SOONER TERMINATED AS IN SUCH LEASE PROVIDED, AT THE SAME FIXED RENT
AND ADDITIONAL CHARGES AND UPON THE THEN EXECUTORY TERMS, COVENANTS AND
CONDITIONS AS ARE CONTAINED IN THIS LEASE, EXCEPT THAT (I) THE RIGHTS OF THE
LESSEE UNDER THE NEW LEASE, SHALL BE
62
SUBJECT TO ANY POSSESSORY RIGHTS OF THE ASSIGNEE IN QUESTION UNDER THIS LEASE
AND ANY RIGHTS OF PERSONS CLAIMING THROUGH OR UNDER SUCH ASSIGNEE, (II) SUCH NEW
LEASE SHALL REQUIRE ALL DEFAULTS EXISTING UNDER THIS LEASE TO BE CURED BY THE
LESSEE WITH REASONABLE DILIGENCE, AND (III) SUCH NEW LEASE SHALL REQUIRE THE
LESSEE TO PAY ALL ADDITIONAL CHARGES WHICH, HAD THIS LEASE NOT BEEN DISAFFIRMED
OR REJECTED, WOULD HAVE BECOME DUE AFTER THE EFFECTIVE DATE OF SUCH
DISAFFIRMANCE OR REJECTION WITH RESPECT TO ANY PRIOR PERIOD.
IF THE LESSEE
SHALL FAIL OR REFUSE TO ENTER INTO THE NEW LEASE WITHIN TEN (10) DAYS AFTER
LANDLORD'S REQUEST TO DO SO, THEN IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES
BY REASON OF SUCH DEFAULT, UNDER THIS LEASE, AT LAW OR IN EQUITY, LANDLORD SHALL
HAVE THE SAME RIGHTS AND REMEDIES AGAINST THE LESSEE AS IF THE LESSEE HAD
ENTERED INTO SUCH NEW LEASE AND SUCH NEW LEASE HAD THEREAFTER BEEN TERMINATED AT
THE BEGINNING OF ITS TERM BY REASON OF THE DEFAULT OF THE LESSEE THEREUNDER.
(B)
IF PURSUANT TO THE UNITED STATES BANKRUPTCY
CODE TENANT IS PERMITTED TO ASSIGN THIS LEASE IN DISREGARD OF THE RESTRICTIONS
CONTAINED IN ARTICLE 7 HEREOF (OR IF THIS LEASE SHALL BE ASSUMED BY A TRUSTEE),
THE TRUSTEE OR ASSIGNEE SHALL CURE ANY DEFAULT UNDER THIS LEASE AND SHALL
PROVIDE ADEQUATE ASSURANCE OF FUTURE PERFORMANCE BY THE TRUSTEE OR ASSIGNEE
INCLUDING (A) OF THE SOURCE OF PAYMENT OF RENT AND PERFORMANCE OF OTHER
OBLIGATIONS UNDER THIS LEASE (FOR WHICH ADEQUATE ASSURANCE SHALL MEAN THE
DEPOSIT OF CASH SECURITY WITH LANDLORD IN AN AMOUNT EQUAL TO THE SUM OF ONE
YEAR'S FIXED RENT THEN RESERVED HEREUNDER PLUS AN AMOUNT EQUAL TO ALL ADDITIONAL
CHARGES PAYABLE UNDER ARTICLE 3 FOR THE CALENDAR YEAR PRECEDING THE YEAR IN
WHICH SUCH ASSIGNMENT IS INTENDED TO BECOME EFFECTIVE, WHICH DEPOSIT SHALL BE
HELD BY LANDLORD, WITHOUT INTEREST, FOR THE BALANCE OF THE TERM AS SECURITY FOR
THE FULL AND FAITHFUL PERFORMANCE OF ALL OF THE OBLIGATIONS UNDER THIS LEASE ON
THE PART OF TENANT YET TO BE PERFORMED) AND THAT ANY SUCH ASSIGNEE OF THIS LEASE
SHALL HAVE A NET WORTH EXCLUSIVE OF GOOD WILL, COMPUTED IN ACCORDANCE WITH GAAP,
EQUAL TO AT LEAST TEN (10) TIMES THE AGGREGATE OF THE ANNUAL FIXED RENT RESERVED
HEREUNDER PLUS ALL ADDITIONAL CHARGES FOR THE PRECEDING CALENDAR YEAR AS
AFORESAID AND (B) THAT THE USE OF THE PREMISES SHALL IN NO WAY DIMINISH THE
REPUTATION OF THE BUILDING AS A FIRST-CLASS OFFICE BUILDING OR IMPOSE ANY
ADDITIONAL BURDEN UPON THE BUILDING OR INCREASE THE SERVICES TO BE PROVIDED BY
LANDLORD.
IF ALL DEFAULTS ARE NOT CURED AND SUCH ADEQUATE ASSURANCE IS NOT
PROVIDED WITHIN SIXTY (60)