Lease, and/or (2) a guarantee or
guarantees in form and substance satisfactory to Landlord for one or more
persons with aggregate net worth equal to or in excess of Tenant's net worth as
of the date hereof Tenant hereby acknowledges Landlord's reliance upon the
provisions of this subparagraph;
(b)
Said assignment shall be subject to
Landlord's receipt from said assignee of Assurance, as defined above, along with
a prior finding by the Bankruptcy Court of compliance with all provisions of
§ 365 of the Bankruptcy Code; and
(c)
Any such assignment shall be specifically
subject to all the provisions hereof.
ARTICLE XIV - HOLDOVER, SURRENDER AND REMOVAL
14.1
HOLDOVER. TENANT SHALL NOT REMAIN IN POSSESSION
OF THE PREMISES OR ANY PART THEREOF AFTER THE TERMINATION DATE. IF TENANT FAILS
TO PEACEFULLY SURRENDER POSSESSION OF THE PREMISES AFTER TENANT'S RIGHT TO
POSSESSION HAS TERMINATED, THEN TENANT SHALL INDEMNIFY AND HOLD HARMLESS
LANDLORD FOR ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES,
PENALTIES, FORFEITURES, DAMAGES, LOSSES OR EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND CONSEQUENTIAL DAMAGES) RESULTING FROM TENANT'S
HOLDOVER OF POSSESSION OF THE PREMISES. IN NO EVENT, HOWEVER, WILL TENANT BE
LIABLE TO LANDLORD FOR LESS THAN DOUBLE THE BASE RENT FOR ANY PERIOD OF
HOLDOVER, PLUS ANY ADDITIONAL RENT WHICH MAY BECOME DUE AND PAYABLE.
14.2
SURRENDER OF POSSESSION. UPON THE TERMINATION
DATE, TENANT SHALL SURRENDER TO LANDLORD POSSESSION OF THE PREMISES, SUBJECT
ONLY TO THE PERMITTED EXCEPTIONS. ALL ALTERATIONS, IMPROVEMENTS, ADDITIONS AND
UTILITY INSTALLATIONS WHICH MAY BE MADE ON THE PREMISES SHALL THEREUPON BECOME
THE PROPERTY OF LANDLORD AND SHALL REMAIN UPON AND BE SURRENDERED WITH THE
PREMISES. TENANT AGREES TO SURRENDER THE PLANT AND THE OTHER IMPROVEMENTS IN
GOOD CONDITION.
14.3
TENANT'S QUITCLAIM. UPON THE EXPIRATION OF THE
LEASE TERM, OR ANY SOONER TERMINATION OF THIS LEASE, TENANT SHALL BE DEEMED TO
HAVE CONVEYED, WITHOUT THE NECESSITY OF ANY FURTHER ACT OR DEED TO LANDLORD ALL
RIGHT, TITLE AND INTEREST OF TENANT IN AND TO THE PLANT AND THE OTHER
IMPROVEMENTS. IF REQUESTED BY LANDLORD, TENANT AGREES TO EXECUTE, ACKNOWLEDGE
AND DELIVER TO LANDLORD A PROPER INSTRUMENT IN WRITING, RELEASING AND
QUITCLAIMING THE PLANT AND THE OTHER IMPROVEMENTS TO LANDLORD AND ACKNOWLEDGING
THE TERMINATION OF THIS LEASE (EXCEPT FOR THOSE RIGHTS AND OBLIGATIONS HEREUNDER
INTENDED TO SURVIVE THE
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TERMINATION HEREOF), BUT THE FAILURE OF TENANT TO TAKE ANY SUCH ACTION SHALL NOT
AFFECT THE RIGHTS OF THE PARTIES HEREUNDER.
ARTICLE XV - REPRESENTATIONS AND WARRANTIES
15.1
Other Representations and Warranties by Landlord.
Landlord represents and warrants to Tenant as of the Effective as follows:
15.1.1
Landlord is a corporation, duly organized, validly
existing, and in good standing under the laws of the State;
15.1.2
To the extent required by applicable Laws, Landlord is
qualified to do business in the State;
15.1.3
Landlord has all requisite power and authority, has
taken all actions required by its organizational documents and applicable law,
and has obtained all necessary consents, to execute and deliver this Lease and
to perform