RECOGNIZED MORTGAGEE ELECTS TO
CONTINUE THIS LEASE BY NOTICE GIVEN TO LANDLORD WITHIN SUCH 15-DAY PERIOD (THE
"CONTINUATION NOTICE"), THEN EFFECTIVE UPON THE DELIVERY OF SUCH NOTICE, TENANT
SHALL BE DEEMED TO HAVE ASSIGNED TO SUCH RECOGNIZED MORTGAGEE, OR ANY SUCH
DESIGNEE OR NOMINEE THEREOF, AS THE CASE MAY BE, ALL OF TENANT'S RIGHT, TITLE
AND INTEREST IN AND TO THIS LEASE AND THE LEASEHOLD ESTATE IN THE DEMISED
PREMISES AND TENANT'S UNDIVIDED INTEREST IN THE COMMON ELEMENTS CREATED
HEREUNDER, INCLUDING THE SUBLEASES AND SECURITY DEPOSITS THEREUNDER REFERRED TO
SECTION 31.6(I)(VII), AND TENANT SHALL, AT LANDLORD'S REQUEST, EXECUTE AND
DELIVER TO LANDLORD AND SUCH RECOGNIZED MORTGAGEE SUCH INSTRUMENTS OF ASSIGNMENT
AND RELATED TRANSFER TAX DOCUMENTS AS LANDLORD AND SUCH RECOGNIZED MORTGAGEE MAY
REQUEST (IN FORM REASONABLY SATISFACTORY TO LANDLORD AND SUCH RECOGNIZED
MORTGAGEE) TO EVIDENCE SUCH ASSIGNMENT.
IF TENANT FAILS TO EXECUTE AND DELIVER
ANY SUCH INSTRUMENT OF ASSIGNMENT OR RELATED TRANSFER TAX DOCUMENTS, SUCH
RECOGNIZED MORTGAGEE SHALL BE ENTITLED TO DO SO ON TENANT'S BEHALF, AND TENANT
HEREBY APPOINTS SUCH RECOGNIZED MORTGAGEE AS ITS ATTORNEY-IN-FACT, WHICH
APPOINTMENT SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST AND IS IRREVOCABLE,
FOR THE SOLE PURPOSE OF EXECUTING AND DELIVERING SUCH ASSIGNMENT AND ANY
TRANSFER TAX DOCUMENTS.
THE EXECUTION AND DELIVERY OF SUCH INSTRUMENTS,
HOWEVER, SHALL NOT BE
154
REQUIRED TO EFFECT THE ASSIGNMENT OF THIS LEASE TO SUCH RECOGNIZED MORTGAGEE OR
SUCH NOMINEE OR DESIGNEE.
(III)
CONDITIONS PRECEDENT TO NEW LEASE.
THE PROVISIONS OF
SECTIONS 31.6(I)(I) AND 31.6(I)(II) HEREOF NOTWITHSTANDING, A RECOGNIZED
MORTGAGEE SHALL HAVE NO RIGHT TO CONTINUE THIS LEASE UNLESS THE RECOGNIZED
MORTGAGEE PAYS TO LANDLORD, CONCURRENTLY WITH THE DELIVERY OF THE CONTINUATION
NOTICE, ALL AMOUNTS DUE TO LANDLORD UNDER THIS LEASE UP TO AND INCLUDING THE
DATE OF THE CONTINUATION NOTICE AND ALL EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS AND COURT COSTS, INCURRED BY LANDLORD IN
CONNECTION WITH (1) THE ENFORCEMENT OF LANDLORD'S RIGHTS AND REMEDIES WITH
RESPECT TO ALL DEFAULTS OR EVENTS OF DEFAULT IN EXISTENCE AT THE TIME OF THE
TERMINATION NOTICE, AND (2) THE REVIEW OF ANY ASSIGNMENTS AND OTHER INSTRUMENTS
OR DOCUMENTS PREPARED IN CONNECTION WITH THE RECOGNIZED MORTGAGEE'S ELECTION,
NOR SHALL THE RECOGNIZED MORTGAGEE HAVE THE RIGHT TO SUCH NEW LEASE IF
BY ORDER
OF A COURT OF COMPETENT JURISDICTION THE PARTIES ARE NOT ENTITLED TO CONTINUE
THIS LEASE AND EFFECT THE ASSIGNMENT THEREOF TO THE RECOGNIZED MORTGAGEE.
TO
THE EXTENT NOT SET FORTH IN THE NOTICE GIVEN TO THE RECOGNIZED MORTGAGEE
PURSUANT TO SECTION 31.6(A) HEREOF, LANDLORD AGREES TO NOTIFY THE RECOGNIZED
MORTGAGEE, CONCURRENTLY WITH THE DELIVERY OF SUCH NEW LEASE, OF ANY UNPERFORMED
OBLIGATIONS OF, AND/OR DEFAULTS BY, TENANT, WHICH, TO THE BEST OF LANDLORD'S
KNOWLEDGE, THEN EXIST.
(IV)
NO WAIVER OF DEFAULT.
THE ASSIGNMENT OF THIS LEASE PURSUANT TO THIS
SECTION 31.6(I) SHALL NOT CONSTITUTE A WAIVER OF ANY DEFAULT EXISTING
IMMEDIATELY BEFORE THE TERMINATION OF THIS LEASE, EXCEPT FOR DEFAULTS UNDER
SECTIONS 14.2(D), 14.2(E), AND 14.2(F) HEREOF, AND THE TENANT UNDER THE ASSIGNED
LEASE SHALL CURE ALL