LEASE, EXCEPT WITH RESPECT TO OBLIGATIONS OR LIABILITIES WHICH
HAVE ACCRUED HEREUNDER AS OF SUCH CANCELLATION DATE (IN THE SAME MANNER AS IF
11
SUCH CANCELLATION DATE WERE THE DATE ORIGINALLY FIXED IN THIS LEASE FOR THE
EXPIRATION OF THE TERM HEREOF) AND EXCEPT FOR THOSE OBLIGATIONS AND LIABILITIES
WHICH, BY THE EXPRESS TERMS OF THIS LEASE, ARE TO SURVIVE ANY EXPIRATION OR
TERMINATION HEREOF.
IF LANDLORD RECAPTURES ONLY A PORTION OF THE PREMISES UNDER
THIS PARAGRAPH, THE BASE RENT DURING THE UNEXPIRED TERM HEREOF SHALL ABATE
PROPORTIONATELY BASED ON THE RENT PER SQUARE FOOT CONTAINED IN THIS LEASE AS OF
THE DATE IMMEDIATELY PRIOR TO SUCH RECAPTURE.
TENANT SHALL, AT TENANT'S OWN
COST AND EXPENSE, DISCHARGE IN FULL ANY OUTSTANDING COMMISSION OBLIGATION ON THE
PART OF LANDLORD WITH RESPECT TO THIS LEASE, AND ANY COMMISSIONS WHICH MAY BE
DUE AND OWING AS A RESULT OF ANY PROPOSED ASSIGNMENT OR SUBLETTING, WHETHER OR
NOT THE PREMISES ARE RECAPTURED PURSUANT HERETO AND RENTED BY LANDLORD TO THE
PROPOSED TENANT OR ANY OTHER TENANT.
C.
UPON THE OCCURRENCE OF AN ASSIGNMENT OR SUBLETTING, WHETHER OR NOT
CONSENTED TO BY LANDLORD, OR MANDATED BY JUDICIAL INTERVENTION, TENANT HEREBY
ASSIGNS, TRANSFERS AND CONVEYS TO LANDLORD ALL RENTS OR OTHER SUMS RECEIVED OR
RECEIVABLE BY TENANT UNDER ANY SUCH ASSIGNMENT OR SUBLEASE, WHICH ARE IN EXCESS
OF THE RENTS AND OTHER SUMS PAYABLE BY TENANT UNDER THIS LEASE (OR IN CASE OF A
SUBLEASE, WHICH ARE IN EXCESS OF THE RENTS AND OTHER SUMS PAYABLE BY TENANT WITH
RESPECT TO THE PORTION OF THE PREMISES THAT IS SUBLEASED), AND AGREES TO PAY
SUCH AMOUNTS TO LANDLORD WITHIN TEN (10) DAYS AFTER RECEIPT.
D.
IF THIS LEASE IS ASSIGNED TO ANY PERSON OR ENTITY PURSUANT TO THE
PROVISIONS OF THE UNITED STATES BANKRUPTCY CODE, 11 U.S.C. § 101 ET. SEQ. (THE
"BANKRUPTCY CODE"), ANY AND ALL MONIES OR OTHER CONSIDERATION PAYABLE OR
OTHERWISE TO BE DELIVERED IN CONNECTION WITH SUCH ASSIGNMENT SHALL BE PAID OR
DELIVERED TO LANDLORD, SHALL BE AND REMAIN THE EXCLUSIVE PROPERTY OF LANDLORD
AND SHALL NOT CONSTITUTE PROPERTY OF TENANT OR OF THE ESTATE OF TENANT WITHIN
THE MEANING OF THE BANKRUPTCY CODE.
ANY AND ALL MONIES OR OTHER CONSIDERATIONS
CONSTITUTING LANDLORD'S PROPERTY UNDER THE PRECEDING SENTENCE NOT PAID OR
DELIVERED TO LANDLORD SHALL BE HELD IN TRUST FOR THE BENEFIT OF LANDLORD AND BE
PROMPTLY PAID OR DELIVERED TO LANDLORD.
ANY PERSON OR ENTITY TO WHICH THIS
LEASE IS ASSIGNED PURSUANT TO THE PROVISIONS OF THE BANKRUPTCY CODE, SHALL BE
DEEMED, WITHOUT FURTHER ACT OR DEED, TO HAVE ASSUMED ALL OF THE OBLIGATIONS
ARISING UNDER THIS LEASE ON AND AFTER THE DATE OF SUCH ASSIGNMENT.
ANY SUCH
ASSIGNEE SHALL UPON DEMAND EXECUTE AND DELIVER TO LANDLORD AN INSTRUMENT
CONFIRMING SUCH ASSUMPTION.
E.
ANY ASSIGNEE, SUBLESSEE OR TRANSFEREE OF TENANT'S INTEREST IN
THIS LEASE (ALL SUCH ASSIGNEES, SUBLESSEES AND TRANSFEREES BEING HEREINAFTER
REFERRED TO AS "TRANSFEREES"), BY ACCEPTING ANY SUCH ASSIGNMENT, SUBLEASE OR
TRANSFER SHALL BE DEEMED TO HAVE ASSUMED TENANT'S