Common use of Assumption of Lease Clause in Contracts

Assumption of Lease. In the event Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters Chapter 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters Chapter 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. (i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord “with "Adequate Assurance” " (as defined below) that: that (ai) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including including, without limitation, Landlord’s 's reasonable costs, expenses, accrued interest interest, and attorneys’ ' fees incurred as a result of the default; default or breach; (bii) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and and (ciii) The the assumption will be subject to all of the provisions of this Lease. 2. (ii) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum “minimum, "Adequate Assurance” " shall mean: mean (ai) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (ii) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (ciii) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent 's Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the this Lease.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord “with "Adequate Assurance” " (as defined below) that: that (aA) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s 's reasonable costs, expenses, accrued interest interest, and reasonable attorneys’ ' fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum “minimum, "Adequate Assurance” " shall mean: mean (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent months' Base Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the Lease.

Assumption of Lease. In the event Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aA) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest interest, and attorneys’ fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum minimum, “Adequate Assurance” shall mean: : (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent months’ Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”) "), or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. 15.9.1 Cured or provided Landlord “"Adequate Assurance” " (as defined below) that: : (a) Within within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including including, without limitation, Landlord’s 's reasonable costs, expenses, late charges and accrued interest as set forth in this Lease, and attorneys’ ' fees incurred as a result of the default; ; (b) Within within thirty (30) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary nonmonetary defaults under this Lease; and and (c) The the assumption will be subject to all of the provisions of this Lease. 2. 15.9.2 For purposes of this Section 18.6Sections 15.9 and 15.10, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “minimum, "Adequate Assurance” " shall mean: : (a) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; ; (b) The the Bankruptcy Court shall have entered an Order order segregating sufficient cash payable to Landlord and/or the Trustee Trustee, or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary nonmonetary defaults under this Lease within the time periods set forth above; and and (c) The the Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s 's minimum monthly rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the Lease.

Assumption of Lease. In Assignee hereby accepts the event Tenant shall become a Debtor under Chapter 7 foregoing assignment and assumes and agrees to be bound by and perform all obligations of the Bankruptcy Code (“Code”) tenant pursuant to the Lease and this Assignment, Assumption and Consent arising on or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 after the Effective Date and to abide by all of the Codeterms, provisions, covenants and conditions of the Lease and this Assignment, Assumption and Consent, including but not limited to those providing for the payment of Base Monthly Rent, Property Operating Expenses, additional rent and other charges. As between Assignor and Assignee, Assignee hereby assumes the Sublease and shall be responsible for the performance of all obligations of the tenant under the Lease and the sublessor under the Sublease accruing from and after the Effective Date, for all liabilities arising from Assignee’s use of the Premises to the extent arising from and after the Date of Delivery and for all claims, costs, expenses and liabilities relating to Assignee’s material breach of any term, condition, covenant or a proceeding is filed under Chapter 7 agreement of the Lease or the Sublease to be performed by Assignee from and is transferred after the Date of Delivery, and Assignee agrees to Chapters 11 indemnify, defend and hold harmless Assignor from any claims, losses, costs or 13, the Trustee expenses (including reasonable counsel fees) suffered or Tenant, as Debtor incurred by Assignor arising out of or resulting from any failure by Assignee to perform any such obligations. The undersigned acknowledges and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) agrees that: (a) Within ten (10) days from Assignee has inspected the date Premises and the building of such assumption which it forms a part and has received and read a copy of the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for is assuming the obligations of tenant pursuant to the Lease based upon Assignee’s own investigation and not upon any actual pecuniary loss resulting from any existing default, including without limitation, statements or representations of or on behalf of Assignor or Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default;. (b) Within thirty (30) days from In connection with the date within transaction, no person has had any authority to make any representations on behalf of Landlord or Assignor except Landlord and Assignor concerning the Premises and/or the building of which it forms a part and such assumption representations, if any, have not been relied upon by the Trustee or Tenant will cure all non-monetary defaults under this Lease; andundersigned. (c) The assumption will be effectiveness of this Assumption and the Assignment of Lease provided for herein are subject to all the consent of Landlord, which consent is predicated upon satisfaction of the provisions conditions set forth in Sections 3 and 5 of this instrument. (d) There may be no further assignment or transfer of the Lease or subletting of the Premises, or any portion thereof, except upon the written consent of Landlord and/or as otherwise provided in the Lease. 2(e) Except as provided in Amendment No. For purposes 1 to the Lease incorporated herein by Paragraph 5 hereof, there may be no change in the use of this Section 18.6the Premises and no remodeling of or alterations to the Premises without, in each instance, the prior written consent of Landlord and Tenant acknowledge that, in conformance with the context terms of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease. (f) Assignee agrees to save, indemnify, defend and hold Assignor harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys’ fees) of Assignor under the Lease or Sublease, arising after the Date of Delivery, and on account of, or arising out of, the obligations and liabilities of the Assignor so assumed by Assignee hereunder. (g) Upon execution of this Assignment, Assumption and Consent, Assignee shall pay to Assignor the sum of $20,400.00 which represents Assignor’s Security Deposit currently on deposit with Landlord. (h) Assignee has read the disclaimer set forth in Section 4 and the general provisions set forth in Section 5 of this instrument and executes this instrument with full knowledge and acceptance of such sections, both of which are incorporated herein. /// /// /// /// /// EXECUTED this 15th day of July, 1999. ASSIGNEE: NEUROTHERMIA, INC., a California corporation By /s/ Xxxx Xxxxx Its President By /s/ [Illegible] Its Secretary

Assumption of Lease. In the event Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-fully- operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. If, during the original term of this lease, or any renewal term thereof: (i) Tenant's dealer agreement with Southeast Toyota Distributors, Inc., (or such dealer agreement of any successor of Tenant) should be terminated or otherwise expire (it being understood that such termination or expiration shall not terminate this Lease) or, (ii) if this Lease should terminate for any reason, The Dealer Development Group, Inc. (herein referred to as D.D.G.) without taking any action whatsoever, may permit it to terminate, or, in either case, at its sole discretion and option, (hereinafter, "Option") within a reasonable period of time after receiving notice of the events named in (i) or (ii) above, may assume the rights and liabilities of Tenant (or any successor Tenant), including the right to exercise any option for a renewal term that Tenant may have failed to exercise under this Lease for the balance of the term and any renewal periods thereafter and further including the right to exercise any option to purchase the premises pursuant to the terms of this Lease, or may nominate another corporation or entity holding a regularly authorized dealer agreement from Southeast Toyota Distributors, Inc. to assume said rights and liabilities, an upon D.D.G. exercising, said Option or making said nomination, this Lease shall not terminate (as would otherwise occur in the second case) but shall continue, and in either case, without any further consent being required hereunder. Tenant (including any successor of Tenant) shall be deemed to have assigned this Lease to the D.D.G. or said nominee as the case may be, and Landlord shall be deemed to have consented thereto and to have recognized D.D.G. or its nominee as the Tenant hereunder. This assignment shall not relieve Southeast Toyota Distributors, Inc. of its obligations to Landlord hereunder. In the event Tenant D.D.G. shall become a Debtor under Chapter 7 of assume the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 rights and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations liabilities of Tenant under this Lease, as aforesaid, it may assign and to keep sublet the Premises stocked with merchandise same on the same basis and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee conditions as it may nominate another corporation or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable entity as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Leaseaforesaid.

Assumption of Lease. In the event (i) Tenant shall become a Debtor debtor under Chapter 7 of the Bankruptcy Code or (“Code”ii) or a petition for reorganization or adjustment of debts is filed concerning “Tenant under Chapters Chapter 11 or Chapter 13 of the Bankruptcy Code, or (iii) a proceeding is filed under Chapter 7 and is transferred to Chapters Chapter 11 or 13Chapter 13 then, in any such case, the Trustee trustee or Tenant, as Debtor debtor and as Debtor-Inln-Possession, (x) shall, within the statutory time, assume or reject this Lease, and (y) shall not seek or request any extension or adjournment of any application by Landlord to require the trustee or “Tenant, as debtor and as Debtor-ln-Possession, to assume or reject this Lease- and (z) may not elect to assume this Lease unlessLease, unless at the time of such assumption, the Trustee trustee or Tenant has: 1. Cured has cured or provided Landlord “Adequate Assurance” (as defined belowdetermined by Bankruptcy Court) that: : (aaa) Within ten (10) days from within the date of such assumption time set forth in the Trustee Bankruptcy Code, the trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault including, including without limitation, . Landlord’s reasonable costs, expenses, accrued interest as set forth in the Lease, and actual attorneys’ fees incurred as a result of the default; default and/or to enforce the terms hereof: (bbb) Within thirty (30) days from within the date of such assumption time set forth in the Trustee Bankruptcy Code, the trustee or Tenant will cure all non-monetary nonmonetary defaults under this Lease; and and (ccc) The the assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-Inin-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. (i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord “with "Adequate Assurance” " (as defined below) that: : (ai) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s 's reasonable costs, expenses, accrued interest interest, and attorneys’ ' fees incurred as a result of the default; default or breach; (bii) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and and (ciii) The the assumption will be subject to all of the provisions of this Lease. 2. (ii) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum “minimum, "Adequate Assurance” " shall mean: : (ai) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (ii) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (ciii) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent 's Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the Lease.

Assumption of Lease. In If an Event of Bankruptcy occurs, the event receiver or trustee of Tenant's bankruptcy estate or Tenant shall become as a Debtor under Chapter 7 debtor-in-possession may assume the Lease, and may subsequently assign it, only if it performs the following within sixty (60) days after the date of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 filing of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13voluntary petition, the Trustee entry of the order for relief or Tenantthe date of conversion or admission of inability to pay debts as such become due (or such additional time as a court of competent jurisdiction may grant, as Debtor and as Debtor-In-Possessionfor cause, may not elect upon a motion made within the original sixty (60) day period): (i) 1 files a motion to assume this the Lease unless, at with the time appropriate court; (ii) satisfies each of such assumption, every one of the Trustee following conditions which Landlord and Tenant acknowledge to be commercially reasonable: (iii) cures all monetary and nonmonetary defaults under the Lease or Tenant has: 1. Cured or provided provides Landlord “with Adequate Assurance” Assurance (as defined in Paragraph 21(c) below) that: (a) Within that it will be able to cure all monetary defaults under the Lease within ten (10) days from the date of such assumption the Trustee or Tenant will cure and all monetary nonmonetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within within thirty (30) days from the date of assumption and actually so cures all such assumption the Trustee or Tenant will cure all non-monetary and nonmonetary defaults under this Leasethe Lease within said time periods; and (civ) The compensates Landlord or provides Landlord with Adequate Assurance that within ten (10) days after the date of assumption it will be subject to all compensate Landlord for any pecuniary loss that Landlord incurred as a result of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding default of Tenant, at a minimum “the trustee or debtor-in-possession, including without limitation, Landlord's reasonable costs and expenses, including attorney's fees; (v) provides Landlord with Adequate Assurance” shall mean: Assurance of Future Performance (aas defined in Paragraph 21(c) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment below) of all secured Tenant's future obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease; and (vi) delivers to Landlord a written statement that the conditions in this Paragraph 21(b) have been satisfied.

Assumption of Lease. In the event Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-Inin-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “"Adequate Assurance” " (as defined below) that: (ai) Within ten thirty (1030) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s 's reasonable costs, expenses, accrued interest as set forth in Section 4.2 of the Lease, and attorneys’ ' fees incurred as a result of the default; (bii) Within thirty sixty (3060) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; provided, however, if any such default cannot with due diligence be wholly cured within such sixty (60) day period, the Trustee or Tenant shall have such longer period as may be reasonably necessary to cure the default, so long as the Trustee or Tenant proceeds promptly to commence the cure of same within such sixty (60) day period and diligently prosecutes the cure to completion (provided, however, that in the case of any such default that, in Landlord's reasonable judgment, results in or is likely to result in a default by Landlord of any of its obligations under the Ground Lease, the time within which such default may be cured shall expire one hundred eighty days (180) days after the date that Landlord notifies Tenant and the Trustee (if any) of its concern that such default results in or is likely to result in a default by Landlord of any of its obligations under the Ground Lease); and (ciii) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.618.8, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “"Adequate Assurance” " shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In Pursuant to and in accordance with the event Tenant shall become a Debtor under Chapter 7 provisions of the Bankruptcy Code (“Code”) Intercreditor Agreement, Lender may elect to assume all rights, title, and interest of Borrower under the Lease without terminating the Mortgage, and may thereafter assign or sublet the Leased Property or any portions thereof. If Lender elects to assume the Lease, at the option of Lender, Borrower agrees either [i] to sublet the Leased Property from Lender under an arrangement pursuant to which cash flow, after operating expenses, rent due to the Landlord, taxes, insurance, and a reasonable management fee, shall be applied to the obligations of Borrower to Lender under the Loan Documents, or, [ii] to manage the Leased Property pursuant to a management agreement with Lender pursuant to which Lender would pay Borrower a reasonable management fee to manage the operations of the Leased Property. Should Lender elect to assume all rights, title and interest of Borrower under the Lease, to enter into a sublease with Borrower or a petition for reorganization or adjustment management agreement with Borrower, and should, in any such event, Borrower refuse to execute commercially reasonably documents required by Lender (including, without limitation an assignment of debts is filed concerning Tenant under Chapters 11 or 13 of the Codelease, a sublease, or a proceeding is filed under Chapter 7 management agreement), then Lender shall be entitled to a temporary restraining order granting possession of the Leased Property to Lender, and is transferred injunctive relief immediately requiring Borrower to Chapters 11 execute such documents. Should Lender enter into a sublease or 13management agreement as provided above, and during the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time term of such agreement EBITDARM coverage for the Leased Property falls below 1.0 to 1.0 for a period of three consecutive calendar months following the assumption, . Lender shall have the Trustee right to terminate the sublease or Tenant has: 1management agreement. Cured In no event shall the assumption of the lease by HRT release Borrower or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date any of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting its affiliates from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee liability or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the LeaseLease to HCN.

Assumption of Lease. In Assignee acknowledges that it has inspected the event Tenant shall become a Debtor under Chapter 7 Premises and reviewed the Lease and Assignee hereby accepts the foregoing Assignment and assumes and agrees, for the benefit of Lessor, to be bound by and perform all obligations of Assignor as Lessee pursuant to and as required by the Lease and to abide by all of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 terms, provisions, covenants and conditions of the CodeLease whether arising or accruing prior to, as of, or a proceeding is filed under Chapter 7 and is transferred subsequent to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of the Assignment (the “ASSUMPTION”). Without limiting the generality of the foregoing, Assignee shall be liable for all repair, restoration, surrender and indemnification obligations of the “Lessee” under the Lease as if Assignee had been the original signatory of the Lease. Attached hereto as Exhibit A is a true copy of the Lease, which Assignee shall initial each page (however, the absence of such assumption initial shall not in any way invalidate or diminish the Trustee effectiveness of the Assignment or Tenant will cure all monetary defaults Assumption or Assignee’s obligations under this Lease the Lease). Assignor and compensate Landlord for Assignee each agrees to indemnify, defend and hold the other party harmless from and against any actual pecuniary claim, liability, loss resulting from any existing defaultor expense (including, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees and costs) incurred by the indemnified party as a result of any breach or default of, or failure to perform, at any time, any obligation under the default; Lease (bi) Within thirty accruing prior to the Effective Date as to Assignor, and (30ii) days from accruing on and after the date Effective Date solely as to Assignee. Assignee represents and warrants to Assignor and Lxxxxx that the execution and delivery of such assumption this Consent will neither violate nor constitute a default under any agreements with any third parties. Notwithstanding anything to the Trustee or Tenant will cure contrary contained herein, Assignee conclusively accepts the Premises in “AS IS” condition, with all non-monetary defaults under this Lease; and (c) The assumption will be subject faults and agrees to perform all obligations with respect to the repair, maintenance, replacement and restoration of the provisions of this Lease. 2Premises at Assignee’s sole cost (including any latent and patent defects). For purposes of this Section 18.6, Landlord and Tenant acknowledge that, Assignor has no obligation to Assignee to perform any work or improvements in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked in connection with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the LeaseAssignment.

Assumption of Lease. In the event Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aA) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults under sums due and owing under• this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest interest, and attorneys’ fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum minimum, “Adequate Assurance” shall mean: : (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent months’ Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. (i) Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest at twelve percent (12%) per annum, and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. (ii) For purposes of this Section 18.617.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-fully operational, actively promoted business in the Premises;; and (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum sum, equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aA) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s 's reasonable costs, expenses, accrued interest interest, and attorneys’ ' fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum a. minimum, “Adequate Assurance” shall mean: : (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the the- very least minimum, shall deposit a sum equal to one two (12) month’s rent months' Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the Lease.

Assumption of Lease. In the event Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aA) Within within ten (10I 0) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest interest, and attorneys’ fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum minimum, “Adequate Assurance” shall mean: : (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent months’ Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In If Lender forecloses on the event Tenant shall become a Debtor under Chapter 7 Mortgage by judicial ------------------- foreclosure, private trustee's sale pursuant to any power of sale contained in the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the CodeMortgage, or by any deed in lieu of foreclosure (a proceeding "Foreclosure"), Lender agrees to perform and undertake all obligations of Borrower (as landlord) under the Lease during the period that Lender is filed the owner of fee title to the Property, and to obtain a written assumption of Borrower's duties (as landlord) under Chapter 7 and is transferred to Chapters 11 or 13the Lease by any successor of Lender (a "Successor") following such Foreclosure; provided, however, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may Lender shall not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) thatbe: (a) Within ten liable for any act or omission of any prior landlord (10including Borrower), except for an act or omission for which Lender shall have been given notice and opportunity to cure under Section 7 of this Agreement. In addition, the parties specifically agree that Lender shall not be obligated after succeeding to Borrower's interest under the Lease to perform any duty or obligation or assume any liability relating to the construction and completion or expansion of the Premises under the Lease; or (b) days subject to any setoffs or defenses which the Tenant might have against any prior landlord (including Borrower), except for setoffs or defenses which arose out of a default by a prior landlord (including Borrower) under the terms and provisions of the Lease and for which default Lender shall have been given notice and opportunity to cure under Section 7 of this Agreement; or (c) bound by any base rent which the Tenant might have paid for more than the current month to the Borrower or any additional rent which Tenant might have paid in advance beyond the amounts authorized or required by the Lease; or (d) bound by any amendment or modification of the Lease made without its consent, it being specifically agreed that Lender hereby affirms its consent to the Lease and all of the terms and provisions contained therein. Tenant acknowledges and agrees that Lender has not assumed and does not have any obligation or liability under or pursuant to the Lease by reason of the Mortgage and that Lender will at no time have assumed or otherwise have any such obligation or liability until such time as Lender acquires title to the Premises. If Lender obtains a written assumption of all of Borrower's duties and obligations (as landlord) under the Lease by a Successor, Lender shall automatically be relieved of all liabilities arising under the Lease from and after the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Leaseassumption. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In For good and valuable consideration the event Tenant shall become a Debtor under Chapter 7 receipt and adequacy of which are hereby acknowledged and further in consideration of the Bankruptcy Code foregoing Assignment of Lease (“Code”the "Assignment") or executed with Bio Clinic Corporation, a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of Delaware corporation ("Seller") and the CodeConsent to Assignment executed by General American Life Insurance Company, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13Missouri corporation, the Trustee or Tenantattached hereto, as Debtor and as Debtor-In-PossessionCrxxx Xndustries, may not elect Inc., a Delaware corporation, does hereby agree to assume this and make all payments relating to obligations arising from and after the date hereof under the Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined belowin the Assignment), and to perform all covenants and conditions which are to be performed by Seller pursuant to the Lease from and after the date thereof. CONSENT TO ASSIGNMENT For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and further in consideration of the foregoing Assumption of Lease executed by Crxxx Xndustries, Inc., a Delaware corporation ("Assignee"), the undersigned as lessor under the Lease (as defined in the foregoing Assignment of Lease executed by Bio Clinic Corporation, a Delaware corporation ("Assignor") that: (a) Within ten (10) days does hereby consent to the foregoing Assignment of Lease whereby the rights and obligations of Assignor under the Lease arising from and after the date of such assumption the Trustee or Tenant will cure all monetary defaults under Assumption of Lease are assigned to Assignee. NOTWITHSTANDING ANYTHING HEREIN CONTAINED, SUCH CONSENT WILL NOT RELEASE BIO CLINIC CORPORATION, A DELAWARE CORPORATION, A WHOLLY OWNED SUBSIDIARY OF SUNRISE MEDICAL, INC. ("TENANT") OF ITS OBLIGATIONS OR ALTER THE PRIMARY LIABILITY OF TENANT TO PAY THE RENT AND PERFORM AND COMPLY WITH ALL OF THE OBLIGATIONS OF TENANT TO BE PERFORMED UNDER THE LEASE. Page Executed this Lease 15 day of October, 1996. BIO CLINIC CORPORATION By: s \ Stxxxx X. Xxxx Its Secretary CRXXX XNDUSTRIES, INC. By: s \ Jaxxx X. Xxxxxx Its VP-CFO GENERAL AMERICAN LIFE INSURANCE COMPANY By: s \ Wixxxxx X. Xxxxxx Its Second VP-Real Estate Page STANDARD FORM OF INDUSTRIAL LEASE (SEMI-GROSS) THIS LEASE, made this 24th day of June, 1993, by and compensate Landlord for any actual pecuniary loss resulting from any existing defaultbetween GENERAL AMERICAN LIFE INSURANCE COMPANY, including without limitation, a Missouri corporation (hereinafter "Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease"), and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operationalBIO CLINIC CORPORATION, actively promoted business in the Premises; A DELAWARE CORP. A WHOLLY OWNED SUBSIDIARY OF SUNRISE MEDICAL, INC. (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure hereinafter "Tenant’s future performance under the Lease").

Assumption of Lease. In the event Tenant shall become a Debtor under Chapter 7 Assignee hereby accepts, as of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment Effective Date, all of debts is filed concerning Tenant Assignor’s right, title and interest as well as assumes all of Assignor’s obligations, liabilities, duties and responsibilities in, under Chapters 11 or 13 and to the Lease and agrees to abide by all of the Codeterms, or a proceeding is filed under Chapter 7 provisions, covenants and is transferred conditions of the Lease, including but not limited to Chapters 11 or 13those providing for the payment of rent, the Trustee or Tenant, as Debtor additional rent and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1other charges. Cured or provided Landlord “Adequate Assurance” (as defined below) Assignee acknowledges and agrees that: (a) Within ten (10) days from It has inspected the date Premises and the Building and has received and read a copy of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate is assuming the obligations of Assignor as “Tenant” under the Lease based upon its own independent investigation and not upon any statements or representations made by or on behalf of Landlord. b) In connection with this transaction, no person has had any authority to make any representations on behalf of Landlord for concerning the Premises and/or the Building and such representations, if any, have not been relied upon by Assignee. c) The effectiveness of this Assignment Agreement is subject to the consent of Landlord, which consent is predicated upon satisfaction of the conditions set forth in Section 3 hereinbelow. d) There may be no further assignment or transfer of the Lease or subletting of the Premises, or any actual pecuniary loss resulting from any existing defaultportion thereof, including except in conformance with the terms of Article XX of the Original Lease (including, without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result prior written consent). e) There may be no change in the use of the default; (b) Within thirty (30) days from Premises and no remodeling of or alterations to the date Premises without, in each instance, the prior written consent of such assumption Landlord and in conformance with the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all terms of the provisions of this Lease. 2f) Assignee’s use of the Premises shall not conflict with other exclusive use provisions in current leases (or with exclusive use provisions in future leases, which do not, when made, conflict with Assignee’s actual and specifically permitted use of the Premises). For purposes One Westwood / L’ctat Francais / ST / July 24, 2007 g) If Assignee defaults in payment or performance of this Section 18.6any of its obligations accruing after the Effective Date, Landlord Assignee shall indemnify and Tenant acknowledge thathold Assignor harmless against any liability therefor and shall promptly reimburse Assignor for all amounts paid by Assignor to cure any such default, together with interest thereon at the rate specified in the context Lease from date of a bankruptcy proceeding expenditure to date of Tenant, at a minimum “Adequate Assurance” shall mean:repayment. (ah) The Trustee or Tenant Assignee has and will continue to have sufficient unencumbered assets after read the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods disclaimer set forth above; and (c) The Trustee or Tenant at in Section 4 and the very least shall deposit a sum equal to one (1) month’s rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Leasegeneral provisions set forth in Section 5 hereinbelow and executes this Assignment Agreement with full knowledge and acceptance of such sections, both of which are incorporated herein.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, unless at the time of such assumption, assumption the Trustee or Tenant has: 1. (i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aI) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest interest, and attorneys’ fees incurred as a result of the default; default or breach; (bII) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and and (cIII) The the assumption will be subject to all of the provisions of this Lease. 2. (ii) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum minimum, “Adequate Assurance” shall mean: : (ai) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (ii) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and : and (ciii) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. In the event If Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“"Code”") or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. i. Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord “with "Adequate Assurance” " (as defined below) that: (athat:(i) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s 's reasonable costs, expenses, accrued interest interest, and attorneys’ ' fees incurred as a result of the default; default or breach; (bii) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and and (ciii) The the assumption will be subject to all of the provisions of this Lease. 2ii. For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum “minimum, "Adequate Assurance” " shall mean: (amean:(i) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (ii) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (ciii) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent 's Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s 's future performance under the Lease.

Assumption of Lease. In the event Tenant shall become becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 1313 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has:: Xxxxxxxxxx.xxx NNN Lease 28 (1. ) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: : (aA) Within within ten (10) days from the date of such assumption assumption, the Trustee or Tenant will cure completely pay all monetary defaults sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing defaultdefault or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest interest, and attorneys’ fees incurred as a result of the default; default or breach; (bB) Within thirty within twenty (3020) days from the date of such assumption assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease; and and (cC) The the assumption will be subject to all of the provisions of this Lease. (2. ) For purposes of this Section 18.6Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of involving Tenant, at a minimum minimum, “Adequate Assurance” shall mean: : (aA) The the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep ; (B) the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above; and and (cC) The the Trustee or Tenant Tenant, at the very least minimum, shall deposit a sum equal to one two (12) month’s rent months’ Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

Assumption of Lease. If Tenant becomes the subject debtor in a -------------------- case pending under the Bankruptcy Code, Landlord's right to terminate this Lease under this Article shall be subject to the applicable rights (if any) of the trustee in bankruptcy to assume or reject this Lease as then provided for in the Bankruptcy Code. However, the Trustee in Bankruptcy must give to Landlord and Landlord must receive proper written notice of the Trustee's assumption or rejection of this Lease, within sixty (60) days after the date of the Trustee's appointment or such longer period if any provided by applicable law (the "Assumption or Rejection Period"); it being agreed that the failure of the Trustee to five notice of such assumption hereof within the Assumption or Rejection Period shall conclusively and irrevocably constitute the Trustee's rejection of this Lease and waiver of any rights of the Trustee to assume (a) Tenant's gross receipts in the ordinary course of business during the thirty (30) day immediately preceding the initiation of the case under the Bankruptcy Code must be at least twenty (20) times greater than the next payment of rent due under this Lease, (b) both the average and median of Tenant's monthly gross receipts in the ordinary course of its business during the six (6) months immediately preceding initiation of the case under the Bankruptcy Code must be at least twenty (20) times greater than the next payment of rent due under this Lease, (c) Tenant must pay to Landlord all rentals and other sums payable by Tenant hereunder including also therein its share (as estimated by Landlord) of the cost of all services (if any) provided by Landlord (whether directly or through agents or contractors, and whether or not the cost of such services is to be passed through to Tenant), in advance of the performance or provision of such services, (d) the Tenant must agree (by writing delivered to Landlord) that the Tenant's business shall be conducted in a first class manner, and that no liquidating sales, auctions, or other non-first class business shall be conducted in, at or on the demised premises, and that the use of the demise premises as stated in this Lease will remain unchanged. In the event Tenant shall become a Debtor under Chapter 7 of is unable to (i) cure its defaults, (ii) reimburse Landlord for its monetary damages, (iii) pay the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1. Cured or provided Landlord “Adequate Assurance” (as defined below) that: (a) Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults rents due under this Lease and compensate Landlord for or any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations other payments required of Tenant under this LeaseLease on time, or (iv) meet the criteria and obligations imposed by (a) through (d) above in this subparagraph, then Tenant hereby agrees in advance that Tenant has not met its burden to provide adequate assurance of future performance, and to keep the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; and (c) The Trustee or Tenant at the very least shall deposit a sum equal to one (1) month’s rent to may be held terminated by Landlord in accordance with Paragraph FOURTEENTH (without any allowance for interest thereon) to secure Tenant’s future performance under the LeaseB).

Assumption of Lease. In Assignee hereby accepts the event Tenant shall become a Debtor under Chapter 7 foregoing assignment and assumes and agrees to be bound by and perform all obligations of the Bankruptcy Code (“Code”) Tenant pursuant to the Lease arising on or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 after the Effective Date and to abide by all of the Codeterms, or a proceeding is filed under Chapter 7 provisions, covenants and is transferred conditions of the Lease, including but not limited to Chapters 11 or 13those providing for the payment of Rent, the Trustee or Tenant, as Debtor Additional Rent and as Debtor-In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: 1other charges. Cured or provided Landlord “Adequate Assurance” (as defined below) The undersigned acknowledges and agrees that: (a) Within ten (10) days from It has inspected the date Premises and the Building and has received and read a copy of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default, including without limitation, Landlord’s reasonable costs, expenses, accrued interest and attorneys’ fees incurred as a result of the default; (b) Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults under this Lease; and (c) The assumption will be subject to all of the provisions of this Lease. 2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum “Adequate Assurance” shall mean: (a) The Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill is assuming the obligations of Tenant under this Leasepursuant to the Lease based upon its own independent investigation, and not upon any statements or representations made by or on behalf of the Landlord. b) In connection with this transaction, no person has had any authority to keep make any representations on behalf of Landlord concerning the Premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully-operational, actively promoted business in the Premises; (b) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall Building and such representations, if any, have granted a valid and perfected first lien and security interest and/or mortgage in property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord not been relied upon by the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above; andundersigned. (c) The Trustee effectiveness of this Assumption and the Assignment of Lease provided for herein are subject to the consent of Landlord, which consent is predicated upon satisfaction of the conditions set forth in Section 3 of this instrument. d) There may be no further assignment or Tenant at transfer of the very least Lease or subletting of the Premises, or any portion thereof. e) There may be no change in the use of the Premises, except that Landlord shall deposit permit Assignee to use the Premises as an administrative office for a sum equal pharmaceutical company, and there shall be no remodeling of or alterations to one (1) month’s rent to be held by the Premises without, in each instance, the prior written consent of Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under and in conformance with the terms of the Lease. f) Assignee's use of the Premises shall not conflict with other exclusive use provisions in current leases ( or with exclusive use provisions in future leases, which do not, when made, conflict with Assignee's actual and specifically permitted use of the Premises). g) If Assignee defaults in payment or performance of any Tenant obligation accruing after the Effective Date, Assignee shall indemnify and hold Assignor harmless against any liability therefor and shall promptly reimburse Assignor for all amounts paid by Assignor to cure any such default, together with interest thereon at the rate specified in the Lease from date of expenditure to date of repayment. h) Assignee has read the disclaimer set forth in Section 4 and the general provisions set forth in Section 5 of this instrument and executes this instrument with full knowledge and acceptance of such sections, both of which are incorporated herein.