Common use of Bankruptcy and Insolvency Clause in Contracts

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In If the event tenancy shall be taken in execution or by other process of any receivershiplaw, or if Tenant shall file a petition in bankruptcy or insolvency, bankruptcyor if Tenant shall be declared bankrupt or insolvent, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made of Tenant’s property for the benefit of creditors, reorganization or arrangement with creditorsTenant shall be in default under this Lease, whether or not pursuant and, to bankruptcy the extent permitted by applicable law, Landlord shall be entitled to exercise any or all remedies set forth in this Lease. This Lease shall be deemed to have been rejected and terminated unless the sale trustee or Tenant assumes this Lease within sixty (60) days after the filing of all a proceeding under the Federal Bankruptcy Code or substantially within such other time as maybe provided under the Code. Tenant acknowledges that in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenant, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of all of the assets terms and conditions of the Borrowerthis Lease, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over including but not limited to the Senior Lender in submission of satisfactory current, audited financial statements. The rejection of this Lease by Tenant under the form received (except for Bankruptcy Code, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenant. Upon the endorsement occurrence of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account event of the Subordinated Indebtednessmaterial default and breach by Tenant, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail Landlord may terminate this Lease by written notice to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedTenant.

Bankruptcy and Insolvency. In the event of the filing or commencement of any receivership, insolvency, bankruptcy, assignment for proceeding by or against Tenant under the benefit of creditors, reorganization Federal Bankruptcy Code (as the same may be amended or arrangement with creditors, whether or not pursuant recodified from time to bankruptcy lawtime), the sale of all Trustee, Receiver or substantially Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of the assets following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided “adequate assurance” that such defaults will be promptly cured; (ii) Landlord is compensated, or “adequate assurance” is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under the Lease; and (iii) Landlord is provided “adequate assurance” of future performance of all of the Borrowercovenants, dissolutionagreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, liquidation “adequate assurance” of future performance of the terms and provisions of this Lease, shall include adequate assurance: (a) of the source of rent and other consideration due under this Lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, as reasonably adjusted for inflation; (b) that assumption or assignment of this Lease is subject to all the provisions of this Lease; and (c) of the performance of any other marshalling requirement hereafter imposed by any Regulation or which landlords or courts are hereafter authorized or permitted by law to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the assets Federal Bankruptcy Code (as the same may be amended or liabilities of the Borrowerrecodified from time to time), the Subordinated Creditor will file Trustee, Receiver or Tenant, as debtor in possession, shall timely perform all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee’s or debtor-Tenant’s obligations under any other paragraph of this Subsection, and acceptance of performance under this paragraph by Landlord shall not constitute a waiver or relinquishment of Landlord’s rights under this Lease. The failure by the Trustee in respect any case under any chapter of the Subordinated Indebtedness Bankruptcy Code to assume or reject this Lease sixty (60) days after the order for relief or within such additional time as the Court, for cause, within such sixty (60) day period shall fix, shall be deemed a rejection, and will hold the Trustee shall immediately surrender the Premises to Landlord. This Lease may not be assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, Receiver, or Tenant, as a debtor in trust for possession, acting in accordance with the Senior Lender and promptly pay over provisions contained in this Subsection, shall not under any circumstances require Landlord to the Senior Lender in the form received (except for the endorsement provide services or supplies incidental to this Lease before any assumption of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtednessthis Lease, unless Landlord shall be compensated under the terms of this Lease for any services and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any supplies provided under this Lease before such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedassumption.

Bankruptcy and Insolvency. In The interest of Tenant in this Lease may not be assigned by operation of law or other involuntary assignment. Landlord may terminate this Lease upon any involuntary assignment including the event following events: i. If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditor or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt, or if any receivership, insolvency, bankruptcy, one of the individuals comprising Tenant is or becomes bankrupt or insolvent or makes an assignment for the benefit of creditors; ii. If a Writ of Attachment or Execution is levied upon Tenant on this Lease; or iii. If, reorganization in any proceeding or arrangement action to which Tenant is a party, a receiver is appointed with creditors, whether or not pursuant authority to bankruptcy law, the sale of all or substantially all take possession of the assets Premises. An involuntary assignment may be construed as a default by Tenant and could terminate Tenant’s right to possession of the BorrowerPremises, dissolution, liquidation or any other marshalling and Landlord shall have the right to elect to terminate this Lease. This Lease shall not be treated as an asset of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender Tenant in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminatedevent Landlord terminates this Lease. If the Subordinated Creditor shall fail Landlord has no legal right to take any such action, the Senior Lenderterminate this Lease and Tenant, as attorneya debtor-in-fact for possession pursuant to the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior LenderBankruptcy Code, or any its trustee, elects to assume this Lease, adequate assurance of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action future performance must be given in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver addition to the Senior Lender cure of all outstanding defaults. Adequate assurance of future performance shall constitute the posting of three (3) months advance rent and reasonable financial assurance that such other and further powers-of-attorney debtor, trustee or instruments as assignee is financially capable of continued performance of all obligations under this Lease. In the Senior Lender may request in order to accomplish event of a Chapter 11 reorganization under the foregoing. If the Senior Lender desires to permit the use Bankruptcy Code, this Lease must be assumed or assigned within sixty (60) days of cash collateral filing or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedthis Lease will be deemed rejected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender Preferred Lenders and promptly pay over to the Senior Lender Preferred Lenders in the form received (except for the endorsement of the Subordinated Creditor Creditors where necessary) for application to the then-existing Senior Lender IndebtednessPreferred Lenders Debt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness Preferred Lenders Debt has been paid in full and the Senior Lender’s Lien in the Collateral has been terminatedfull. If the a Subordinated Creditor shall fail to take any such action, the Senior LenderPreferred Lenders, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor Creditors each hereby irrevocably appoints the Senior LenderPreferred Lenders, or any of its officers or employees on behalf of a Preferred Lender designated by the Senior LenderPreferred Lenders, as the attorney-in-fact for the Subordinated Creditor Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own Preferred Lenders’ name or in the name of the Subordinated Creditor Creditors as the Senior Lender Preferred Lenders may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor Creditors will each execute and deliver to the Senior Lender Preferred Lenders such other and further powers-of-attorney or instruments as the Senior Lender Preferred Lenders may request in order to accomplish the foregoing. If the Senior Lender desires Preferred Lenders desire to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. 34.1. In the event that Tenant becomes a debtor in a case filed under Chapter 7 of the Bankruptcy Code and Tenant’s trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or, otherwise, such election and assignment may be made only if the provisions of Section 34.2 and 34.4 are satisfied as if the election to assume were made in a case filed under Chapter 11 of the Bankruptcy Code. If Tenant or Tenant’s trustee shall fail to elect to assume this Lease within 90 days after the filing of such petition or such additional time as provided by the court within such 90-day period, this Lease shall be deemed to have been rejected. Immediately thereupon, Landlord shall be entitled to possession of the Premises without further obligation to Tenant or Tenant’s trustee and this Lease upon the election of Landlord shall terminate, but Landlord’s right to be compensated for damages (including, without limitation, liquidated damages pursuant to any provision hereof) or the exercise of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditorsother remedies in any such proceeding shall survive, whether or not pursuant this Lease shall be terminated. 34.2. In the event that Tenant becomes a debtor in a case filed under Chapter 11 of the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy Code which is transferred to bankruptcy lawChapter 11, Tenant’s trustee or Tenant, as debtor-in-possession, must elect to assume this Lease in whole within 120 days from the sale date of all the filing of the petition under Chapter 11 or substantially the transfer thereto or Tenant’s trustee or the debtor-in-possession shall be deemed to have rejected this Lease. In the event that Tenant, Tenant’s trustee or the debtor-in-possession has failed to perform all of Tenant’s obligations under this Lease within the assets time periods (excluding grace periods) required for such performance, no election by Tenant’s trustee or the debtor-in-possession to assume this Lease, whether under Chapter 7 or Chapter 11, shall be permitted or effective unless each of the Borrowerfollowing conditions have been satisfied: (a) Tenant’s trustee or the debtor-in-possession has cured all defaults under this Lease, dissolutionor has provided Landlord with Assurance (as defined below) that it will cure all defaults susceptible of being cured by the payment of money within thirty days from the date of such assumption and that it will cure all other defaults under this Lease which are susceptible of being cured by the performance of any act promptly after the date of such assumption. (b) Tenant’s trustee or the debtor-in-possession has compensated Landlord, liquidation or has provided Landlord with Assurance that within thirty days from the date of such assumption, it will compensate Landlord for any other marshalling actual pecuniary loss incurred by Landlord arising from the default of Tenant, Tenant’s trustee, or the debtor-in-possession as indicated in any statement of actual pecuniary loss sent by Landlord to Tenant’s trustee or the debtor-in-possession. (c) Tenant’s trustee or the debtor-in-possession has provided Landlord with Assurance of the assets or liabilities future performance of the Borrower, the Subordinated Creditor will file all claims, proofs each of claim or other instruments of similar character necessary to enforce the obligations of Tenant, Tenant’s trustee or the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorneydebtor-in-fact for possession under this Lease, and, Tenant’s trustee or the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorneydebtor-in-fact possession shall also (i) deposit with Landlord, as security for the Subordinated Creditor timely payment of Rent hereunder, an amount equal to three installments of Base Rental (at the rate then payable) which appointment shall be applied to installments of Base Rental in the inverse order in which such installments shall become due, provided all the terms and provisions of this Lease shall have been complied with, and (ii) pay in advance to Landlord on the date each installment of Base Rental is coupled with an interest) with the power but not the duty payable a pro rata share of Tenant’s annual obligations for Additional Rental and other sums pursuant to demandthis Lease, xxx for, collect and receive any and such that Landlord shall hold funds sufficient to satisfy all such moneysobligations as they become due. The obligations imposed upon Tenant’s trustee or the debtor-in-possession by this Section shall continue with respect to Tenant or any assignee of this Lease after completion of bankruptcy proceedings. (d) The assumption of this Lease will not breach or cause a default under any provision of any other lease, dividends mortgage, financing arrangement or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedagreement by which Landlord is bound.

Bankruptcy and Insolvency. 34.1 In the event that Tenant shall become a debtor in a case filed under Chapter 7 of the Bankruptcy Code and Tenant's trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or, otherwise, such election and assignment may be made only if the provisions of paragraph 34.2 and 34.4 are satisfied as if the election to assume were made in a case filed under Chapter 11 of the Bankruptcy Code. If Tenant or Tenant's trustee shall fail to elect to assume this Lease within ninety (90) days after the filing of such petition or such additional time as provided by the court within such 90-day period, this Lease shall be deemed to have been rejected. Immediately thereupon, Landlord shall be entitled to possession of the Premises without further obligation to Tenant or Tenant's trustee and this Lease upon the election of Landlord shall terminate, but Landlord's right to be compensated for damages (including, without limitation, liquidated damages pursuant to any provision hereof) or the exercise of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditorsother remedies in any such proceeding shall survive, whether or not pursuant this Lease shall be terminated. 34.2 In the event that Tenant shall become a debtor in a case filed under Chapter 11 of the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy Code which is transferred to bankruptcy lawChapter 11, Tenant's trustee or Tenant, as debtor-in-possession, must elect to assume this Lease in whole within one hundred twenty (120) days from the sale date of all the filing of the petition under Chapter 11 or substantially the transfer thereto or Tenant's trustee or the debtor-in-possession shall be deemed to have rejected this Lease. In the event that Tenant, Tenant's trustee or the debtor-in-possession has failed to perform all of Tenant's obligations under this Lease within the assets time periods (excluding grace periods) required for such performance, no election by Tenant's trustee or the debtor-in-possession to assume this Lease, whether under Chapter 7 or Chapter 11, shall be permitted or effective unless each of the Borrowerfollowing conditions have been satisfied: (a) Tenant's trustee or the debtor-in-possession has cured all defaults under this lease, dissolutionor has provided Landlord with Assurance (as defined below) that it will cure all defaults susceptible of being cured by the payment of money within ten (10) days from the date of such assumption and that it will cure all other defaults under this Lease which are susceptible of being cured by the performance of any act promptly after the date of such assumption. (b) Tenant's trustee or the debtor-in-possession has compensated Landlord, liquidation or has provided Landlord with Assurance that within ten (10) days from the date of such assumption, it will compensate Landlord for any other marshalling actual pecuniary loss incurred by Landlord arising from the default of Tenant, Tenant's trustee, or the debtor-in- possession as indicated in any statement of actual pecuniary loss sent by Landlord to Tenant's trustee or the debtor-in- possession. (c) Tenant's trustee or the debtor-in-possession has provided Landlord with Assurance of the assets or liabilities future performance of the Borrower, the Subordinated Creditor will file all claims, proofs each of claim or other instruments of similar character necessary to enforce the obligations of Tenant, Tenant's trustee or the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorneydebtor-in-fact for possession under this Lease, and, Tenant's trustee or the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorneydebtor-in-fact possession 10 shall also (i) deposit with Landlord, as security for the Subordinated Creditor timely payment of rent hereunder, an amount equal to three (3) installments of Base Rental (at the rate then payable) which appointment shall be applied to installments of Base Rental in the inverse order in which such installments shall become due, provided all the terms and provisions of this Lease shall have been complied with, and (ii) pay in advance to Landlord on the date each installment of Base Rental is coupled with an interest) with the power but not the duty payable a pro rata share of Tenant's annual obligations for additional rent and other sums pursuant to demandthis Lease, xxx for, collect and receive any and such that Landlord shall hold funds sufficient to satisfy all such moneysobligations as they become due. The obligations imposed upon Tenant's trustee or the debtor-in-possession by this paragraph shall continue with respect to Tenant or any assignee of this Lease after completion of bankruptcy proceedings. (d) The assumption of this Lease will not breach or cause a default under any provision of any other lease, dividends mortgage, financing arrangement or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedagreement by which Landlord is bound.

Bankruptcy and Insolvency. A. In the event TENANT shall become a debtor under Chapter 7 of the Bankruptcy Code as it may be amended or to any receivershipother successor statute thereto, insolvencyand the Trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, bankruptcysuch election and assignment may only be made if all of the terms and conditions of hereof are satisfied. If such Trustee shall fail to elect or assume this Lease within sixty (60) days after the filing of the Petition, assignment this Lease shall be deemed to have been reflected. LANDLORD shall be thereupon immediately entitled to possession of the demised premises without further obligation to TENANT or Trustee, and this Lease shall be canceled, but LANDLORD’S right to be compensated for damages in such liquidation proceedings shall survive. B. In the event a Petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Bankruptcy Code, or a proceeding is filed under Chapter 7 of the Bankruptcy Code and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor-In-Possession, must elect to assume this Lease within seventy-five (75) days from the date of the filing of the Petition under Chapters 11 or 13, or the Trustee or Debtor-In- Possession shall be deemed to have rejected this Lease. No election by the Trustee or Debtor-In-Possession to assume this Lease, whether under Chapters 7, 11 or 13, shall be effective unless each of the following conditions, which LANDLORD and TENANT acknowledge are commercially reasonable in the context of a bankruptcy proceeding of TENANT, have been satisfied, and LANDLORD has so acknowledged in writing: (1) The Trustee or the Debtor-In-Possession has cured, or has provided LANDLORD adequate assurance (as defined below) that: (i) Within ten (10) days from the date of such assumption the Trustee will cure all monetary defaults under this Lease; and (ii) Within thirty (30) days from the date of such assumption the Trustee will cure all non-monetary defaults under this Lease. (2) The Trustee or the Debtor-In-Possession has compensated, or has provided to LANDLORD adequate assurance (as defined below) that within ten (10) days from the date of assumption LANDLORD will be compensated for any pecuniary loss incurred by LANDLORD arising from the default of TENANT, the trustee, or the Debtor-In- Possession as recited in LANDLORD’S written statement of pecuniary loss sent to the Trustee or Debtor-In-Possession. (3) The Trustee or the Debtor-In-Possession has provided LANDLORD with adequate assurance of the future performance of each of TENANT’S, Trustee’s or Debtor-In- Possession’s obligations under this lease; provided, however, that: (i) The Trustee or Debtor-In-Possession shall also deposit with LANDLORD, as security for the timely payment of rent, an amount equal to three (3) months rent (as adjusted pursuant to Section 35.B(3)(iii)below) and other monetary charges accruing under this Lease; and (ii) If not otherwise required by the terms of the Lease, the Trustee or Debtor-In- Possession shall also pay in advance on the date minimum rent is payable 1/12th of TENANT’S annual obligations under this Lease for maintenance, common area charges, real estate taxes, merchants’ association dues, insurance and similar charges. (iii) From and after the date of the assumption of this Lease, the Trustee or Debtor- In-Possession shall pay as minimum rent an amount equal to the minimum rental otherwise payable hereunder, which amount shall be payable in advance in equal monthly installments on the date minimum rent is payable. (iv) The obligations imposed upon the Trustee or Debtor-In-Possession shall continue with respect to Tenant or any assignee of the Lease after the completion of bankruptcy proceedings. (4) The assumption of this Lease will not: (i) Breach any provision in any other lease, mortgage, financing agreement or other agreement by which LANDLORD is bound relating to the Shopping Center; or (ii) Disrupt, in LANDLORD’S reasonable judgment, the tenant mix of the Shopping Center or any other attempt by LANDLORD to provide a specific variety of retail stores in the Shopping Center which, in LANDLORD’S judgment, would be most beneficial to all of the tenants of the Shopping Center and would enhance the image, reputation and profitability of the Shopping Center. C. For purposes of this Section, LANDLORD and TENANT acknowledge that in the context of a bankruptcy proceeding of TENANT, at a minimum “adequate assurance” shall mean: (1) The Trustee or Debtor-In-Possession 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 Debtor-In-Possession will have sufficient funds to fulfill the obligations of TENANT under this Lease, and to keep the demised premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully operational, actively promoted business on the demised premises; and (2) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to LANDLORD and/or the Trustee or Debtor-In-Possession shall have granted a valid and perfected first lien and security interest and/or mortgage in property of TENANT, Trustee or Debtor-In-Possession, acceptable as to value and kind to LANDLORD, to secure to LANDLORD with obligation of the Trustee or Debtor-In-Possession to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above. (3) In the event that this Lease is assumed by a Trustee appointed for TENANT or by TENANT as Debtor-In-Possession under the provisions of Section (2) hereof and thereafter TENANT is liquidated or files a subsequent Petition for reorganization or adjustment of debts under Chapters 11 or 13 of the Bankruptcy Code, then, and in either of such events, LANDLORD may, at its option, terminate this Lease and all rights of TENANT hereunder, by giving TENANT written notice of its election to so terminate, by no later than thirty (30) days after the occurrence of either of such events. (4) If the Trustee or Debtor-In-Possession has assumed the Lease pursuant to the terms and provisions of Sections (1) or (2) herein, for the purposes of assigning (or elects to assign) TENANT’S interest under this Lease or the estate created thereby, to any other person, such interest or estate may be so assigned only if LANDLORD shall acknowledge in writing that the intended assignee has provided adequate assurance as defined in this Section (4) of future performance of all of the terms, covenants and conditions of this Lease to be performed by TENANT. For purposes of this Section (4), LANDLORD and TENANT acknowledge that, in the context of a Bankruptcy proceeding of TENANT, at a minimum “adequate assurance of future performance” shall mean that each of the following conditions have been satisfied, and LANDLORD has so acknowledged in writing: (i) The assignee has submitted a current financial statement audited by a certified public accountant which shows a net worth and working capital in amounts determined to be sufficient by LANDLORD to assure the future performance by such assignee of TENANT’S obligations under this Lease; (ii) The assignee, if requested by LANDLORD, shall have obtained guarantees in form and substance satisfactory to LANDLORD from one (1) or more persons who satisfy LANDLORD’S standards of creditworthiness; (iii) The assignee has submitted in writing evidence, satisfactory to LANDLORD, of substantial retailing experience in shopping centers of comparable size to the Shopping Center and in the sale of merchandise and services permitted under this Lease; and (iv) LANDLORD has obtained all consents or waivers from any third party required under any lease, mortgage, financing arrangement or other agreement by which LANDLORD is bound to permit LANDLORD to consent to such assignment. (5) When, pursuant to the Bankruptcy Code, the Trustee or Debtor-In-Possession shall be obligated to pay reasonable use and occupancy charges for the use of the demised premises or any portion thereof, such charges shall not be less than the minimum rent as defined in this Lease and other monetary obligations of TENANT for the payment of maintenance, common area charges, real estate taxes, merchants association dues, insurance and similar charges. (6) Neither TENANT’S interest in the Lease, nor any lesser interest of TENANT herein, nor any estate of TENANT hereby created, shall pass to any trustee, receiver, assignee for the benefit of creditors, reorganization or arrangement with creditorsany other person or entity, whether or not otherwise by operation of law under the laws of any state having jurisdiction of the person or property of TENANT (hereinafter referred to as the “state law”) unless LANDLORD shall consent to such transfer in writing. No acceptance by LANDLORD of rent or any other payments from any such trustee, receiver, assignee, person or other entity shall be deemed to have waived, nor shall it waive the need to obtain LANDLORD’S consent of LANDLORD’S right to terminate this Lease for any transfer of TENANT’S interest under this Lease without such consent. (7) In the event the estate of TENANT created hereby shall be taken in execution or by other process of law, or if TENANT or any guarantor of TENANT’S obligations hereunder (hereinafter referred to as the “Guarantor”) shall be adjudicated insolvent pursuant to the provisions of any present or future insolvency law under state law, or if any proceedings are filed by or against the guarantor under the Bankruptcy Code, or any similar provisions of any future federal bankruptcy law, the sale of all or substantially all if a Receiver or Trustee of the assets property of TENANT or guarantor shall be appointed under state law by reason of TENANT’S or guarantor’s insolvency or if any assignment shall be made of TENANT’S or the law; then and in such event LANDLORD may, at its option, terminate this Lease and all rights of TENANT hereunder by giving TENANT written notice of the Borrower, dissolution, liquidation or any other marshalling election to so terminate within thirty (30) days after the occurrence of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedevent.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s 's Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s 's behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s 's own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Upon the occurrence of any of the events described in this paragraph, the Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior 8878\85\941071.7 Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. (a) In the event the estate created hereby shall be taken in execution or by other process of law, or if Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any receivershipstate or federal insolvency or bankruptcy law, insolvencyor if a receiver or trustee of the property of Tenant shall be appointed, bankruptcy, or if any assignment shall be made of Tenant's property for the benefit of creditors, reorganization creditors or arrangement with creditors, whether if a petition shall be filed by or not against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall not be withdrawn and the proceedings dismissed within 90 days after the filing of the petition, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant; provided, however, if the order of the court creating any of such disabilities shall not be final by reason of pendency of such proceedings, or appeal from such order, or if the petition shall have been withdrawn or the proceedings dismissed within 90 days after the filing of the petition, then Landlord shall not have the right to terminate this Lease so long as Tenant performs its obligations hereunder. (b) If, as a matter of law, Landlord has no right on the sale bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee, wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all or substantially all defaults existing under this Lease on Tenant's part on the date of filing of the assets proceeding (such assurances being defined below), Tenant, as debtor, or the trustee or assignee, must also furnish adequate assurances of future performance under this Lease (as defined herein). Adequate assurance of curing defaults means the Borrowerposting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months' rent, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for case of an assignee, assuring Landlord that the endorsement assignee is financially capable of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedassuming this Lease.

Bankruptcy and Insolvency. 14.1 Neither Tenant's interest in this Lease, nor any estate hereby created in Tenant nor any interest herein or therein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law except as may specifically be provided pursuant to the United States Bankruptcy Code. 14.2 In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if Tenant shall file a voluntary petition or proceeding under any receivershipfederal or state law dealing with bankruptcy, insolvency, bankruptcyreorganization or any other adjustment of its debts, or if any assignment shall be made of the property of Tenant for the benefit of creditors, reorganization then and in any such event, this Lease and all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the Term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. 14.3 Tenant shall not cause or arrangement with creditors, whether give cause for the appointment of a trustee or not pursuant to bankruptcy law, the sale of all or substantially all receiver of the assets of Tenant and shall not make any assignment for the Borrowerbenefit of creditors or become or be adjudicated insolvent, dissolutionor file any voluntary petition or commence any voluntary proceeding in respect thereto. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of Tenant or of its assets, liquidation shall be conclusive evidence that Tenant caused, or any other marshalling gave cause therefor, unless such allowance of the assets petition, or liabilities the appointment of the Borrowera trustee or receiver, the Subordinated Creditor will file all claimsis vacated within forty-five (45) days after such allowance or appointment. Any act described in this Section 14.3 shall be deemed a material breach of Tenant's obligations hereunder, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and this Lease shall thereupon automatically terminate. Landlord does, in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtednessaddition, reserve any and all moneysother remedies provided in this Lease or by law or in equity. 14.4 Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code: 14.4.1 Tenant, dividends as debtor and as debtor in possession, and any trustee who may be appointed agree as follows: (a) to perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (b) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy on the Premises an amount equal to all rent, additional rent and other assets received charges otherwise due pursuant to this Lease; and (c) to reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within 120 days (or such shorter term as Landlord, in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and (d) to give Landlord at least forty-five (45) days' prior written notice of any proceeding relating to any assumption of this Lease; and (e) to give Landlord at least thirty (30) days' prior written notice of any abandonment of the Premises; any such proceedings on account abandonment to be deemed a rejection of this Lease; and (f) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (g) to be deemed to have rejected this Lease in the event of the Subordinated Indebtednessfailure to comply with any of the above; and (h) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same. 14.4.2 No Event of Default or default of this Lease by Tenant, either prior to or subsequent to the filing of such a petition, shall be deemed to have been waived unless expressly done so in writing by Landlord. 14.4.3 Included within and until in addition to any other conditions or obligations imposed upon Tenant or its successor in the Senior Lender Indebtedness has been paid in full event of assumption and/or assignment are the following: (a) the cure of any monetary defaults and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any reimbursement of its officers or employees on behalf pecuniary loss within not more than thirty (30) days of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained hereinassumption and/or assignment; and (b) the Subordinated Creditor will execute and deliver deposit of an additional sum equal to three months' rent to be held pursuant to the Senior Lender such other terms of Section 10 of this Lease; and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit (c) the use of cash the Quinton Demised Premises as set forth in Section 3 of this Lease; and (x) xxe prior written consent of any mortgagee to which this Lease has been assigned as collateral or to provide post-petition financing security; and (e) the Quinton Demised Premises, at all times, remains a single leasehold stxxxxxxx and no physical changes of any kind may be made to the Borrower, Quinton Demised Premises unless in compliance with the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedapplicable proxxxxxxx of this Lease.

Bankruptcy and Insolvency. 14.1 Neither Tenant's interest in this Lease, nor any estate hereby created in Tenant nor any interest herein or therein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law except as may specifically be provided pursuant to the United States Bankruptcy Code. 14.2 In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if Tenant shall file a voluntary petition or proceeding under any receivershipfederal or state law dealing with bankruptcy, insolvency, bankruptcyreorganization or any other adjustment of its debts, or if any assignment shall be made of the property of Tenant for the benefit of creditors, reorganization then this Lease and all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the Term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. 14.3 Tenant shall not cause or arrangement with creditors, whether give cause for the appointment of a trustee or not pursuant to bankruptcy law, the sale of all or substantially all receiver of the assets of Tenant and shall not make any assignment for the Borrowerbenefit of creditors or become or be adjudicated insolvent, dissolutionor file any voluntary petition or commence any voluntary proceeding in respect thereto. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of Tenant or of its assets, liquidation shall be conclusive evidence that Tenant caused, or any other marshalling gave cause therefor, unless such allowance of the assets petition, or liabilities the appointment of the Borrowera trustee or receiver, the Subordinated Creditor will file all claimsis vacated within sixty (60) days after such allowance or appointment. Any act described in this Section 14.3 shall be deemed a material breach of Tenant's obligations hereunder, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and this Lease shall thereupon automatically terminate. Landlord does, in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtednessaddition, reserve any and all moneysother remedies provided in this Lease or by law or in equity. 14.4 Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code: 14.4.1 Tenant, dividends as debtor and as debtor in possession, and any trustee who may be appointed agree as follows: (a) to perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (b) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy on the Premises an amount equal to all rent, additional rent and other assets received in charges otherwise due pursuant to this Lease; and (c) to reject or assume this Lease within 60 days of the filing of such petition under the Bankruptcy Code; and (d) to give Landlord at least 45 days' prior written notice of any proceeding relating to any assumption of this Lease; and (e) to give Landlord at least 30 days' prior written notice of any abandonment of the Premises; any such proceedings on account abandonment to be deemed a rejection of this Lease; and (f) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (g) to be deemed to have rejected this Lease in the event of the Subordinated Indebtednessfailure to comply with any of the above, and (h) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same. 14.4.2 No Event of Default or default of this Lease by Tenant, either prior to or subsequent to the filing of such a petition, shall be deemed to have been waived unless expressly done so in writing by Landlord. 14.4.3 Included within and until in addition to any other conditions or obligations imposed upon Tenant or its successor in the Senior Lender Indebtedness event of assumption and/or assignment are the following: (a) the cure of any monetary defaults and the reimbursement of pecuniary loss within not more than 30 days of assumption and/or assignment; and (b) the use of the Premises as set forth in Section 3 of this Lease; and (c) the prior written consent of any mortgagee to which this Lease has been paid assigned as collateral security; and (d) the Premises, at all times, remains a single leasehold structure and no physical changes of any kind may be made to the Premises unless in full and compliance with the Senior Lender’s Lien applicable provisions of this Lease. 14.5 Notwithstanding anything to the contrary contained in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such actionthis Lease, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or if any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect bankruptcy events described in this Article 14 occurs and receive any and all such moneys, dividends events are discharged or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action withdrawn in full within sixty (60) days following the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borroweroccurrence thereof, the Subordinated Creditor occurrence of such events(s) shall not object to the same or assert that its interests are not being adequately protectedconstitute an Event of Default.

Bankruptcy and Insolvency. 14.1 Neither Tenant's interest in this Lease, nor any estate hereby created in Tenant nor any interest herein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. 14.2 In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if Tenant shall file a voluntary petition or proceeding under any receivershipfederal or state law dealing with bankruptcy, insolvency, bankruptcyreorganization or any other adjustment of its debts, or if any assignment shall be made of the property of Tenant for the benefit of creditors, reorganization then and in any such event, this Lease and-all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the Term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. 14.3 Tenant shall not cause or arrangement with creditors, whether give cause for the appointment of a trustee or not pursuant to bankruptcy law, the sale of all or substantially all receiver of the assets of Tenant and shall not make any assignment for the Borrowerbenefit of creditors or become or be adjudicated insolvent, dissolutionor file any voluntary petition or commence any voluntary proceeding in respect thereto. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of Tenant or of its assets, liquidation shall be conclusive evidence that Tenant caused, or any other marshalling gave cause therefor, unless such allowance of the assets petition, or liabilities the appointment of the Borrowera trustee or receiver, the Subordinated Creditor will file all claimsis vacated within forty-five (45) days after such allowance or appointment. Any act described in this Section 14.3 shall be deemed a material breach of Tenant's obligations hereunder, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and this Lease shall thereupon automatically terminate. Landlord does, in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtednessaddition, reserve any and all moneysother remedies provided in this Lease or by law or in equity. 14.4 In the event Section 14.1 shall be deemed unenforceable by the United States Bankruptcy Court this Section 14.4 shall apply; otherwise this Section 14.4 shall have not force or effect. Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code: 14.4.1 Tenant, dividends as debtor and as debtor in possession, and any trustee who may be appointed agree as follows: (a) to perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (b) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy on the Premises an amount equal to all rent, additional rent and other assets received charges otherwise due pursuant to this Lease; and (c) to reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within 120 days (or such shorter term as Landlord, in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and (d) to give Landlord at least forty-five (45) days' prior written notice of any proceeding relating to any assumption of this Lease; and (e) to give Landlord at least thirty (30) days' prior written notice of any abandonment of the Premises; any such proceedings on account abandonment to be deemed a rejection of this Lease; and (f) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (g) to be deemed to have rejected this Lease in the event of the Subordinated Indebtednessfailure to comply with any of the above, and (h) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same. 14.4.2 No Event of Default or default of this Lease by Tenant either prior to or subsequent to the filing of such a petition, shall be deemed to have been waived unless expressly done so in writing by Landlord. 14.4.3 Included within and until in addition to any other conditions or obligations imposed upon Tenant or its successor in the Senior Lender Indebtedness has been paid in full event of assumption and/or assignment are the following: (a) the cure of any monetary defaults and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any reimbursement of its officers or employees on behalf pecuniary loss within not more than thirty (30) days of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained hereinassumption and/or assignment; and (b) the Subordinated Creditor will execute and deliver deposit of an additional sum equal to three months' rent to be held pursuant to the Senior Lender such other terms of Section 10 of this Lease; and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit (c) the use of cash the Demised Premises as set forth in Section 3 of this Lease, and (d) the prior written consent of any mortgagee to which this Lease has been assigned as collateral or to provide post-petition financing security; and (e) the Demised Premises, at all times, remains a single leasehold structure and no physical changes of any kind may be made to the Borrower, Demised Premises unless in compliance with the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedapplicable provisions of this Lease.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and except as otherwise provided in Section 3 will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Senior Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. A. In the event TENANT shall become a debtor under Chapter 7 of the Bankruptcy Code as it may be amended or to any receivershipother successor statute thereto, insolvencyand the Trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, bankruptcysuch election and assignment may only be made if all of the terms and conditions of hereof are satisfied. If such Trustee shall fail to elect or assume this Lease within sixty (60) days after the filing of the Petition, assignment this Lease shall be deemed to have been reflected. LANDLORD shall be thereupon immediately entitled to possession of the demised premises without further obligation to TENANT or Trustee, and this Lease shall be canceled, but LANDLORD’S right to be compensated for damages in such liquidation proceedings shall survive. B. In the event a Petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Bankruptcy Code, or a proceeding is filed under Chapter 7 of the Bankruptcy Code and is transferred to Chapters 11 or 13, the Trustee or Tenant, as Debtor-In-Possession, must elect to assume this Lease within seventy-five (75) days from the date of the filing of the Petition under Chapters 11 or 13, or the Trustee or Debtor-In-Possession shall be deemed to have rejected this Lease. No election by the Trustee or Debtor-In-Possession to assume this Lease, whether under Chapters 7, 11 or 13, shall be effective unless each of the following conditions, which LANDLORD and TENANT acknowledge are commercially reasonable in the context of a bankruptcy proceeding of TENANT, have been satisfied, and LANDLORD has so acknowledged in writing: (1) The Trustee or the Debtor-In-Possession has cured, or has provided LANDLORD adequate assurance (as defined below) that: (i) Within ten (10) days from the date of such assumption the Trustee will cure all monetary defaults under this Lease; and (ii) Within thirty (30) days from the date of such assumption the Trustee will cure all non-monetary defaults under this Lease. (2) The Trustee or the Debtor-In-Possession has compensated, or has provided to LANDLORD adequate assurance (as defined below) that within ten (10) days from the date of assumption LANDLORD will be compensated for any pecuniary loss incurred by LANDLORD arising from the default of TENANT, the trustee, or the Debtor-In- Possession as recited in LANDLORD’S written statement of pecuniary loss sent to the Trustee or Debtor-In-Possession. (3) The Trustee or the Debtor-In-Possession has provided LANDLORD with adequate assurance of the future performance of each of TENANT’S, Trustee’s or Debtor-In- Possession’s obligations under this lease; provided, however, that: (i) The Trustee or Debtor-In-Possession shall also deposit with LANDLORD, as security for the timely payment of rent, an amount equal to three (3) months rent (as adjusted pursuant to Section 35.B(3)(iii)below) and other monetary charges accruing under this Lease; and (ii) If not otherwise required by the terms of the Lease, the Trustee or Debtor-In- Possession shall also pay in advance on the date minimum rent is payable 1/12th of TENANT’S annual obligations under this Lease for maintenance, common area charges, real estate taxes, merchants’ association dues, insurance and similar charges. (iii) From and after the date of the assumption of this Lease, the Trustee or Debtor-In-Possession shall pay as minimum rent an amount equal to the minimum rental otherwise payable hereunder, which amount shall be payable in advance in equal monthly installments on the date minimum rent is payable. (iv) The obligations imposed upon the Trustee or Debtor-In-Possession shall continue with respect to Tenant or any assignee of the Lease after the completion of bankruptcy proceedings. (4) The assumption of this Lease will not: (i) Breach any provision in any other lease, mortgage, financing agreement or other agreement by which LANDLORD is bound relating to the Shopping Center; or (ii) Disrupt, in LANDLORD’S reasonable judgment, the tenant mix of the Shopping Center or any other attempt by LANDLORD to provide a specific variety of retail stores in the Shopping Center which, in LANDLORD’S judgment, would be most beneficial to all of the tenants of the Shopping Center and would enhance the image, reputation and profitability of the Shopping Center. C. For purposes of this Section, LANDLORD and TENANT acknowledge that in the context of a bankruptcy proceeding of TENANT, at a minimum “adequate assurance” shall mean: (1) The Trustee or Debtor-In-Possession 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 Debtor-In-Possession will have sufficient funds to fulfill the obligations of TENANT under this Lease, and to keep the demised premises stocked with merchandise and properly staffed with sufficient employees to conduct a fully operational, actively promoted business on the demised premises; and (2) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to LANDLORD and/or the Trustee or Debtor-In-Possession shall have granted a valid and perfected first lien and security interest and/or mortgage in property of TENANT, Trustee or Debtor-In-Possession, acceptable as to value and kind to LANDLORD, to secure to LANDLORD with obligation of the Trustee or Debtor-In-Possession to cure the monetary and/or non-monetary defaults under this Lease within the time periods set forth above. (3) In the event that this Lease is assumed by a Trustee appointed for TENANT or by TENANT as Debtor-In-Possession under the provisions of Section (2) hereof and thereafter TENANT is liquidated or files a subsequent Petition for reorganization or adjustment of debts under Chapters 11 or 13 of the Bankruptcy Code, then, and in either of such events, LANDLORD may, at its option, terminate this Lease and all rights of TENANT hereunder, by giving TENANT written notice of its election to so terminate, by no later than thirty (30) days after the occurrence of either of such events. (4) If the Trustee or Debtor-In-Possession has assumed the Lease pursuant to the terms and provisions of Sections (1) or (2) herein, for the purposes of assigning (or elects to assign) TENANT’S interest under this Lease or the estate created thereby, to any other person, such interest or estate may be so assigned only if LANDLORD shall acknowledge in writing that the intended assignee has provided adequate assurance as defined in this Section (4) of future performance of all of the terms, covenants and conditions of this Lease to be performed by TENANT. For purposes of this Section (4), LANDLORD and TENANT acknowledge that, in the context of a Bankruptcy proceeding of TENANT, at a minimum “adequate assurance of future performance” shall mean that each of the following conditions have been satisfied, and LANDLORD has so acknowledged in writing: (i) The assignee has submitted a current financial statement audited by a certified public accountant which shows a net worth and working capital in amounts determined to be sufficient by LANDLORD to assure the future performance by such assignee of TENANT’S obligations under this Lease; (ii) The assignee, if requested by LANDLORD, shall have obtained guarantees in form and substance satisfactory to LANDLORD from one (1) or more persons who satisfy LANDLORD’S standards of creditworthiness; (iii) The assignee has submitted in writing evidence, satisfactory to LANDLORD, of substantial retailing experience in shopping centers of comparable size to the Shopping Center and in the sale of merchandise and services permitted under this Lease; and (iv) LANDLORD has obtained all consents or waivers from any third party required under any lease, mortgage, financing arrangement or other agreement by which LANDLORD is bound to permit LANDLORD to consent to such assignment. (5) When, pursuant to the Bankruptcy Code, the Trustee or Debtor-In-Possession shall be obligated to pay reasonable use and occupancy charges for the use of the demised premises or any portion thereof, such charges shall not be less than the minimum rent as defined in this Lease and other monetary obligations of TENANT for the payment of maintenance, common area charges, real estate taxes, merchants association dues, insurance and similar charges. (6) Neither TENANT’S interest in the Lease, nor any lesser interest of TENANT herein, nor any estate of TENANT hereby created, shall pass to any trustee, receiver, assignee for the benefit of creditors, reorganization or arrangement with creditorsany other person or entity, whether or not otherwise by operation of law under the laws of any state having jurisdiction of the person or property of TENANT (hereinafter referred to as the “state law”) unless LANDLORD shall consent to such transfer in writing. No acceptance by LANDLORD of rent or any other payments from any such trustee, receiver, assignee, person or other entity shall be deemed to have waived, nor shall it waive the need to obtain LANDLORD’S consent of LANDLORD’S right to terminate this Lease for any transfer of TENANT’S interest under this Lease without such consent. (7) In the event the estate of TENANT created hereby shall be taken in execution or by other process of law, or if TENANT or any guarantor of TENANT’S obligations hereunder (hereinafter referred to as the “Guarantor”) shall be adjudicated insolvent pursuant to the provisions of any present or future insolvency law under state law, or if any proceedings are filed by or against the guarantor under the Bankruptcy Code, or any similar provisions of any future federal bankruptcy law, the sale of all or substantially all if a Receiver or Trustee of the assets property of TENANT or guarantor shall be appointed under state law by reason of TENANT’S or guarantor’s insolvency or if any assignment shall be made of TENANT’S or the law; then and in such event LANDLORD may, at its option, terminate this Lease and all rights of TENANT hereunder by giving TENANT written notice of the Borrower, dissolution, liquidation or any other marshalling election to so terminate within thirty (30) days after the occurrence of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedevent.

Bankruptcy and Insolvency. 14.1 Neither Tenant’s interest in this Lease, nor any estate hereby created in Tenant nor any interest herein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. 14.2 In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if Tenant shall file a voluntary petition or proceeding under any receivershipfederal or state law dealing with bankruptcy, insolvency, bankruptcyreorganization or any other adjustment of its debts, or if any assignment shall be made of the property of Tenant for the benefit of creditors, reorganization then and in any such event, this Lease and-all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the Term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. 14.3 Tenant shall not cause or arrangement with creditors, whether give cause for the appointment of a trustee or not pursuant to bankruptcy law, the sale of all or substantially all receiver of the assets of Tenant and shall not make any assignment for the Borrowerbenefit of creditors or become or be adjudicated insolvent, dissolutionor file any voluntary petition or commence any voluntary proceeding in respect thereto. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of Tenant or of its assets, liquidation shall be conclusive evidence that Tenant caused, or any other marshalling gave cause therefor, unless such allowance of the assets petition, or liabilities the appointment of the Borrowera trustee or receiver, the Subordinated Creditor will file all claimsis vacated within forty-five (45) days after such allowance or appointment. Any act described in this Section 14.3 shall be deemed a material breach of Tenant’s obligations hereunder, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and this Lease shall thereupon automatically terminate. Landlord does, in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtednessaddition, reserve any and all moneysother remedies provided in this Lease or by law or in equity. 14.4 In the event Section 14.1 shall be deemed unenforceable by the United States Bankruptcy Court this Section 14.4 shall apply; otherwise this Section 14.4 shall have not force or effect. Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code: 14.4.1 Tenant, dividends as debtor and as debtor in possession, and any trustee who may be appointed agree as follows: (a) to perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (b) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy on the Premises an amount equal to all rent, additional rent and other assets received charges otherwise due pursuant to this Lease; and (c) to reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within 120 days (or such shorter term as Landlord, in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and (d) to give Landlord at least forty-five (45) days’ prior written notice of any proceeding relating to any assumption of this Lease; and (e) to give Landlord at least thirty (30) days’ prior written notice of any abandonment of the Premises; any such proceedings on account abandonment to be deemed a rejection of this Lease; and (f) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (g) to be deemed to have rejected this Lease in the event of the Subordinated Indebtednessfailure to comply with any of the above, and (h) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same. 14.4.2 No Event of Default or default of this Lease by Tenant either prior to or subsequent to the filing of such a petition, shall be deemed to have been waived unless expressly done so in writing by Landlord. 14.4.3 Included within and until in addition to any other conditions or obligations imposed upon Tenant or its successor in the Senior Lender Indebtedness has been paid in full event of assumption and/or assignment are the following: (a) the cure of any monetary defaults and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any reimbursement of its officers or employees on behalf pecuniary loss within not more than thirty (30) days of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained hereinassumption and/or assignment; and (b) the Subordinated Creditor will execute and deliver deposit of an additional sum equal to three months’ rent to be held pursuant to the Senior Lender such other terms of Section 10 of this Lease; and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit (c) the use of cash the Demised Premises as set forth in Section 3 of this Lease, and (d) the prior written consent of any mortgagee to which this Lease has been assigned as collateral or to provide post-petition financing security; and (e) the Demised Premises, at all times, remains a single leasehold structure and no physical changes of any kind may be made to the Borrower, Demised Premises unless in compliance with the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedapplicable provisions of this Lease.

Bankruptcy and Insolvency. In the event of the filing or commencement of any receivership, insolvency, bankruptcy, assignment for proceeding by or against Tenant under the benefit of creditors, reorganization Federal Bankruptcy Code (as the same may be amended or arrangement with creditors, whether or not pursuant recodified from time to bankruptcy lawtime), the sale of all trustee, receiver or substantially Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of the assets following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided "adequate assurance" that such defaults will be promptly cured; (ii) Landlord is compensated, or "adequate assurance" is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under this Lease; and (iii) Landlord is provided "adequate assurance" of future performance of all of the Borrowercovenants, dissolutionagreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, liquidation "adequate assurance" of future performance of the terms and provisions of this Lease shall include adequate assurance: (a) of the source of Rent and other consideration due under this Lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, as reasonably adjusted for inflation; (b) that assumption or assignment of this Lease is subject to all the provisions of this Lease; and (c) of the performance of any other marshalling requirement hereafter imposed by any law or which landlords or courts are hereafter authorized or permitted by law to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the assets Federal Bankruptcy Code, (as the same may be amended or liabilities of the Borrowerrecodified from time to time), the Subordinated Creditor will file trustee, receiver or Tenant, as debtor in possession, shall timely perform all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee's or debtor-Tenant's obligations under any other paragraph of this Subsection, and acceptance of performance under this paragraph by Landlord shall not constitute a waiver or relinquishment of Landlord's rights under this Lease. The failure by the Trustee in respect any case under any chapter of the Subordinated Indebtedness Bankruptcy Code to assume or reject this Lease sixty (60) days after the order for relief or within such additional time as the Court, for cause, within such sixty (60) day period shall fix, shall be deemed a rejection, and will hold the Trustee shall immediately surrender the Leased Premises to Landlord. This Lease may not be assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, Receiver, or Tenant, as a debtor in trust for possession, acting in accordance with the Senior Lender and promptly pay over provisions contained in this Subsection, shall not under any circumstances require Landlord to the Senior Lender in the form received (except for the endorsement provide services or supplies incidental to this Lease before any assumption of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtednessthis Lease, unless Landlord shall be compensated under the terms of this Lease for any services and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any supplies provided under this Lease before such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedassumption.

Bankruptcy and Insolvency. 34.1 In the event that Tenant shall became a debtor in a case filed under Chapter 7 of the Bankruptcy Code end Tenant's trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or, otherwise, such election and assignment may be made only if the provisions of paragraph 34.2 end 34.4 are satisfied as if the election to assume were made in a case filed under Chapter 11 of the Bankruptcy Code. If Tenant or Tenant's trustee shall fail to elect to assume this Lease within ninety (90) days after the filing of such petition or such additional time as provided by the court within such 90-day period, this Lease shall be deemed to have been rejected. Immediately thereupon, Landlord shall be entitled to possession of the Premises without further obligation to Tenant or Tenant's trustee and this Lease upon the election of Landlord shall terminate, but Landlord's right to be compensated for damages (including, without limitation, liquidated damages pursuant to any provision hereof or the exercise of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditorsother remedies in any such proceeding shall survive, whether or not pursuant this Lease shall be terminated. 34.2 In the event that Tenant shall become a debtor in a case filed under Chapter 1l of the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy Code which is transferred to bankruptcy lawChapter 11, Tenant's trustee or Tenant, as debtor-in-possession, must elect to assume this Lease in whole within one hundred twenty (120) days from the sale date of all the filing of the petition under Chapter 11 or substantially the transfer thereto or Tenant's trustee or the debtor-in- possession shall be deemed to have rejected this Lease. In the event that Tenant, Tenant's trustee or the debtor-in-possession has failed to perform all of Tenant's obligations under this Lease within the assets time periods (excluding grace periods) required for such performance, no election by Tenant's trustee or the debtor-in-possession to assume this Lease, whether under Chapter 7 or Chapter 11, shall be permitted or effective unless each of the Borrowerfollowing conditions have been satisfied: (a) Tenant's trustee or the debtor-in-possession has cured all defaults under this lease, dissolutionor has provided Landlord with Assurance (as defined below) that it will cure all defaults susceptible of being cured by the payment of money within ten (10) days from the date of such assumption and that it will cure all other defaults under this Lease which are susceptible of being cured by the performance of any act promptly after the date of such assumption. (b) Tenant's trustee or the debtor-in-possession has compensated Landlord, liquidation or has provided Landlord with Assurance that within ten (10) days from the date of such assumption, it will compensate Landlord for any other marshalling actual pecuniary loss incurred by Landlord arising from the default of Tenant, Tenant's trustee, or the debtor-in-possession as indicated in any statement of actual pecuniary loss sent by Landlord to Tenant's trustee or the debtor-in-possession. (c) Tenant's trustee or the debtor-in- possession has provided Landlord with Assurance of the assets or liabilities future performance of the Borrower, the Subordinated Creditor will file all claims, proofs each of claim or other instruments of similar character necessary to enforce the obligations of Tenant, Tenant's trustee or the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorneydebtor-in-fact for possession under this Lease, and, Tenant's trustee or the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorneydebtor-in-fact possession shall also (i) deposit with Landlord, as security for the Subordinated Creditor timely payment of rent hereunder, an amount equal to three (3) installments of Base Rental (at the rate then payable) which appointment shall be applied to installments of Base Rental in the inverse order in which such installments shall become due, provided all the terms and provisions of this Lease shall have been complied with, and (ii) pay in advance to Landlord on the date each installment of Base Rental is coupled with an interest) with the power but not the duty payable a pro rata share of Tenant's annual obligations for additional rent and other sums pursuant to demandthis Lease, xxx for, collect and receive any and such that Landlord shall hold funds sufficient to satisfy all such moneysobligations as they become due. The obligations imposed upon Tenant's trustee or the debtor-in- possession by this paragraph shall continue with respect to Tenant or any assignee of this Lease after completion of bankruptcy proceedings. (d) The assumption of this Lease will not breach or cause a default under any provision of any other lease, dividends mortgage, financing arrangement or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedagreement by which Landlord is bound.

Bankruptcy and Insolvency. In the event of the filing or commencement of any receivership, insolvency, bankruptcy, assignment for proceeding by or against Tenant under the benefit of creditors, reorganization Federal Bankruptcy Code (as the same may be amended or arrangement with creditors, whether or not pursuant recodified from time to bankruptcy lawtime), the sale of all trustee, receiver or substantially Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of the assets following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided “adequate assurance” that such defaults will be promptly cured; (ii) Landlord is compensated, or “adequate assurance” is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under this Lease; and (iii) Landlord is provided “adequate assurance” of future performance of all of the Borrowercovenants, dissolutionagreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, liquidation “adequate assurance” of future performance of the terms and provisions of this Lease shall include adequate assurance: (a) of the source of Rent and other consideration due under this Lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, as reasonably adjusted for inflation; (b) that assumption or assignment of this Lease is subject to all the provisions of this Lease; and (c) of the performance of any other marshalling requirement hereafter imposed by any law or which landlords or courts are hereafter authorized or permitted by law to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the assets Federal Bankruptcy Code, (as the same may be amended or liabilities of the Borrowerrecodified from time to time), the Subordinated Creditor will file trustee, receiver or Tenant, as debtor in possession, shall timely perform all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee’s or debtor-Tenant’s obligations under any other paragraph of this Subsection, and acceptance of performance under this paragraph by Landlord shall not constitute a waiver or relinquishment of Landlord’s rights under this Lease. The failure by the Trustee in respect any case under any chapter of the Subordinated Indebtedness Bankruptcy Code to assume or reject this Lease sixty (60) days after the order for relief or within such additional time as the Court, for cause, within such sixty (60) day period shall fix, shall be deemed a rejection, and will hold the Trustee shall immediately surrender the Leased Premises to Landlord. This Lease may not be assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, Receiver, or Tenant, as a debtor in trust for possession, acting in accordance with the Senior Lender and promptly pay over provisions contained in this Subsection, shall not under any circumstances require Landlord to the Senior Lender in the form received (except for the endorsement provide services or supplies incidental to this Lease before any assumption of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtednessthis Lease, unless Landlord shall be compensated under the terms of this Lease for any services and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any supplies provided under this Lease before such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedassumption.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender Lenders and promptly pay over to the Senior Lender Lenders in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender IndebtednessDebt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness Debt has been paid in full and the Senior Lender’s Lenders’ Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, UMB Bank, N.A., acting on behalf of the Senior LenderLenders, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior LenderUMB Bank, or any of its officers or employees N.A., acting on behalf of the Senior LenderLenders, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power power, but not the duty duty, to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s Lenders’ own name names or in the name of the Subordinated Creditor as UMB Bank, N.A., acting on behalf of the Senior Lender Lenders, may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender UMB Bank, N.A. such other and further powers-of-attorney or instruments as the Senior Lender UMB Bank, N.A. may reasonably request in order to accomplish the foregoing. If the Senior Lender desires Lenders desire to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated, except for proceeds from (i) the Subordinated Creditor Collateral, (ii) the Collateral after the expiration of the Standstill Period and (iii) debt relating to Trade Payables Indebtedness. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. 14.1 Neither Tenant's interest in this Lease, nor any estate hereby created in Tenant nor any interest herein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. 14.2 In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if Tenant shall file a voluntary petition or proceeding under any receivershipfederal or state law dealing with bankruptcy, insolvency, bankruptcyreorganization or any other adjustment of its debts, or if any assignment shall be made of the property of Tenant for the benefit of creditors, reorganization then and in any such event, this Lease and-all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the Term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. 14.3 Tenant shall not cause or arrangement with creditors, whether give cause for the appointment of a trustee or not pursuant to bankruptcy law, the sale of all or substantially all receiver of the assets of Tenant and shall not make any assignment for the Borrowerbenefit of creditors or become or be adjudicated insolvent, dissolutionor file any voluntary petition or commence any voluntary proceeding in respect thereto. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of Tenant or of its assets, liquidation shall be conclusive evidence that Tenant caused, or any other marshalling gave cause therefor, unless such allowance of the assets petition, or liabilities the appointment of the Borrowera trustee or receiver, the Subordinated Creditor will file all claimsis vacated within forty-five (45) days after such allowance or appointment. Any act described in this Section 14.3 shall be deemed a material breach of Tenant's obligations hereunder, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and this Lease shall thereupon automatically terminate. Landlord does, in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtednessaddition, reserve any and all moneysother remedies provided in this Lease or by law or in equity. 14.4 In the event Section 14.1 shall be deemed unenforceable by the United States Bankruptcy Court this Section 14.4 shall apply; otherwise this Section 14.4 shall have not force or effect. Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code: 14.4.1 Tenant, dividends as debtor and as debtor in possession, and any trustee who may be appointed agree as follows: (a) to perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (b) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy on the Premises an amount equal to all rent, additional rent and other assets received charges otherwise due pursuant to this Lease; and (c) to reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the BioLife lease 4/1/2008 Bankruptcy Code or within 120 days (or such shorter term as Landlord, in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and (d) to give Landlord at least forty-five (45) days' prior written notice of any proceeding relating to any assumption of this Lease; and (e) to give Landlord at least thirty (30) days' prior written notice of any abandonment of the Premises; any such proceedings on account abandonment to be deemed a rejection of this Lease; and (f) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (g) to be deemed to have rejected this Lease in the event of the Subordinated Indebtednessfailure to comply with any of the above, and (h) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same. 14.4.2 No Event of Default or default of this Lease by Tenant either prior to or subsequent to the filing of such a petition, shall be deemed to have been waived unless expressly done so in writing by Landlord. 14.4.3 Included within and until in addition to any other conditions or obligations imposed upon Tenant or its successor in the Senior Lender Indebtedness has been paid in full event of assumption and/or assignment are the following: (a) the cure of any monetary defaults and the Senior Lender’s Lien in the Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any reimbursement of its officers or employees on behalf pecuniary loss within not more than thirty (30) days of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained hereinassumption and/or assignment; and (b) the Subordinated Creditor will execute and deliver deposit of an additional sum equal to three months' rent to be held pursuant to the Senior Lender such other terms of Section 34 of this Lease; and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit (c) the use of cash the Demised Premises as set forth in Section 3 of this Lease, and (d) the prior written consent of any mortgagee to which this Lease has been assigned as collateral or to provide post-petition financing security; and (e) the Demised Premises, at all times, remains a single leasehold structure and no physical changes of any kind may be made to the Borrower, Demised Premises unless in compliance with the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protectedapplicable provisions of this Lease.