Common use of Defaults and Termination Clause in Contracts

Defaults and Termination. 22.1 Without prejudice to all of the rights and recourses available to the Sub- landlord, the following shall be considered special defaults (the “Events of Default”) under the terms of this Lease: a) if the Sub-tenant fails to pay the Rent, additional rent or any other amount payable provided herein as and when the same become due; or b) other than the foregoing (a), if the Sub-tenant breaches any of its covenants or obligations under this Lease and does not remedy the breach within ten (10) days after receipt by the Sub-tenant of written notice of default from the Sub- Landlord; or c) if during the Lease Term, any of the goods, or movable effects on Leased Premises are at any time seized or taken in execution or attachment by any creditor of the Sub-tenant pursuant to a judgment rendered against the Sub- tenant or pursuant to this Lease, or if a writ of execution is issued against the goods or property of the Sub-tenant, unless and while the Sub-tenant is diligently contesting such seizure or taking in execution or attachment; or d) if the Sub-tenant makes any assignment for the benefit or becomes bankrupt or insolvent or takes the benefit of or becomes subject to any statutes that may be in force relating to bankrupt or insolvent debtors; or e) if any application or petition or certificate or order is made or granted for the winding-up or dissolution of the Sub-tenant voluntarily or otherwise; or f) if the Leased Premises at any time during the Lease Term becomes vacant by reason of their abandonment by the Sub-tenant or the removal of the Sub- tenant by legal process for non-payment of the Rent, breach of covenant or any other cause; or g) if any insurance policy insuring the Building or the Sub-landlord or Sub-tenants of the Building is cancelled or placed at risk of cancellation by reason of the use and occupancy of the Leased Premises or any part thereof and other insurance policy is not obtainable; or h) if any hypothec, lien or encumbrance is registered against the Leased Premises or the Building by reason of any act or omission of the Sub-tenant, except as otherwise provided for herein; or i) if, subject to Clause 20 hereof, the Leased Premises are used by any other person or for any other purpose than as herein provided without the written consent of the Sub-landlord; or j) if the Sub-tenant or any party acting on behalf of the Sub-tenant repudiates, terminates or attempts to repudiate or terminate the Lease including, without limitation, the repudiation or attempted repudiation of the Lease pursuant to the provisions of the Bankruptcy Act or in accordance with a transaction or an arrangement pursuant to the Bankruptcy and Insolvency Act or the Companies Creditors Arrangement Act. 22.2 In the occurrence of any Events of Default under the terms of this Lease, a) the Sub-landlord without prejudice to any rights or remedies it may have hereunder or by law shall have the right to terminate this Lease forthwith upon ten (10) days written notice, in the case of a monetary default, and fifteen (15) days written notice, in the case of a non-monetary default, given to Sub-tenant by Sub-landlord. Sub-tenant upon such termination of this Lease shall thereupon quit and surrender the Leased Premises to Sub-landlord, its agents and employees may immediately or at any time thereafter, re-enter the Leased Premises and dispossess Sub-tenant and remove any all persons and any or all property therefrom whether by summary dispossession proceedings or by any suitable action or proceeding at law, or by force or otherwise without being liable to prosecution or damages there of; and b) In case of any termination or dispossession of the Sub-tenant by or at the instance of Sub-landlord in any lawful manner, whether by force or otherwise, Rent for the lesser six (6) months or the rest of the Lease Term shall immediately become due and payable and this Lease shall immediately, at the option of the Sub-landlord, become forfeited and terminated, and the Sub- landlord may, without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises and remove the Sub- tenant’s effects there from, the whole without prejudice to and under reserve of all of the rights and recourse of the Sub-landlord to claim any and all losses and damages sustained by the Sub-landlord by reason of and arising from any default of the Sub-tenant. 22.3 If the Sub-tenant defaults in the payment of money that it is required under the Lease to pay to a third party, the Sub-landlord after given (10) days notice

Defaults and Termination. 22.1 Without prejudice to all of the rights and recourses available ​ (a) Subject to the Sub- landlordgrace periods provided in Section 11 below, if Sublessee shall at any time be in default in the following shall be considered special defaults (the “Events payment of Default”) under the terms Gross Rent or of this Lease: a) if the Sub-tenant fails to pay the Rent, additional rent or any other amount payable provided herein as and when the same become due; or b) other than the foregoing (a), if the Sub-tenant breaches any of its covenants or obligations sum required to be paid by Sublessee under this Lease and does not remedy Sublease, or in the breach within ten (10) days after receipt by the Sub-tenant performance of written notice of default from the Sub- Landlord; or c) if during the Lease Term, or compliance with any of the goodsterms, covenants, conditions or movable effects on Leased Premises are at any time seized provisions of this Sublease or taken in execution or attachment by any creditor of the Sub-tenant pursuant to a judgment rendered against the Sub- tenant or pursuant to this Prime Lease, or if a writ Sublessee breaches or otherwise commits an event of execution is issued against default under the goods or property of the Sub-tenantPrime Lease, unless then and while the Sub-tenant is diligently contesting such seizure or taking in execution or attachment; or d) if the Sub-tenant makes any assignment for the benefit or becomes bankrupt or insolvent or takes the benefit of or becomes subject addition to any statutes that other rights or remedies Sublessor may be have under this Sublease and at law and in force relating to bankrupt or insolvent debtors; orequity, shall have the following rights: ​ e) if any application or petition or certificate or order is made or granted for the winding-up or dissolution of the Sub-tenant voluntarily or otherwise; or f) if the Leased Premises at any time during the Lease Term becomes vacant by reason of their abandonment by the Sub-tenant or the removal of the Sub- tenant by legal process for non-payment of the Rent, breach of covenant or any other cause; or g) if any insurance policy insuring the Building or the Sub-landlord or Sub-tenants of the Building is cancelled or placed at risk of cancellation by reason of the use and occupancy of the Leased Premises or any part thereof and other insurance policy is not obtainable; or h) if any hypothec, lien or encumbrance is registered against the Leased Premises or the Building by reason of any act or omission of the Sub-tenant, except as otherwise provided for herein; or (i) ifSublessor shall have the same rights and remedies against Sublessee for default of this Sublease as the Landlord would have against Sublessor as Tenant under the Prime Lease, subject to Clause 20 hereof, the Leased Premises are used by any other person or for any other purpose than as herein provided without the written consent of the Sub-landlord; or j) if the Sub-tenant or any party acting on behalf of the Sub-tenant repudiates, terminates or attempts to repudiate or terminate the Lease including, without limitation, the repudiation or attempted repudiation rights of the Lease pursuant to the provisions of the Bankruptcy Act or rental acceleration, Sublease termination, retaking possession and damages. ​ (ii) If Sublessee shall be in accordance with a transaction or an arrangement pursuant to the Bankruptcy and Insolvency Act or the Companies Creditors Arrangement Act. 22.2 In the occurrence of any Events of Default under the terms of this Lease, a) the Sub-landlord without prejudice to any rights or remedies it may have hereunder or by law shall have the right to terminate this Lease forthwith upon ten (10) days written notice, in the case of a monetary default, and fifteen (15) days written notice, in the case of a non-monetary default, given to Sub-tenant by Sub-landlord. Sub-tenant upon such termination of this Lease shall thereupon quit and surrender the Leased Premises to Sub-landlord, its agents and employees may immediately or at any time thereafter, re-enter the Leased Premises and dispossess Sub-tenant and remove any all persons and any or all property therefrom whether by summary dispossession proceedings or by any suitable action or proceeding at law, or by force or otherwise without being liable to prosecution or damages there of; and b) In case of any termination or dispossession of the Sub-tenant by or at the instance of Sub-landlord in any lawful manner, whether by force or otherwise, Rent for the lesser six (6) months or the rest of the Lease Term shall immediately become due and payable and this Lease shall immediately, at the option of the Sub-landlord, become forfeited and terminated, and the Sub- landlord may, without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises and remove the Sub- tenant’s effects there from, the whole without prejudice to and under reserve of all of the rights and recourse of the Sub-landlord to claim any and all losses and damages sustained by the Sub-landlord by reason of and arising from any default of the Sub-tenant. 22.3 If the Sub-tenant defaults in the payment of money that Gross Rent or any other sum required to be paid by Sublessee under this Sublease beyond any applicable grace period set forth in Section 11 below, Sublessee shall pay interest on the delinquent amounts at the default interest rate as defined in Section 3.6 of the Prime Lease in addition to any other remedies as set forth in Section 23 of the Prime Lease. ​ (iii) No waiver by Sublessor of any breach by Sublessee of any of Sublessee's obligation, agreements or covenants herein shall be a waiver of any subsequent breach or of any obligation, agreement of covenant, nor shall any forbearance by Sublessor to seek a remedy for any breach by Sublessee be a waiver by Sublessor of any rights and remedies with respect to such or any subsequent breach. ​ (iv) If Sublessee shall be in default in the performance of any of its obligations hereunder, Sublessor may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity, cure such default on behalf of Sublessee. In such event, Sublessee shall reimburse Sublessor upon demand, as additional rent, for any costs incurred by Sublessor in curing said defaults, including without limitation reasonable attorneys' fees from the date Sublessor incurs such costs, along with interest from the date Sublessor cures any such default until the date such sum is required under paid, at the Lease to pay to a third partyrate specified in Section lO(a)(ii) herein. (b) If for any reason whatsoever, the Sub-landlord after given (10) days noticePrime Lease should terminate prior to the expiration of the Sublease Term, then this Sublease shall likewise terminate simultaneously with such termination and Sublessee shall have no right or cause of action against Landlord or Sublessor by reason of such termination. ​

Defaults and Termination. 22.1 Without prejudice to all of the rights and recourses available (a) Subject to the Sub- landlordgrace periods provided in Section 13 below, if Sublessee shall at any time be in default in the following shall be considered special defaults (the “Events payment of Default”) under the terms Rent or of this Lease: a) if the Sub-tenant fails to pay the Rent, additional rent or any other amount payable provided herein as and when the same become due; or b) other than the foregoing (a), if the Sub-tenant breaches any of its covenants or obligations sum required to be paid by Sublessee under this Lease and does not remedy Sublease, or in the breach within ten (10) days after receipt by the Sub-tenant performance of written notice of default from the Sub- Landlord; or c) if during the Lease Term, or compliance with any of the goodsterms, covenants, conditions or movable effects on Leased Premises are at any time seized or taken in execution or attachment by any creditor provisions of the Sub-tenant pursuant to a judgment rendered against the Sub- tenant or pursuant to this LeaseSublease, or if a writ Sublessee breaches or otherwise commits an event of execution is issued against the goods or property default under those provisions of the Sub-tenant, unless and while the Sub-tenant is diligently contesting such seizure or taking in execution or attachment; or d) if the Sub-tenant makes any assignment for the benefit or becomes bankrupt or insolvent or takes the benefit of or becomes subject CNS Lease applicable to any statutes that may be in force relating to bankrupt or insolvent debtors; or e) if any application or petition or certificate or order is made or granted for the winding-up or dissolution of the Sub-tenant voluntarily or otherwise; or f) if the Leased Premises at any time during the Lease Term becomes vacant by reason of their abandonment by the Sub-tenant or the removal of the Sub- tenant by legal process for non-payment of the Rent, breach of covenant or any other cause; or g) if any insurance policy insuring the Building or the Sub-landlord or Sub-tenants of the Building is cancelled or placed at risk of cancellation by reason of the Sublessee’s use and and/or occupancy of the Leased Premises Subleased Premises, then and in addition to any other rights or any part thereof remedies Sublessor may have under this Sublease and other insurance policy is not obtainable; orat law and in equity, shall have the following rights: h(i) if any hypothec, lien Sublessor shall have the same rights and remedies against Sublessee for default of this Sublease as the Landlord would have against Sublessor as Tenant under the Prime Lease or encumbrance is registered against the Leased Premises or the Building by reason of any act or omission of the as Sub-tenantLandlord would have against Sublessor under the CNS Lease, except as otherwise provided for herein; or i) if, subject to Clause 20 hereof, the Leased Premises are used by any other person or for any other purpose than as herein provided without the written consent of the Sub-landlord; or j) if the Sub-tenant or any party acting on behalf of the Sub-tenant repudiates, terminates or attempts to repudiate or terminate the Lease including, without limitation, the repudiation or attempted repudiation rights of the Lease pursuant to the provisions of the Bankruptcy Act or in accordance with a transaction or an arrangement pursuant to the Bankruptcy rental acceleration, Sublease termination, retaking possession and Insolvency Act or the Companies Creditors Arrangement Actdamages. 22.2 In the occurrence of any Events of Default under the terms of this Lease, a(ii) the Sub-landlord without prejudice to any rights or remedies it may have hereunder or by law If Sublessee shall have the right to terminate this Lease forthwith upon ten (10) days written notice, be in the case of a monetary default, and fifteen (15) days written notice, in the case of a non-monetary default, given to Sub-tenant by Sub-landlord. Sub-tenant upon such termination of this Lease shall thereupon quit and surrender the Leased Premises to Sub-landlord, its agents and employees may immediately or at any time thereafter, re-enter the Leased Premises and dispossess Sub-tenant and remove any all persons and any or all property therefrom whether by summary dispossession proceedings or by any suitable action or proceeding at law, or by force or otherwise without being liable to prosecution or damages there of; and b) In case of any termination or dispossession of the Sub-tenant by or at the instance of Sub-landlord in any lawful manner, whether by force or otherwise, Rent for the lesser six (6) months or the rest of the Lease Term shall immediately become due and payable and this Lease shall immediately, at the option of the Sub-landlord, become forfeited and terminated, and the Sub- landlord may, without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises and remove the Sub- tenant’s effects there from, the whole without prejudice to and under reserve of all of the rights and recourse of the Sub-landlord to claim any and all losses and damages sustained by the Sub-landlord by reason of and arising from any default of the Sub-tenant. 22.3 If the Sub-tenant defaults in the payment of money that Rent or any other sum required to be paid by Sublessee under this Sublease beyond any applicable grace period set forth in Section 13 below, Sublessee shall pay interest on the delinquent amounts at the rate of twelve percent (12%) per annum from the date due to the date paid. (iii) No waiver by Sublessor of any breach by Sublessee of any of Sublessee’s obligations, agreements or covenants herein shall be a waiver of any subsequent breach or of any obligation, agreement or covenant, nor shall any forbearance by Sublessor to seek a remedy for any breach by Sublessee be a waiver by Sublessor of any rights and remedies with respect to such or any subsequent breach. (iv) If Sublessee shall be in default in the performance of any of its obligations hereunder, Sublessor may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity, cure such default on behalf of Sublessee. In such event, Sublessee shall reimburse Sublessor upon demand, as additional rent, for any costs incurred by Sublessor in curing said defaults, including without limitation reasonable attorneys’ fees from the date Sublessor incurs such costs, along with interest from the date Sublessor cures any such default until the date such sum is required paid, at the rate specified in Section 10(a)(ii) herein. (b) If Sublessor shall be in default in the performance of any of its obligations hereunder, or under the Lease CNS Lease, but only to pay the extent such default directly affects the Subleased Premises, Sublessee may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity, cure such default on behalf of Sublessor. In such event, Sublessor shall reimburse Sublessee upon demand, for any costs incurred by Sublessee in curing said defaults, including without limitation reasonable attorneys’ fees from the date Sublessee incurs such costs, along with interest from the date Sublessee cures any such default until the date such sum is paid, at the rate specified in Section 10(a)(ii) herein. (c) If as a third partyresult of default by Sublessee, casualty or condemnation, the Sub-landlord after given (10) days noticeCNS Lease should terminate prior to the expiration of the Sublease Term, then this Sublease shall likewise terminate simultaneously with such termination and Sublessee shall have no right or cause of action against Landlord or Sublessor by reason of such termination.