UPON THE TRANSFEREE'S
ASSUMPTION OF LANDLORD'S OBLIGATIONS UNDER THIS LEASE (INCLUDING WITH RESPECT TO
THE SECURITY DEPOSIT), LANDLORD SHALL THEREUPON BE RELEASED BY TENANT FROM ALL
LIABILITY FOR THE RETURN OF SUCH SECURITY DEPOSIT.
IN SUCH EVENT, TENANT AGREES
TO LOOK SOLELY TO THE NEW LANDLORD FOR THE RETURN OF SAID SECURITY DEPOSIT.
IT
IS AGREED THAT THE PROVISIONS HEREOF SHALL APPLY TO EVERY TRANSFER OR ASSIGNMENT
MADE OF THE SECURITY DEPOSIT TO A NEW LANDLORD.
TENANT SHALL EXECUTE SUCH
DOCUMENTS AS MAY BE NECESSARY TO ACCOMPLISH SUCH TRANSFER OR ASSIGNMENT OF THE
LETTER OF CREDIT.
40.05
TENANT COVENANTS THAT IT WILL NOT ASSIGN OR ENCUMBER,
OR ATTEMPT TO ASSIGN OR ENCUMBER, THE SECURITY DEPOSIT HELD HEREUNDER, AND THAT
NEITHER LANDLORD NOR ITS SUCCESSORS OR ASSIGNS SHALL BE BOUND BY ANY SUCH
ASSIGNMENT, ENCUMBRANCE, ATTEMPTED ASSIGNMENT, OR ATTEMPTED ENCUMBRANCE.
IN THE
EVENT THAT ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER DEBTOR-CREDITOR
PROCEEDINGS SHALL BE INSTITUTED BY OR AGAINST TENANT, ITS SUCCESSORS OR ASSIGNS,
OR ANY GUARANTOR OF TENANT HEREUNDER, THE SECURITY SHALL BE DEEMED TO BE APPLIED
TO THE PAYMENT OF THE BASIC ANNUAL RENT AND ADDITIONAL RENT DUE LANDLORD FOR
PERIODS PRIOR TO THE INSTITUTION OF SUCH PROCEEDINGS AND THE BALANCE, IF ANY,
MAY BE RETAINED BY LANDLORD IN PARTIAL SATISFACTION OF LANDLORD'S DAMAGES.
ARTICLE 41
MISCELLANEOUS
41.01
IRRESPECTIVE OF THE PLACE OF EXECUTION OR PERFORMANCE,
THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW JERSEY (WITHOUT REGARDS TO ANY CONFLICTS OF LAWS PROVISIONS
THEREOF).
41.02
THIS LEASE SHALL BE CONSTRUED WITHOUT REGARD TO ANY
PRESUMPTION OR OTHER RULE REQUIRING CONSTRUCTION AGAINST THE PARTY CAUSING THIS
LEASE TO BE DRAFTED.
41.03
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE,
EACH COVENANT, AGREEMENT, OBLIGATION OR OTHER PROVISION OF THIS LEASE ON
TENANT'S PART TO BE PERFORMED SHALL BE DEEMED AND CONSTRUED AS A SEPARATE AND
INDEPENDENT COVENANT OF TENANT, NOT DEPENDENT ON ANY OTHER PROVISION OF THIS
LEASE.
41.04
ALL TERMS AND WORDS USED IN THIS LEASE, REGARDLESS OF
THE NUMBER OR GENDER IN WHICH THEY ARE USED, SHALL BE DEEMED TO INCLUDE ANY
OTHER NUMBER AND ANY OTHER GENDER AS THE CONTEXT MAY REQUIRE.
41.05
TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE
EXERCISE OF ANY OPTION GRANTED UNDER THIS LEASE.
41.06
EXCEPT AS OTHERWISE PROVIDED HEREIN WHENEVER PAYMENT
OF INTEREST IS REQUIRED BY THE TERMS HEREOF IT SHALL BE AT THE INTEREST RATE.
41.07
IN THE EVENT THAT TENANT IS IN ARREARS IN PAYMENT OF
BASIC ANNUAL RENT OR ADDITIONAL RENT HEREUNDER, TENANT WAIVES TENANT'S RIGHT, IF
ANY, TO DESIGNATE THE ITEMS AGAINST WHICH ANY
73
PAYMENTS MADE BY TENANT ARE TO BE CREDITED, AND TENANT AGREES THAT LANDLORD MAY
APPLY ANY PAYMENTS MADE BY TENANT TO ANY ITEMS IT SEES FIT, IRRESPECTIVE OF AND
NOTWITHSTANDING ANY DESIGNATION OR REQUEST BY TENANT AS TO THE ITEMS AGAINST
WHICH ANY SUCH PAYMENTS SHALL BE CREDITED.
41.08
ALL SCHEDULES AND EXHIBITS REFERRED TO IN THIS LEASE
ARE HEREBY INCORPORATED