Common use of Bankruptcy Considerations Clause in Contracts

Bankruptcy Considerations. (a) The prohibitions in this Lease against assignment or sublease by Tenant shall be construed to include assignments by operation of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding. If any assignment for the benefit of its creditors shall be made by Tenant, or if a voluntary or involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation or law shall occur, then and in any such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenant. (b) Notwithstanding the foregoing, if Tenant, as a debtor in possession (the “DIP”), or a trustee for the estate in bankruptcy of Tenant (the “Trustee”), assumes this Lease and proposes to assign this Lease, or sublet the Premises (or any portion thereof), pursuant to the provisions of the Federal Bankruptcy Code, 11 U.D.C. Sections 101 et seq., as amended from time to time (the “Bankruptcy Code”), to any person, partnership, corporation, or other entity (the “Proposed Assignee”) who shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the DIP or the Trustee, then such assumption of this Lease and any such assignment or sublease shall be subject to all of the following: (1) The DIP or the Trustee, as the case may be, shall give Landlord written notice, immediately after receipt by the DIP or the Trustee, as the case may be, of any offer to accept an assignment or subletting of this Lease, but in any event no later than ten (10) days prior to the date that the DIP or the Trustee, as the case may be, shall make application to a court of competent jurisdiction for authority and approval to enter into such assumption and assignment or subletting, which notice shall set forth: (i) the name and address of the Proposed Assignee; (ii) all of the terms and conditions of the Proposed Assignee’s offer; and (iii) the adequate assurance to be provided to Landlord to assure the Proposed Assignee’s future performance under this Lease, including, without limitation, the assurances referred to in Section 365 (b) (3) of the Bankruptcy Code. Landlord, upon receipt of such notice, shall have the prior right and option, to be exercised by notice to the DIP or the Trustee, as the case may be, given at any time prior to the effective date of such proposed assignment or sublease, to accept an assignment or sublease of this Lease by any other assignee or sublessee acceptable to Landlord, upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by the Proposed Assignee, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. (2) If the Rent agreed upon between the DIP or the Trustee, as the case may be, and the Proposed Assignee under any proposed assignment or sublease of the Premises (or any part thereof) is greater than the Rent that Tenant must pay Landlord hereunder for that portion of the Premises that is subject to such proposed assignment or sublease, or if any consideration shall be received by the DIP or the Trustee, as the case may be, in connection with any such proposed assignment or sublease, then all such excess rental or such consideration, and any and all other moneys or other considerations payable to otherwise to be delivered in connection with such proposed assignment or sublease, shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of the DIP, the Trustee, or of the estate of Tenant, as the case may be, within the meaning of the Bankruptcy Code. Any and all moneys or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or turned over to Landlord. (3) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument, in form and substance acceptable to Landlord, confirming such assumption. (4) Any proposed assignment of this Lease or sublease by the DIP or the Trustee, as the case may be, pursuant to provisions of the Bankruptcy Code shall provide adequate assurance of future performance under this Lease by the Proposed Assignee, which adequate assurance shall include, as a minimum, the following: (i) any Proposed Assignee of this Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months Rent accruing under this Lease; (ii) an unqualified audited financial statement prepared in accordance with generally acceptable accounting principles consistently applied, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease, which financial statement shall show the Proposed Assignee to have a net worth equal to at least twelve (12) months Rent accruing under this Lease, or, in the alternative, the proposed Assignee shall provide a guarantor of such Proposed Assignee’s obligations under the assignment of this Lease, which guarantor shall provide an audited financial statement meeting the above requirements and execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (iii) any Proposed Assignee shall grant to Landlord a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by the Proposed Assignee on the Premises. (c) Nothing contained in this Section shall be deemed a waiver of Landlord’s other rights or remedies under this Lease in the event of any default by Tenant, nor shall the acceptance by Landlord of any Proposed Assignee constitute a waiver of Landlord’s right to exercise any remedy hereunder for any default by Tenant, the Trustee or the Proposed Assignee. This Section shall only govern the Trustee and Tenant as DIP, and any assignment or sublease pursuant to such assumption, in the event of a proceeding under the Bankruptcy Code; it shall not apply to any assignment or sublease other than pursuant to the provisions of the Bankruptcy Code, nor shall it in any way limit Landlord’s rights to damages or other relief in a proceeding under the Bankruptcy Code. The requirements set forth in this Section for the assumption and any assignment or sublease of this Lease in a proceeding under the Bankruptcy Code are intended by Landlord and Tenant to define the minimum acceptable requirements for any assumption of this Lease and any subsequent assignment or sublease thereof, and shall not constitute a waiver of, or in any way limit, Landlord’s rights to petition a court of competent jurisdiction in a proceeding under the Bankruptcy Code for relief and protection in addition to that set forth herein.

Bankruptcy Considerations. (a) The prohibitions in this Lease against assignment or sublease by Tenant shall be construed to include assignments by operation of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding. If any assignment for the benefit of its creditors shall be made by Tenant, or if a voluntary or of involuntary petition in bankruptcy or for reorganizationreorganization and such petition shall not be dismissed within one hundred twenty (120) days, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation or law shall occur, then and in any such event, Landlord shall have the option to immediately immediate terminate this Lease by written notice to Tenant. (b) Notwithstanding the foregoing, if Tenant, as a debtor in possession (the “"DIP”"), or a trustee for the estate in bankruptcy of Tenant (the “"Trustee”"), assumes this Lease and proposes propose to assign this Lease, or sublet the Premises (or any portion thereof), pursuant to the provisions of the Federal Bankruptcy Code, 11 U.D.C. Sections Section 101 et seq., as amended from time to time (the “"Bankruptcy Code”"), to any person, partnership, corporation, or other entity (the “"Proposed Assignee”") who shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the DIP or the Trustee, then such assumption of this Lease and any such assignment or sublease shall be subject to all of the following: (1) The DIP or the Trustee, as the case may be, shall give Landlord written notice, immediately after receipt by the DIP or the Trustee, as the case may be, of any offer to accept an assignment or subletting of this Lease, but in any event no later than ten (10) days to the prior to the date that the DIP or the Trustee, Trustee as the case may be, shall make application to a court of competent jurisdiction for authority and approval to enter into such assumption and assignment or subletting, which notice shall set forth: (i) the name and address of the Proposed Assignee; : (ii) all of the terms and conditions of the Proposed Assignee’s 's offer; and (iii) the adequate assurance to be provided to Landlord to assure the Proposed Assignee’s 's future performance under this Lease, including, without limitation, the assurances referred to in Section 365 (b) (3) of the Bankruptcy Code. Landlord, upon receipt of such notice, shall have the prior right and option, to be exercised by notice to the DIP or the Trustee, as the case may be, given at any time prior to the effective date of such proposed assignment or sublease, to accept an assignment or sublease of this Lease by any other assignee or sublessee acceptable to Landlord, upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by the Proposed Assignee, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. (2) If the Rent agreed upon between the DIP or the Trustee, as the case may be, and the Proposed Assignee under any proposed assignment or sublease of the Premises (or any part thereof) is greater than the Rent that Tenant must pay Landlord hereunder for that portion of the Premises that is subject to such proposed assignment or sublease, or if any consideration shall be received by the DIP or the Trustee, as the case may be, in connection with any such proposed assignment or sublease, then all such excess rental or such consideration, and any and all other moneys or other considerations payable to otherwise to be delivered in connection with such proposed assignment or sublease, shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of the DIP, the Trustee, or of the estate of Tenant, as the case may be, within the meaning of the Bankruptcy Code. Any and all moneys or other considerations constituting Landlord’s 's property under the preceding proceeding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or turned over to Landlord. (3) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument, in form and substance acceptable to Landlord, confirming such assumption. (4) Any proposed assignment of this Lease or sublease by the DIP or the Trustee, as the case may be, pursuant to provisions of the Bankruptcy Code shall provide adequate assurance of future performance under this Lease by the Proposed Assignee, which adequate assurance shall include, as a minimum, the following: (i) any Proposed Assignee of this Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months Rent accruing under this Lease; (ii) an unqualified audited financial statement prepared in accordance with generally acceptable accounting principles consistently appliedstatement, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease, which financial statement shall show the Proposed Assignee to have a net worth equal to at least twelve (12) months Rent accruing under this Lease, or, in the alternative, the proposed Assignee shall provide a guarantor of such Proposed Assignee’s 's obligations under the assignment of this Lease, which guarantor shall provide an audited financial statement meeting the above requirements and execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (iii) any Proposed Assignee shall grant to Landlord a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by the Proposed Assignee on the Premises. (c) Nothing contained in this Section shall be deemed a waiver of Landlord’s 's other rights or remedies under this Lease in the event of any default by Tenant, nor shall the acceptance by Landlord of any Proposed Assignee constitute a waiver of Landlord’s 's right to exercise any remedy hereunder for any default by Tenant, the Trustee or the Proposed Assignee. This Section shall only govern the Trustee and Tenant as DIP, and any assignment or sublease pursuant to such assumption, in the event of a proceeding under the Bankruptcy Code; it shall not apply to any assignment or sublease other than pursuant to the provisions of the Bankruptcy Code, nor shall it in any way limit Landlord’s 's rights to damages or other relief in a proceeding under the Bankruptcy Code. The requirements set forth in this Section for the assumption and any assignment or sublease of this Lease in a proceeding under the Bankruptcy Code are intended by Landlord and Tenant to define the minimum acceptable requirements for any assumption of this Lease and any subsequent assignment or sublease thereof, thereof and shall not constitute a waiver of, or in any way limit, Landlord’s 's rights to petition a court of competent jurisdiction in a proceeding under the Bankruptcy Code for relief and protection in addition to that set forth herein.

Bankruptcy Considerations. (a) The prohibitions Notwithstanding any provision in this Lease against assignment or sublease by Tenant to the contrary, if at any time before the Commencement Date there occurs a default as described in Section 28(.05) and (.06) above, this Lease shall be construed to include assignments by operation of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding. If any assignment for the benefit of its creditors shall be made by Tenant, or if a voluntary or involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation or law shall occur, then and in any such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenantcancelled ipso facto. (b) Notwithstanding If this Lease is terminated ipso facto prior to the foregoingCommencement Date, as provided immediately above, or if this Lease is terminated by Landlord at any time after the Commencement Date as provided in this Section 29 above, neither Tenant nor any person claiming through or under Tenant or by virtue of any statute or of an order of any court shall be entitled to possession of the Premises. Further, Landlord, in addition to the other rights and remedies available to Landlord, may retain as damages any rent, security deposit, or other money received by Landlord from Tenant or others on behalf of Tenant. (c) If Landlord does not choose to exercise, or by law is not able to exercise, its rights under this Lease upon the occurrence of an event of default described in Section 28(.05) and (.06) above, then, in addition to any other relief reserved by or available to Landlord, Landlord shall not be obligated to provide Tenant with any services unless Landlord has received compensation in advance for such services, and the parties agree that Landlord's estimate of the compensation required with respect to such services shall control. Further, neither Tenant, as a debtor debtor-in-possession, nor any trustee or other person (in possession (any case, the “DIP”), or a trustee for the estate in bankruptcy of Tenant (the “Trustee”), assumes "Assuming Tenant") shall be entitled to assume this Lease and proposes to assign this Leaseunless, on or sublet before the Premises (or any portion thereof)date of such assumption, pursuant to the provisions of the Federal Bankruptcy Code, 11 U.D.C. Sections 101 et seq., as amended from time to time (the “Bankruptcy Code”), to any person, partnership, corporation, or other entity (the “Proposed Assignee”) who shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the DIP or the Trustee, then such assumption of this Lease and any such assignment or sublease shall be subject to all of Assuming Tenant does the following: (1i) The DIP Cures, or provides adequate assurance that the TrusteeAssuming Tenant will promptly cure, as the case may be, shall give Landlord written notice, immediately after receipt by the DIP or the Trustee, as the case may be, of any offer to accept an assignment or subletting of default under this Lease, but in any event no later than ten (10) days prior to the date that the DIP or the Trustee, as the case may be, shall make application to a court of competent jurisdiction for authority and approval to enter into such assumption and assignment or subletting, which notice shall set forth: (i) the name and address of the Proposed Assignee; ; (ii) all of the terms and conditions of the Proposed Assignee’s offer; and (iii) the Compensates, or provides adequate assurance to be provided to that the Assuming Tenant will promptly compensate, Landlord to assure the Proposed Assignee’s future performance under this Lease, for any monetary loss (including, without limitation, the assurances referred to in Section 365 attorneys' fees and disbursements) resulting from such default; and (biii) (3) Provides adequate assurance of the Bankruptcy Codefurther performance under this Lease. LandlordFor these purposes, upon receipt of such notice, any cure or compensation shall have the prior right and option, to be exercised by notice to the DIP or the Trustee, as the case may be, given at any time prior to the effective date of such proposed assignment or sublease, to accept an assignment or sublease of this Lease by any other assignee or sublessee acceptable to Landlord, upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made effected by the Proposed Assignee, less immediate payment of any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. (2) If the Rent agreed upon between the DIP or the Trustee, as the case may be, and the Proposed Assignee under any proposed assignment or sublease of the Premises (monetary default or any part thereof) is greater than the Rent that Tenant must pay Landlord hereunder for that portion of the Premises that is subject to such proposed assignment or sublease, or if any consideration shall be received by the DIP or the Trustee, as the case may be, in connection with any such proposed assignment or sublease, then all such excess rental or such considerationrequired compensation, and any and all other moneys "adequate assurance" of such cure, compensation, or other considerations payable to otherwise to be delivered in connection with such proposed assignment or sublease, future performance shall be paid or delivered to Landlord, shall be and remain effected by the exclusive property establishment of Landlord, and shall not constitute property of the DIP, the Trustee, or of the estate of Tenant, as the case may be, within the meaning of the Bankruptcy Code. Any and all moneys or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust an escrow fund for the benefit of Landlord and shall be promptly paid amount at issue or turned over to Landlordby bonding. (3) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument, in form and substance acceptable to Landlord, confirming such assumption. (4) Any proposed assignment of this Lease or sublease by the DIP or the Trustee, as the case may be, pursuant to provisions of the Bankruptcy Code shall provide adequate assurance of future performance under this Lease by the Proposed Assignee, which adequate assurance shall include, as a minimum, the following: (i) any Proposed Assignee of this Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months Rent accruing under this Lease; (ii) an unqualified audited financial statement prepared in accordance with generally acceptable accounting principles consistently applied, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease, which financial statement shall show the Proposed Assignee to have a net worth equal to at least twelve (12) months Rent accruing under this Lease, or, in the alternative, the proposed Assignee shall provide a guarantor of such Proposed Assignee’s obligations under the assignment of this Lease, which guarantor shall provide an audited financial statement meeting the above requirements and execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (iii) any Proposed Assignee shall grant to Landlord a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by the Proposed Assignee on the Premises. (c) Nothing contained in this Section shall be deemed a waiver of Landlord’s other rights or remedies under this Lease in the event of any default by Tenant, nor shall the acceptance by Landlord of any Proposed Assignee constitute a waiver of Landlord’s right to exercise any remedy hereunder for any default by Tenant, the Trustee or the Proposed Assignee. This Section shall only govern the Trustee and Tenant as DIP, and any assignment or sublease pursuant to such assumption, in the event of a proceeding under the Bankruptcy Code; it shall not apply to any assignment or sublease other than pursuant to the provisions of the Bankruptcy Code, nor shall it in any way limit Landlord’s rights to damages or other relief in a proceeding under the Bankruptcy Code. The requirements set forth in this Section for the assumption and any assignment or sublease of this Lease in a proceeding under the Bankruptcy Code are intended by Landlord and Tenant to define the minimum acceptable requirements for any assumption of this Lease and any subsequent assignment or sublease thereof, and shall not constitute a waiver of, or in any way limit, Landlord’s rights to petition a court of competent jurisdiction in a proceeding under the Bankruptcy Code for relief and protection in addition to that set forth herein.

Bankruptcy Considerations. (a) The prohibitions in this Lease against assignment or sublease Upon the occurrence of any event that causes the last remaining Member to cease to be a Member (other than upon (i) a Transfer by Tenant shall be construed to include assignments by operation a Member of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding. If any assignment for the benefit all of its creditors shall be made by Tenant, or if Member Interests and the admission of a voluntary or involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation or law shall occur, then and in any such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenant. (b) Notwithstanding the foregoing, if Tenant, as a debtor in possession (the “DIP”), or a trustee for the estate in bankruptcy of Tenant (the “Trustee”), assumes this Lease and proposes to assign this Lease, or sublet the Premises (or any portion thereof), Transferee pursuant to the provisions Article X and (ii) resignation of the Federal Bankruptcy Code, 11 U.D.C. Sections 101 et seq., as amended from time a Member and admission of an additional Member pursuant to time (the “Bankruptcy Code”Article X), to any personthe fullest extent permitted by law, partnershipthe personal representative of such Member is hereby authorized to, corporationand shall, or other entity within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the “Proposed Assignee”Company and (ii) who shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the DIP or the Trustee, then such assumption of this Lease and any such assignment or sublease shall be subject to all admission of the following: (1) The DIP personal representative or the Trusteeits nominee or designee, as the case may be, shall give Landlord written noticeas a Member, immediately after receipt by the DIP or the Trustee, effective as the case may be, of any offer to accept an assignment or subletting of this Lease, but in any event no later than ten (10) days prior to the date that the DIP or the Trustee, as the case may be, shall make application to a court of competent jurisdiction for authority and approval to enter into such assumption and assignment or subletting, which notice shall set forth: (i) the name and address of the Proposed Assignee; (ii) all occurrence of the terms and conditions event that terminated the continued membership of the Proposed Assignee’s offer; and (iii) last remaining Member in the adequate assurance to be provided to Landlord to assure the Proposed Assignee’s future performance under this Lease, including, without limitation, the assurances referred to in Section 365 Company. (b) Notwithstanding any other provision of this Agreement to the contrary, the Bankruptcy (3as defined below) of any Member shall not cause such Member to cease to be a Member and upon the Bankruptcy Code. Landlord, upon receipt occurrence of such noticean event or the dissolution, shall have incapacity, death, insolvency or disability of any Member or the prior right and optionManaging Member, to be exercised the fullest extent permitted by notice to the DIP or the Trustee, as the case may be, given at any time prior to the effective date of such proposed assignment or sublease, to accept an assignment or sublease of this Lease by any other assignee or sublessee acceptable to Landlord, upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by the Proposed Assignee, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. (2) If the Rent agreed upon between the DIP or the Trustee, as the case may be, and the Proposed Assignee under any proposed assignment or sublease of the Premises (or any part thereof) is greater than the Rent that Tenant must pay Landlord hereunder for that portion of the Premises that is subject to such proposed assignment or sublease, or if any consideration shall be received by the DIP or the Trustee, as the case may be, in connection with any such proposed assignment or sublease, then all such excess rental or such consideration, and any and all other moneys or other considerations payable to otherwise to be delivered in connection with such proposed assignment or sublease, shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of the DIPlaw, the Trustee, or of the estate of Tenant, as the case may be, within the meaning of the Bankruptcy Code. Any and all moneys or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord Company shall be held in trust for the benefit of Landlord and shall be promptly paid or turned over to Landlord. (3) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, continue without further act or deed, to have assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument, in form and substance acceptable to Landlord, confirming such assumption. (4) Any proposed assignment of this Lease or sublease by the DIP or the Trustee, as the case may be, pursuant to provisions of the Bankruptcy Code shall provide adequate assurance of future performance under this Lease by the Proposed Assignee, which adequate assurance shall include, as a minimum, the following: (i) any Proposed Assignee of this Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months Rent accruing under this Lease; (ii) an unqualified audited financial statement prepared in accordance with generally acceptable accounting principles consistently applied, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease, which financial statement shall show the Proposed Assignee to have a net worth equal to at least twelve (12) months Rent accruing under this Lease, or, in the alternative, the proposed Assignee shall provide a guarantor of such Proposed Assignee’s obligations under the assignment of this Lease, which guarantor shall provide an audited financial statement meeting the above requirements and execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (iii) any Proposed Assignee shall grant to Landlord a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by the Proposed Assignee on the Premisesdissolution. (c) Nothing contained Notwithstanding any other provision of this Agreement to the contrary, each Member and the Managing Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of such Member or the Managing Member, or the occurrence of an event that causes such Member to cease to be a member of the Company. (d) As used in this Section shall be deemed a waiver of Landlord’s other rights or remedies under this Lease in the event of any default by Tenant, nor shall the acceptance by Landlord of any Proposed Assignee constitute a waiver of Landlord’s right to exercise any remedy hereunder for any default by Tenant11.5, the Trustee term “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or the Proposed Assignee. This Section shall only govern the Trustee and Tenant as DIPinsolvent, and any assignment or sublease pursuant to such assumptionhas entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the event material allegations of a proceeding under the Bankruptcy Code; it shall not apply to any assignment or sublease other than pursuant to the provisions of the Bankruptcy Code, nor shall petition filed against it in any way limit Landlordproceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s rights to damages consent or other relief in acquiescence of a proceeding under trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the Bankruptcy Codeappointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The requirements foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in this Section for Sections 18-101(1) and 18-304 of the assumption and any assignment or sublease of this Lease in a proceeding under the Bankruptcy Code are intended by Landlord and Tenant to define the minimum acceptable requirements for any assumption of this Lease and any subsequent assignment or sublease thereof, and shall not constitute a waiver of, or in any way limit, Landlord’s rights to petition a court of competent jurisdiction in a proceeding under the Bankruptcy Code for relief and protection in addition to that set forth hereinAct.