ASSURANCE OF
FUTURE PERFORMANCE, AS USED IN SECTION 20.2(B) ABOVE, SHALL MEAN THAT ALL OF THE
FOLLOWING MINIMUM CRITERIA MUST BE MET:
(I) TENANT MUST PAY THE COST OF ALL
TENANT REQUESTED SERVICES PROVIDED BY LANDLORD, WHETHER DIRECTLY OR THROUGH
AGENTS OR CONTRACTORS (I.E., SERVICES NOT PROVIDED BY LANDLORD WITHOUT A SPECIAL
REQUEST AND ADDITIONAL CHARGE THEREFOR), IN ADVANCE OF THE PERFORMANCE OR
PROVISION OF SUCH SERVICES (THE FOREGOING BEING IN ADDITION TO CONTINUING TO PAY
TENANT'S PRO RATA SHARE OF OPERATING EXPENSES IN ACCORDANCE WITH ARTICLE IV
HEREOF); (II) TRUSTEE MUST AGREE THAT TENANT'S BUSINESS SHALL BE CONDUCTED IN A
FIRST-CLASS MANNER, AND THAT NO LIQUIDATING SALES, AUCTIONS, OR OTHER
NON-FIRST-CLASS BUSINESS OPERATION SHALL BE CONDUCTED ON THE PREMISES; (III)
TRUSTEE MUST AGREE THAT THE USE OF THE PREMISES AS STATED IN THIS LEASE WILL
REMAIN UNCHANGED AND THAT NO PROHIBITED USE SHALL BE PERMITTED; (IV) TRUSTEE
MUST AGREE THAT THE ASSUMPTION OR ASSIGNMENT OF THIS LEASE WILL NOT VIOLATE OR
AFFECT THE RIGHTS OF OTHER TENANTS IN THE BUILDING; (V) TRUSTEE MUST PAY TO
LANDLORD AT THE TIME THE NEXT MONTHLY INSTALLMENT OF ANNUAL BASE RENT IS DUE
UNDER THIS LEASE, IN ADDITION TO SUCH INSTALLMENT OF ANNUAL BASE RENT, AN AMOUNT
EQUAL TO THE GREATER OF (A) THE AMOUNT OF THE SECURITY DEPOSIT HELD BY LANDLORD
IMMEDIATELY PRIOR TO THE EVENT OF BANKRUPTCY, AND (B) THE MONTHLY INSTALLMENTS
OF ANNUAL BASE RENT AND ADDITIONAL RENT DUE UNDER THIS LEASE FOR THE NEXT FOUR
(4) MONTHS UNDER THIS LEASE, SUBJECT TO CREDITING AND APPLYING AGAINST THE
PAYMENT DUE PURSUANT TO THIS CLAUSE (V) ANY SECURITY DEPOSIT THEN HELD PURSUANT
HERETO, SAID AMOUNT TO BE HELD BY LANDLORD IN ESCROW, WITHOUT INTEREST, UNTIL
EITHER TRUSTEE OR TENANT DEFAULTS IN ITS PAYMENT OF RENT OR OTHER OBLIGATIONS
UNDER THIS LEASE (WHEREUPON LANDLORD SHALL HAVE THE RIGHT TO DRAW ON SUCH
ESCROWED FUNDS) OR UNTIL THE EXPIRATION OF THIS LEASE (WHEREUPON THE FUNDS SHALL
BE RETURNED TO TRUSTEE OR TENANT); AND (VI) TENANT OR TRUSTEE MUST AGREE TO PAY
TO LANDLORD AT ANY TIME LANDLORD IS AUTHORIZED TO AND DOES DRAW ON THE ESCROW
ACCOUNT THE AMOUNT NECESSARY TO RESTORE SUCH ESCROW ACCOUNT TO THE ORIGINAL
LEVEL REQUIRED BY SECTION 20.2(C)(V).
IN THE EVENT TENANT IS UNABLE TO (I) CURE ITS DEFAULTS, (II) PAY THE RENT
DUE UNDER THIS LEASE AND ALL OTHER PAYMENTS REQUIRED OF TENANT UNDER THIS LEASE
ON TIME (OR WITHIN FIVE (5) DAYS OF THE DUE DATE) OR (III) MEET THE CRITERIA AND
OBLIGATIONS IMPOSED BY SECTION 20.2(C) ABOVE, TENANT AGREES IN ADVANCE THAT
(A) IT HAS NOT MET ITS BURDEN TO PROVIDE REASONABLE ASSURANCE OF PROMPT CURE AND
ADEQUATE ASSURANCE OF FUTURE PERFORMANCE,
(B) IT HAS THEREFORE FAILED TO MEET
THE MINIMUM REQUIREMENT FOR ASSUMING THIS LEASE, AND (C) THIS LEASE MAY BE
TERMINATED BY LANDLORD IN ACCORDANCE WITH SECTION 20.2(A) ABOVE.
SUBORDINATION
SUBJECT TO TENANT'S RECEIPT OF AN SNDA IN ACCORDANCE WITH SECTION 21.3(D) BELOW,
THIS LEASE SHALL BE SUBJECT AND SUBORDINATE TO THE LIEN