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Exhibit 10.10
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COMMERCIAL LEASE NET
Basic Lease
Information
Date: June 30, 2008
Landlord: The Rajala Family Trust, est. Sept. 22, 1989
Tenant: Dynatronics Corporation, a Utah corporation
Premises (Section 1.1): 3900 Valley Ave., Unit A,
Pleasanton, CA 94566
Term (Section 2.1): Twelve (12) months with a ninety (90) day
termination
notice. If termination is not given to Landlord in writing within
this stated
ninety (90) day period, the lease will automatically be renewed
with a new
twelve (12) month term lease with the same provisions and agreed
upon rental
base.
Commencement Date (Section 2.1): July 1, 2008
Initial Base Rent (Section 3.1(a)): $10,000.00 per month
Use (Section 6.1): The Premises shall be utilized for medical and
rehabilitation
equipment sales and distribution and for no other purpose.
The foregoing Basic Lease Information is incorporated in and made a
part of the
Lease to which it is attached. If there is any conflict between the
Basic Lease
Information and the Lease, the Lease shall control.
Landlord:
Tenant:
THE RAJALA FAMILY TRUST,
EST.
Dynatronics Corporation,
SEPT. 22,
1989
a Utah corporation
By /s/ John
Rajala
By /s/ Kelvyn H. Cullimore, Jr.
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----------------------------------
John Rajala,
Trustee
Kelvyn H. Cullimore, Jr. President
By /s/ Mary Jo Rajala
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Mary Jo Rajala, Trustee
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<PAGE>
TABLE OF CONTENTS
Page
----
Article 1
Premises............................................................1
Article 2
Term................................................................1
Article 3
Rent................................................................2
Article 4 Property
Taxes......................................................3
Article 5 Other
Taxes.........................................................3
Article 6
Use.................................................................3
Article 7
Services............................................................4
Article 8 Maintenance and
Repairs.............................................4
Article 9
Alterations.........................................................5
Article 10
Insurance..........................................................6
Article 11 Compliance With Legal
Requirements.................................7
Article 12 Assignment or
Sublease.............................................8
Article 13 Entry by
Landlord..................................................8
Article 14 Events of Default and
Remedies.....................................9
Article 15 Damage or
Destruction.............................................11
Article 16 Eminent
Domain....................................................11
Article 17 Subordination, Merger and
Sale....................................12
Article 18 Estoppel
Certificate..............................................13
Article 19 Holding
Over......................................................13
Article 20 Hazardous
Materials...............................................13
Article 21
Waiver............................................................14
Article 22
Notices...........................................................15
Article 23
Miscellaneous.....................................................15
ii
<PAGE>
LEASE
-----
THIS LEASE, made
as of the date specified in the Basic Lease
Information, by and between the landlord specified in the Basic
Lease
Information ("Landlord"), and the tenant specified in the Basic
Lease
Information ("Tenant").
W
I T N E S S E T H:
Article 1
---------
Premises
--------
1.1 Landlord
hereby leases to Tenant, and Tenant hereby leases from
Landlord, for the term and subject to the covenants hereinafter set
forth, to
all of which Landlord and Tenant hereby agree, the building
specified in the
Basic Lease Information (the "Premises"), which includes the land
on which the
Premises are located and the improvements thereon.
Article 2
---------
Term
----
2.1 The term of
this Lease shall be the term specified in the Basic
Lease Information, which shall commence on the commencement date
specified in
the Basic Lease Information (the "Commencement Date") and, after
the expiration
of the Term, unless sooner terminated as hereinafter provided,
shall renew on a
yearly basis unless and until terminated by either party upon at
least ninety
(90) days prior written notice (the "Expiration Date").
2.2 If the
Commencement Date is not the first day of a calendar month,
Tenant shall pay to Landlord, as additional rent, the Base Rent
payable under
Section 3.1, calculated on a per diem basis, for the period from
the
Commencement Date until the first day of the next full calendar
month. Tenant
shall pay the Base Rent in respect of such period to Landlord on
the
Commencement Date.
2.3 Tenant shall
accept the Premises "as is" on the Commencement Date.
Landlord shall have no obligation to construct or install any
improvements in
the Premises. Tenant's possession of the Premises shall constitute
Tenant's
acknowledgment that the Premises are in all respects in the
condition in which
Landlord is required to deliver the Premises to Tenant under this
Lease and that
Tenant has examined the Premises and is fully informed to Tenant's
satisfaction
of the physical and environmental condition and the utility of the
Premises.
Tenant acknowledges that Landlord, its agents and employees and
other persons
acting on behalf of Landlord have made no representation or
warranty of any kind
in connection with any matter relating to the physical or
environmental
condition, value, fitness, use or zoning of the Premises upon which
Tenant has
relied directly or indirectly for any purpose.
1
<PAGE>
Article 3
---------
Rent
----
3.1 Tenant shall
pay to Landlord the following amounts as rent for the
Premises:
(a) During the term of this Lease, Tenant shall pay to
Landlord,
as base monthly rent, the amount of monthly rent specified in the
Basic Lease
Information (the "Base Rent").
(b) Throughout the term of this Lease, Tenant shall pay, as
additional rent, all other amounts of money and charges required to
be paid by
Tenant under this Lease, whether or not such amounts of money or
charges are
designated "additional rent." As used in this Lease, "rent" shall
mean and
include all Base Rent and additional rent payable by Tenant in
accordance with
this Lease.
3.2 Tenant shall
pay, as additional rent all Other Taxes attributable
to Tenant (as defined in Section 5.1) that accrue during or are
allocable to the
term of this Lease. Landlord shall pay all Property Taxes (as
defined in Section
4.1) that accrued during or are allocable to the term of the
Lease.
3.3 Tenant shall
pay all Base Rent to Landlord, in advance, on or
before the first day of each and every calendar month during the
term of this
Lease. Tenant shall pay all additional rent upon demand. Tenant
shall pay all
rent to Landlord without notice, demand, deduction or offset, in
lawful money of
the United States of America, at the address of Landlord specified
in the Basic
Lease Information, or to such other person or at such other place
as Landlord
may from time to time designate in writing.
3.4 Tenant
acknowledges that the late payment by Tenant of any Base
Rent or additional rent (including the items described in Section
3.2) will
cause Landlord to incur costs and expenses, the exact amount of
which is
extremely difficult and impractical to fix. Such costs and expenses
will include
administration and collection costs and processing and accounting
expenses.
Therefore, if any Base Rent or additional rent is not received by
Landlord
within fifteen (15) days after it is due, Tenant shall immediately
pay to
Landlord a late charge equal to five percent (5%) of such
delinquent amount.
Landlord and Tenant agree that such late charge represents a
reasonable estimate
of such costs and expenses and is fair compensation to Landlord for
the loss
suffered by Tenant's failure to make timely payment. In no event
shall such late
charge be deemed to grant to Tenant a grace period or extension of
time within
which to pay any rent or prevent Landlord from exercising any right
or enforcing
any remedy available to Landlord upon Tenant's failure to pay all
rent due under
this Lease in a timely fashion, including the right to terminate
this Lease. All
amounts of money payable by Tenant to Landlord hereunder, if not
paid when due,
shall bear interest from the due date until paid at the maximum
annual interest
rate allowed by law for business loans (not primarily for personal,
family or
household purposes) not exempt from the usury law at such due date
or, if there
is no such maximum annual interest rate, at the rate of eighteen
percent (18%)
per annum.
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<PAGE>
Article
4
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Property Taxes
--------------
4.1 "Property
Taxes" shall mean all taxes, assessments, excises,
levies, fees and charges (and any tax, assessment, excise, levy,
fee or charge
levied wholly or partly in lieu thereof or as a substitute therefor
or as an
addition thereto) of every kind and description, general or
special, ordinary or
extraordinary, foreseen or unforeseen, secured or unsecured,
whether or not now
customary or within the contemplation of Landlord and Tenant, that
are levied,
assessed, charged, confirmed or imposed by any public or government
authority on
or against, or otherwise with respect to, the Premises or any part
thereof or
any personal property used in connection with the Premises.
Property Taxes shall
not include net income (measured by the income of Landlord from all
sources),
franchise, inheritance or capital stock taxes of Landlord, unless
levied or
assessed against Landlord in whole or in part in lieu of, as a
substitute for,
or as an addition to any Property Taxes.
Article 5
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Other
Taxes
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5.1 "Other Taxes"
shall mean all taxes, assessments, excises, levies,
fees and charges, including all payments related to the cost of
providing
facilities or services, whether or not now customary or within the
contemplation
of Landlord and Tenant, that are levied, assessed, charged,
confirmed or imposed
by any public or government authority upon, or measured by, or
reasonably
attributable to the cost or value of Tenant's equipment, furniture,
fixtures and
other personal property located in the Premises or the cost or
value of any
leasehold improvements made in or to the Premises by or for Tenant,
regardless
of whether title to such improvements is vested in Tenant or
Landlord. Other
Taxes shall not include Property Taxes or net income (measured by
the income of
Landlord from all sources, including without limitation rent),
franchise,
inheritance or capital stock taxes of Landlord, unless levied or
assessed
against Landlord in whole or in part in lieu of, as a substitute
for, or as an
addition to any Other Taxes.
Article 6
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Use
---
6.1 The Premises
shall be used only for the purpose specified in the
Basic Lease Information and no other purpose without Landlord's
prior written
consent, which consent shall not be unreasonably withheld or
delayed; provided,
however, Landlord's withholding of consent shall be conclusively
presumed
reasonable if the proposed use would materially increase the wear
and tear on or
the risk of damage to the Premises above levels or risks resulting
from Tenant's
use as of the date of this Lease or the proposed use is for an
illegal, immoral
or disreputable purpose. Tenant shall not do or permit to be done
in, on or
about the Premises, nor bring or keep or permit to be brought or
kept therein,
anything which is prohibited by or will in any way conflict with
any law,
ordinance, rule, regulation or order now in force or which may
hereafter be
enacted, or which is prohibited by any insurance policy for the
Premises, or
will in any way increase the existing rate of, or cause a
cancellation of, or
affect any insurance for the Premises. Tenant shall not do or
permit anything to
be done in, on or about the Premises which will in any way obstruct
or interfere
with the rights of Landlord. Tenant shall not maintain or permit
any nuisance
in, on or about the Premises or commit or suffer to be committed
any waste in,
on or about the Premises.
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<PAGE>
Article 7
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Services
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7.1 Tenant shall,
at Tenant's sole cost and expense, supply the
Premises with electricity, heating, water, natural gas, lighting
replacement for
all lights, restroom supplies, telephone service, window washing,
security
service, janitor, scavenger and disposal services, and such other
services as
Tenant determines to furnish to the Premises. Landlord shall not be
in default
hereunder or be liable for any damage or loss directly or
indirectly resulting
from, nor shall the rent be abated or a constructive or other
eviction be deemed
to have occurred by reason of, the installation, use or
interruption of use of
any equipment in connection with the furnishing of any of the
foregoing
services, any failure to furnish or delay in furnishing any such
services,
whether such failure or delay is caused by accident or any
condition beyond the
control of Landlord or Tenant or by the making of repairs or
improvements to the
Premises, or any limitation, curtailment, rationing or restriction
on use of
water, electricity, gas or any form of energy serving the Premises,
whether such
results from mandatory governmental restriction or voluntary
compliance with
governmental guidelines. Tenant shall pay the full cost of all of
the foregoing
services as additional rent.
Article 8
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Maintenance and Repairs
-----------------------
8.1 Landlord
shall, at all times during the term of this Lease and at
Landlord's sole cost and expense, maintain and repair the Premises
and every
part thereof and all grounds, landscaping, parking areas, lighting,
roof, walls,
foundations, signs, heating, ventilating and air conditioning,
mechanical,
electrical, plumbing, sprinkler and life safety systems, equipment,
fixtures,
alterations, additions and improvements therein or thereon and keep
all of the
foregoing clean and in good order and operating condition
(including, without
limitation, painting the exterior of the Premises as often as
reasonably needed
to keep such exterior in a good, well painted condition, cleaning
interior and
exterior doors, windows and glass, and repairing and replacing any
exterior
windows and glass that is broken, cracked or damaged). Subject to
the provision
so of this Section 8.1 and Section 9.2, Tenant shall, at the end of
the term of
this Lease, surrender to Landlord the Premises and all alterations,
additions,
fixtures and improvements therein or thereto in the same condition
as when
received, ordinary wear and tear and damage thereto by fire or
other casualty
excepted.
4
<PAGE>
Article 9
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Alterations
-----------
9.1 Tenant shall
not make any alterations, additions or improvements in
or to the Premises or any part thereof, or attach any fixtures or
equipment
thereto, without Landlord's prior written consent. In no event
shall Tenant be
permitted to install underground storage tanks or fuel systems on
the Premises.
All alterations, additions and improvements in or to the Premises
to which
Landlord consents shall be made by Tenant at Tenant's sole cost and
expense as
follows:
(a) Tenant shall submit to Landlord, for Landlord's written
approval, complete plans and specifications for all work to be done
by Tenant.
Such plans and specifications shall be prepared by the licensed
architect(s) and
engineer(s), shall comply with all applicable codes, laws,
ordinances, rules and
regulations, shall not adversely affect the structural elements of
the Premises,
shall be in a form sufficient to secure the approval of all
government
authorities with jurisdiction over the Premises, and shall be
otherwise
satisfactory to Landlord in Landlord's reasonable discretion.
(b) Tenant shall obtain and comply with all building permits
and
other governmental permits and approvals required in connection
with the work.
Tenant shall, through Tenant's licensed contractor, perform the
work
substantially in accordance with (i) the plans and specifications
approved in
writing by Landlord, (ii) the permits obtained by Tenant, and (iii)
all
applicable codes, laws, ordinances, rules and regulations. Tenant
shall pay, as
additional rent, the entire cost of all work (including the cost of
all
utilities, permits, fees, taxes, and property and liability
insurance premiums
in connection therewith) required to make the alterations,
additions and
improvements. Under no circumstances shall Landlord be liable to
Tenant for any
damage, loss, cost or expense incurred by Tenant on account of any
plans and
specifications, contractors or subcontractors, design of any work,
construction
of any work, or delay in completion of any work.
(c) Tenant shall give written notice to Landlord of the date on
which construction of any work will be commenced at least ten (10)
days prior to
such date. Tenant shall keep the Premises free from mechanics',
materialmens'
and all other liens arising out of any work performed, labor
supplied, materials
furnished or other obligations incurred by Tenant. Tenant shall
promptly and
fully pay and discharge all claims on which any such lien could be
based.
Landlord shall have the right to post and keep posted on the
Premises any
notices that may be provided by law or which Landlord may deem to
be proper for
the protection of Landlord and the Premises from such liens, and to
take any
other action Landlord deems necessary to remove or discharge liens
or
encumbrances at the expense of Tenant.
9.2 All
alterations, additions, fixtures and improvements, whether
temporary or permanent in character, made in or to the Premises by
Landlord or
Tenant, shall become part of the Premises and Landlord's property
excluding,
however, underground tanks which shall remain the property of
Tenant and shall
be registered in the name of Tenant so long as this Lease remains
in effect. If
Landlord has expressly reserved the right to do so in Landlord's
improvement
5
<PAGE>
approval letter, upon termination of this Lease, Landlord shall
have the right,
at Landlord's option, by giving written notice to Tenant at any
time before or
within ten (10) days after such termination, to retain all such
alterations,
additions, fixtures and improvements in the Premises, without
compensation to
Tenant, or to remove all such alterations, additions, fixtures and
improvements
from the Premises, repair all damage caused by any such removal,
and restore the
Premises to the condition in which the Premises existed before such
alterations,
additions, fixtures and improvements were made, and in the latter
case Tenant
shall pay to Landlord, upon billing by Landlord, the cost of such
removal,
repair and restoration (including a reasonable charge for
Landlord's overhead
and profit). All movable furniture, equipment, trade fixtures and
other personal
property shall remain the property of Tenant. Upon termination of
this Lease,
Tenant shall, at Tenant's expense, remove all such movable
furniture, equipment,
trade fixtures other personal property from the Premises and repair
all damage
caused by any such removal. Termination of this Lease shall not
affect the
obligations of Tenant pursuant to this Section 9.2 to be performed
after such
termination.
Article 10
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Insurance
---------
10.1 Landlord
shall not be liable to Tenant for any damage to or loss
or theft of any property or for any bodily or personal injury,
illness or death
of any person in, on or about the Premises arising at any time and
from any
cause whatsoever, except to the extent caused by the gross
negligence or willful
misconduct of Landlord. Tenant waives all claims against Landlord
arising from
any liability described in this Section 10.1, except to the extent
caused by the
gross negligence or willful misconduct of Landlord.
10.2 Tenant shall
indemnify and defend Landlord against and hold
Landlord harmless from all claims, demands, liabilities, damages,
losses, costs
and expenses, including reasonable attorneys' fees and
disbursements, arising
from or related to any use or occupancy of the Premises, or any
condition of the
Premises, or any default in the performance of Tenant's
obligations, or any
damage to any property (including property of employees and
invitees of Tenant)
or any bodily or personal injury, illness or death of any person
(including
employees and invitees of Tenant) occurring in, on or about the
Premises or any
part thereof or any part of the building or the land containing the
Premises
arising at any time and from any cause whatsoever (except to the
extent caused
by the gross negligence or willful misconduct of Landlord) or
occurring outside
the Premises when such damage, bodily or personal injury, illness
or death is
caused by any act or omission of Tenant or its agents, officers,
employees,
contractors, invitees or licensees. This Section 10.2 shall survive
the
termination of this Lease with respect to any damage, bodily or
personal injury,
illness or death occurring prior to such termination.
10.3 Tenant shall,
at all times during the term of this Lease and at
Tenant's sole cost and expense, obtain and keep in force
comprehensive general
liability insurance, including contractual liability (specifically
covering this
Lease), cross liability, fire legal liability, and premises
operations, all on
an "occurrence" policy form, with a minimum combined single limit
per occurrence
for bodily or personal injury to, illness of, or death of persons
and damage to
property occurring in, on or about the Premises, in sufficient
amounts to cover
any such events, and such insurance shall name the Landlord and any
other
parties designated by Landlord as additional insureds. Tenant
shall, at Tenant's
sole cost and expense, be responsible for insuring Tenant's
furniture,
equipment, fixtures, computers, office machines and personal
property.
6
<PAGE>
10.4 Landlord
shall, at Landlord's sole cost and expense, be
responsible for obtaining and keeping in force insurance against
loss or damage
to the Premises by fire and all other risks of physical loss.
10.5 All insurance
required to be maintained by Tenant under this
Article 10 and all renewals thereof shall be issued by good and
responsible
companies qualified to do and doing business in the state where the
Premises are
located and having a rating in Best's Insurance Guide of at least
A-XI. All
insurance under this Article 10 to be maintained by Tenant shall
name Landlord
and any other parties designated by Landlord as an additional
insured, shall be
primary and noncontributing with any insurance which may be carried
by Landlord,
shall afford coverage for all claims based on any act, omission,
event or
condition that occurred or arose (or the onset of which occurred or
arose)
during the policy period, and shall expressly provide that
Landlord, although
named as an insured, shall nevertheless be entitled to recover
under the policy
for any loss, injury or damage to Landlord. Upon the issuance of
each such
policy to be maintained by Tenant, Tenant shall deliver each such
policy or a
certified copy and a certificate thereof to Landlord for retention
by Landlord.
If Tenant fails to insure or fails to furnish to Landlord upon
notice to do so
any policy to be maintained by Tenant or certified copy and
certificate thereof
as required, Landlord shall have the right from time to time to
effect such
insurance for the benefit of Tenant or Landlord or both of them and
all premiums
paid by Landlord shall be payable by Tenant as additional rent on
demand. Tenant
shall pay to Landlord, immediately upon demand all costs incurred
by Landlord as
a result of Tenant's failure to obtain and maintain in effect the
policies of
insurance required under this Article 10.
10.6 Tenant waives
on behalf of all insurers under all policies of
property, liability and other insurance (excluding workers'
compensation) now or
hereafter carried by Tenant insuring or covering the Premises, or
any portion or
any contents thereof, or any operations therein, all rights of
subrogation which
any insurer might otherwise, if at all, have to any claims of
Tenant against
Landlord. Tenant shall, prior to or immediately after the date of
this Lease,
procure from each of the insurers under all policies of property,
liability and
other insurance (excluding workers' compensation) now or hereafter
carried by
Tenant insuring or covering the Premises, or any portion or any
contents
thereof, or any operations therein, a waiver of all rights of
subrogation which
the insurer might otherwise, if at all, have to any claims of
Tenant against
Landlord as required by this Section 10.5.
Article 11
----------
Compliance With Legal Requirements
----------------------------------
11.1 Landlord
shall, at Landlord's sole cost and expense, promptly
comply with all laws, ordinances, rules, regulations, orders and
other
requirements of any government or public authority now in force or
which may
hereafter be in force, with all requirements of any board of fire
underwriters
or other similar body now or hereafter constituted, and with all
directions and
certificates of occupancy issued pursuant to any law by any
governmental agency
or officer, insofar as any thereof relate to or are required by the
condition,
use or occupancy of the Premises or the operation, use or
maintenance of any
personal property, fixtures, machinery, equipment or improvements
in the
Premises.
7
<PAGE>
Article 12
----------
Assignment or Sublease
----------------------
12.1 Tenant shall
not, directly or indirectly, without the prior
written consent of Landlord (which consent shall not be
unreasonably withheld),
assign this Lease or any interest herein or sublease the Premises
or any part
thereof, or permit the use or occupancy of the Premises by any
person or entity
other than Tenant. This Lease shall not, nor shall any interest
herein, be
assignable as to the interest of Tenant involuntarily or by
operation of law
without the prior written consent of Landlord. Any of the foregoing
acts without
such prior written consent of Landlord shall be void and shall, at
the option of
Landlord, constitute a default that entitles Landlord to terminate
this Lease.
12.2 If Landlord
consents in writing, Tenant may complete the intended
assignment or sublease subject to the following covenants: (i) no
assignment or
sublease shall be valid and no assignee or subtenant shall take
possession of
the Premises or any part thereof until an executed duplicate
original of such
assignment or sublease, in compliance with Section 12.1, has been
delivered to
Landlord, (ii) no assignee or subtenant shall have a right further
to assign or
sublease, and (iii) no assignment or sublease whatsoever shall
release Tenant
from Tenant's obligations and liabilities under this Lease or alter
the primary
liability of Tenant to pay all rent and to perform all obligations
to be paid
and performed by Tenant. The acceptance of rent by Landlord from
any other
person or entity shall not be deemed to be a waiver by Landlord of
any provision
of this Lease. Consent to one assignment or sublease shall not be
deemed consent
to any subsequent assignment or sublease. If any assignee,
subtenant or
successor of Tenant defaults in the performance of any obligation
to be
performed by Tenant under this Lease, Landlord may proceed directly
against
Tenant without the necessity of exhausting remedies against such
assignee,
subtenant or successor.
Article 13
----------
Entry by Landlord
-----------------
13.1 Landlord
shall have the right to enter the Premises at any time to
(i) inspect the Premises, (ii) exhibit the Premises to prospective
purchasers,
lenders or tenants, (iii) determine whether Tenant is performing
all of Tenant's
obligations, (iv) perform any obligations of Tenant in accordance
with Section
14.5, (v) post notices of non-responsibility, "For sale" and "For
lease" signs
in and about the Premises, (vi) make any repairs to the Premises
and (vii)
investigate and perform tests to determine Tenant's compliance with
Article 21.
Tenant waives all claims for damages for any injury or
inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet
enjoyment of
the Premises or any other loss occasioned by such entry.
8
<PAGE>
Article 14
----------
Events of Default and Remedies
------------------------------
14.1 The
occurrence of any one or more of the following events ("Event
of Default") shall constitute a breach of this Lease by Tenant:
(a) Tenant fails to pay any Base Rent as and when such rent
becomes due; or
(b) Tenant fails to pay any additional rent or other amount of
money or charge payable by Tenant hereunder as and when such
additional rent or
amount or charge becomes due and payable and such failure continues
for more
than thirty (30) days after Landlord gives written notice thereof
to Tenant; or
(c) Tenant fails to perform or breaches any other agreement or
covenant of this Lease to be performed or observed by Tenant as and
when
performance or observance is due and such failure or breach
continues for more
than thirty (30) days after Landlord gives written notice thereof
to Tenant;
provided, however, that if, by the nature of such agreement or
covenant, such
failure or breach cannot reasonably be cured within such period of
thirty (30)
days, an Event of Default shall not exist as long as Tenant
commences with due
diligence and dispatch the curing of such failure or breach within
such period
of thirty (30) days and, having so commenced, thereafter prosecutes
with
diligence and dispatch and completes the curing of such failure or
breach within
a reasonable time; or
(d) Tenant (i) files, or consents by answer or otherwise to the
filing against it of, a petition for relief under the United States
Bankruptcy
Code or for liquidation or to take advantage of any bankruptcy,
insolvency or
other debtors' relief law of any jurisdiction, (ii) makes an
assignment for the
benefit of its creditors, or (iii) consents to the appointment of a
custodian,
receiver, trustee or other officer with similar powers of Tenant or
of any
substantial part of Tenant's property; or
(e) Without consent by Tenant, a court or government authority
enters an order, and such order is not vacated within sixty (60)
days, (i)
appointing a custodian, receiver, trustee or other officer with
similar powers
with respect to Tenant or with respect to any substantial part of
Tenant's
property, or (ii) constituting an order for relief or approving a
petition for
relief or reorganization or arrangement or any other petition in
bankruptcy or
for liquidation or to take advantage of any bankruptcy, insolvency
or other
debtors' relief law of any jurisdiction, or (iii) ordering the
dissolution,
winding-up or liquidation of Tenant; or
(f) This Lease or any estate of Tenant hereunder is levied upon
under any attachment or execution and such attachment or execution
is not
vacated within sixty (60) days; or
(g) Tenant vacates or abandons the Premises.
14.2 If an Event
of Default occurs, Landlord shall have the right at
any time to give a thirty (30) day written termination notice to
Tenant and, on
the date
