reasonable: (i) the trustee or debtor-in-possession depositing with Sublandlord, as security for the timely payment of rent and other monetary obligations, an amount equal to the sum of two (2) months’ Basic Rent plus an amount equal to two (2) months’ installments on account of Operating Expenses and Taxes, computed in accordance with Articles 8 and 9., (ii) the trustee or the debtor-in-possession agreeing to pay in advance, on each day that the Basic Rent is payable, the monthly installments on account of Operating Expenses and Taxes, computed in accordance with Articles 8 and 9 hereof; (iii) the trustee or debtor-in-possession providing adequate assurance of the source of the rent and other consideration due under this Sublease; (iv) Subtenant’s bankruptcy estate and the trustee or debtor-in-possession providing Adequate Assurance that the bankruptcy estate (and any successor after the conclusion of the Subtenant’s bankruptcy proceedings) will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Sublandlord that the bankruptcy estate (and any successor after the conclusion of the Subtenant’s bankruptcy proceedings) will have sufficient funds to fulfill Subtenant’s obligations hereunder; and (f) If the trustee or the debtor-in-possession assumes the Sublease under paragraph (b) above and applicable bankruptcy law, it may assign its interest in this Sublease only if the proposed assignee first provides Sublandlord with Adequate Assurance of Future Performance of all of Subtenant’s obligations under the Sublease, and if Sublandlord determines, in the exercise of its reasonable business judgment, that the assignment of this Sublease will not breach any other Sublease, or any mortgage, financing agreement, or other agreement relating to the Building or the Park by which Sublandlord or the Building or the Park is then bound (and Sublandlord shall not be required to obtain consents or waivers from any third party required under any Sublease, mortgage, financing agreement, or other such agreement by which Sublandlord is then bound). (g) For purposes only of paragraph (e) above, and in addition to any other requirements under the Bankruptcy Code, any future federal bankruptcy law and applicable case law, “Adequate Assurance of Future Performance” means at least the satisfaction of the following conditions, which Sublandlord and Subtenant acknowledge to be commercially reasonable: (i) the proposed assignee submitting a current financial statement, audited by a certified public accountant, that allows a net worth and working capital in amounts determined in the reasonable business judgment of Sublandlord to be sufficient to assure the future performance by the assignee of Subtenant’s obligation under this Sublease; and (ii) if requested by Sublandlord in the exercise of its reasonable business judgment, the proposed assignee obtaining a guarantee (in form and substance satisfactory to Sublandlord) from one or more persons who satisfy Sublandlord’s standards of credit worthiness;

SUBTENANT’S DEFAULT. The occurrence If Subtenant is late in the payment of any one or more of the following shall constitute a default hereunder by Subtenant: (i) failure to pay Monthly Base Rent or any Additional Rent when dueother charges required of Subtenant hereunder, if and the failure continues same remains delinquent for more than five (5) business days after written Sublandlord provides Subtenant notice of non-payment has been received by the same, or if Subtenant from Sublandlord; (ii) failure to perform defaults in performing any other provision of its obligations hereunder (including, but not limited to, obligations under the Master Lease or that are incorporated into this Sublease), if and such failure to perform non-monetary default is not cured within thirty ten (3010) business days after written notice has been received by to Subtenant from Sublandlordprovided, provided thathowever, if the Subtenant’s failure to comply cannot reasonably be cured within such thirty ten (3010) business day perioddays, Subtenant shall be allowed additional time (not be in default of this Lease if Subtenant commences to exceed 45 days) as is reasonably necessary to cure the failure so long as Subtenant begins the cure within the thirty ten (3010) business day period days and diligently and in good faith continues to prosecute such pursues the cure to completion; or (iii) If any proceeding shall be instituted by or against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant shall make an assignment for the benefit of creditors, or if Subtenant’s interest herein shall be sold under execution or other legal process, is adjudicated a bankrupt; or if a trustee in bankruptcy or a permanent receiver is appointed for Subtenant. ’s property, including any interest Subtenant may have in the Premises; or if, whether voluntarily or involuntarily, Subtenant files or is subject to creditor relief proceedings under any present or future law; or if Subtenant makes an assignment for benefit of creditors; or if the Premises or Subtenant’s property or interest herein should be levied upon or attached and not satisfied or dissolved within thirty (30) days; then, and in any said events, at Sublandlord’s option and upon Sublandlord’s notice to Subtenant of a termination of the Sublease, Subtenant shall not at once surrender possession of the Premises to Sublandlord and remove all of Subtenant’s property and effects therefrom; and Sublandlord may forthwith re-enter the Premises and repossess same, and remove all persons and effects therefrom, using such force as may be deemed necessary without being guilty of trespass, forcible entry or detained or other tort. In addition, Sublandlord shall have the right to be pursue any and all other remedies available at law and in default equity to recover from Subtenant all amounts then due or thereafter accruing and such other damages as are caused by Subtenant’s default. No course of dealing between Sublandlord and Subtenant or any delay on the part of Sublandlord in exercising any rights Sublandlord may have under this Sublease by virtue shall operate as a waiver of any default of the rights of Sublandlord under the Master Lease unless such hereunder, nor shall any waiver or prior default operate as a waiver of Sublandlord was caused in whole or in part by the default of Subtenant any subsequent default. In exercising its rights and remedies under this Sublease, Sublandlord shall be entitled to recover from Subtenant all costs incurred, including, without limitation, reasonable attorneys’ fees actually incurred. No termination of this Sublease prior to the expiration thereof by lapse of time, by default of either party or otherwise shall affect Sublandlord’s right to collect Base Rent or charges due hereunder for the period prior to termination by either party.

SUBTENANT’S DEFAULT. 14.1 Any one or more of following events shall be considered a “Default” by Subtenant, as such term is used in this Sublease: (a) Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered; or (b) Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or (c) Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or (d) Subtenant shall admit in writing its inability to pay its debts as they become due; or (e) The Premises are levied on by any revenue officer or similar officer; or (f) A decree or order appointing a receiver of the property of Subtenant shall be made; or (g) Subtenant shall assign this Sublease or further sublet the Premises other than in strict accordance with Article 8; or (h) Subtenant fails to make any payment of Rent required to be made by Subtenant after three (3) days of receipt by Subtenant of written notice that Sublandlord has not received such payment due; or (i) Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Article 7 of this Sublease or fails to keep the Premises, or the Building, or the Master Landlord’s Project free of lien claims as set forth in Article 13 of this Sublease; or (j) Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder; or (k) Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than fifteen (15) days after notice thereof to Subtenant. 14.2 Upon the occurrence of any one or more of the following shall constitute a default hereunder by Subtenant: (i) failure to pay Monthly Base Rent or Default(s), Sublandlord may exercise any Additional Rent when due, if the failure continues for five (5) business days after written notice of non-payment has been received by Subtenant from Sublandlord; (ii) failure to perform any other provision of the Master Lease or this Sublease, if such failure to perform is not cured within thirty (30) business days after written notice has been received by Subtenant from Sublandlord, provided that, if the failure cannot reasonably be cured within such thirty (30) business day period, Subtenant shall not be in default of this Lease if Subtenant commences to cure the failure within the thirty (30) business day period and diligently and in good faith continues to prosecute such cure to completion; or (iii) If any proceeding shall be instituted by or remedy against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant shall make an assignment which Master Landlord may exercise for the benefit of creditors, or if Subtenant’s interest herein shall be sold under execution or other legal process, or if a trustee in bankruptcy or a receiver is appointed for Subtenant. Subtenant shall not be deemed to be in default under this Sublease by virtue of any default of Sublandlord under the Master Lease unless such default Lease. Without limiting the generality of the foregoing, Sublandlord was caused may exercise the damage remedies available under any statute and the California Civil Code Sections 1951.2 and 1951.4 which provides that a lessor may continue a lease in whole or in part by the default of Subtenant under this Subleaseeffect and recover damages as they become due.

SUBTENANT’S DEFAULT. The occurrence of any 14.1 Any one or more of the following events shall constitute be considered a default hereunder “Default” by Subtenant, as such term is used in this Sublease: (a) Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State; or (b) Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or (d) Subtenant shall admit in writing its inability to pay its debts as they become due; or (e) The Premises are levied on by any revenue officer or similar officer as a result of Subtenant’s act or omission; or (f) A decree or order appointing a receiver of the property of Subtenant shall be made; or (g) Subtenant shall abandon the Premises during the Term or assign this Sublease or further sublet the Premises other than in strict accordance with Section 8; or (h) Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due and does not cure the failure within seven (7) days after receiving written notice from Sublandlord; or (i) failure Subtenant fails to pay Monthly Base Rent secure insurance or any Additional Rent when due, if to provide proper evidence of insurance asset forth in Section 7 of this Sublease or fails to keep the Premises or the Building free of lien claims as set forth in Section 13 of this Sublease and either such failure continues for more than five (5) business days after written notice of non-payment has been received by Subtenant from Sublandlord;thereof to Subtenant; or (iij) failure to perform any other provision of Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or this Subleasepassage of any cure or grace period, if such would constitute a default thereunder and does not cure the condition within seven (7) days after receiving written notice thereof from Sublandlord; or (k) Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant and the failure to perform is not cured within thirty (30) continues for more than 15 business days after written notice has been received by Subtenant from Sublandlordthereof to Subtenant. 14.2 Upon the occurrence of any one or more Default(s), provided that, if the failure cannot reasonably be cured within such thirty (30) business day period, Subtenant shall not be in default of this Lease if Subtenant commences to cure the failure within the thirty (30) business day period and diligently and in good faith continues to prosecute such cure to completion; or (iii) If Sublandlord may exercise any proceeding shall be instituted by or remedy against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant shall make an assignment which Master Landlord may exercise for the benefit of creditors, or if Subtenant’s interest herein shall be sold under execution or other legal process, or if a trustee in bankruptcy or a receiver is appointed for Subtenant. Subtenant shall not be deemed to be in default under this Sublease by virtue of any default of Sublandlord under the Master Lease unless such default Lease. Without limiting the generality of the foregoing, Sublandlord was caused may exercise the damage remedies available under statute which provides that a lessor may continue a lease in whole or in part by the default of Subtenant under this Subleaseeffect and recover damages as they become due.

SUBTENANT’S DEFAULT. The occurrence of any one or more of the following shall constitute a material default hereunder and breach of this Sublease by Subtenant: (i: a) Any failure by Subtenant to pay Monthly Base Rent any rent under this Sublease on or any Additional Rent when due, if before the date such rent is due under this Sublease which failure continues for five fifteen (515) business days after written notice of non-payment has been received from Sublandlord to Subtenant (provided that Sublandlord shall not be required to give Subtenant notice more than one time in any twelve (12) month period); b) A failure by Subtenant from Sublandlord; (ii) failure to observe and perform any other provision of the Master Lease this Sublease to be observed or this Subleaseperformed by Subtenant, if where such failure to perform is not cured within continues for thirty (30) business days after written notice has been received thereof by Subtenant from SublandlordSublandlord to Subtenant, provided thatprovided, however, that if the failure nature of such default is such that the same cannot reasonably be cured within such thirty (30) business day period, Subtenant shall not be in default of this Lease if Subtenant commences to cure the failure within the thirty (30) business day period and diligently and in good faith continues to prosecute such cure to completion; or (iii) If any proceeding shall be instituted by or against Subtenant under the bankruptcy laws or other debtor relief laws of the United States or any state, or if Subtenant shall make an assignment for the benefit of creditors, or if Subtenant’s interest herein shall be sold under execution or other legal process, or if a trustee in bankruptcy or a receiver is appointed for Subtenant. Subtenant shall not be deemed to be in default under this Sublease if Subtenant shall within such period commence such cure and thereafter diligently prosecute the same to completion; c) The making by virtue Subtenant of any default general assignment for the benefit of Sublandlord creditors; the filing by or against Subtenant of a petition to have Subtenant adjudged a bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the Master Lease unless such default case of Sublandlord was caused in whole or in part by petition filed against Subtenant, the default of Subtenant under this Sublease.same is dismissed after the filing)