Common use of Bankruptcy of Tenant Clause in Contracts

Bankruptcy of Tenant. Tenant acknowledges that this Lease is a lease of nonresidential real property and therefore agrees that Tenant, as the debtor in possession, or the trustee for Tenant (collectively "the Trustee") in any proceeding under Title 11 of the United States Bankruptcy Code as amended (the "Bankruptcy Code"), relating to bankruptcy, shall not seek or request any extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief. If the Trustee proposes to assume or to assign this Lease or sublet the Demised Premises (or any portion thereof) to any person which shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the Trustee, then the Trustee shall give Landlord and lessors and mortgagees of which Tenant has notice written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this lease or subletting of the Demised Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (ii) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant's default under this Lease; and (iii) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (a) any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months' Base Rental accruing under the Lease; (b) any proposed assignee of the Lease shall provide to Landlord an audited financial statement, if available, and if not available, then an unaudited financial statement certified by the proposed assignee, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee to have a net worth equal to at least twelve (12) months' Base Rental accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide a financial statement meeting the requirements of this sub-part (b) above and shall execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (c) 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 such proposed assignee in the Premises. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. 386804.5

Bankruptcy of Tenant. Guarantor shall not commence or join with any other person in commencing any bankruptcy, reorganization or insolvency proceedings against Tenant acknowledges that this Lease or any person liable for Tenant's obligations under the Lease. Guarantor shall file in any bankruptcy or other proceeding, in which the filing of claims is required or permitted by law, all claims which Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the sole right to accept or reject any plan proposed in such proceedings and to take any other action which a lease of nonresidential real property and therefore agrees that Tenantparty filing a claim is entitled to do. In all such cases, as the debtor whether in possessionadministration, bankruptcy, or otherwise, the trustee person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for Tenant (collectively "the Trustee") in that purpose, Guarantor hereby assigns to Landlord all of Guarantor's right to any proceeding under Title 11 of the United States Bankruptcy Code as amended (the "Bankruptcy Code")such payments or distributions to which Guarantor would otherwise be entitled; provided, relating to bankruptcyhowever, that Guarantor's obligations hereunder shall not seek be satisfied except to the extent that Landlord receives cash by reason of any such payments or request any extension of time to assume or reject distribution. If Landlord receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Lease or to perform any obligations of this Lease which arise from or after the order of reliefGuaranty. If the Trustee proposes to assume Lease is rejected in any bankruptcy proceeding, it shall not affect Guarantor's liability under this Guaranty for all of the obligations of Tenant under the Lease due or to assign this become due thereunder, and in addition thereto, at the option of Landlord, Guarantor shall either assume the Lease and pay and perform all of the obligations of Tenant thereunder or sublet the Demised Premises (or any portion thereof) to any person which shall have made enter into a bona fide offer to accept an assignment new lease with Landlord on substantially all of this Lease or a subletting on terms acceptable to the Trustee, then the Trustee shall give Landlord and lessors and mortgagees of which Tenant has notice written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which Lease for the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this lease or subletting remaining term of the Demised Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (ii) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant's default under this Lease; and (iii) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (a) any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months' Base Rental accruing under the Lease; (b) any proposed assignee of the Lease shall provide to Landlord an audited financial statement, if available, and if not available, then an unaudited financial statement certified by the proposed assignee, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee to have a net worth equal to at least twelve (12) months' Base Rental accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide a financial statement meeting the requirements of this sub-part (b) above and shall execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (c) 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 such proposed assignee in the Premises. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. 386804.5.

Bankruptcy of Tenant. Tenant acknowledges that If this Lease is a lease assigned to any person or entity pursuant to the provisions of nonresidential real property and therefore agrees that Tenantthe Federal Bankruptcy Code, Title 11 U.S.C. Section 101, et seq., as the debtor in possession, or the trustee for Tenant (collectively "the Trustee") in any proceeding under Title 11 of the United States Bankruptcy Code as subsequently amended (the "Bankruptcy Code"), relating any and all monies or other considerations payable or otherwise to bankruptcy, shall not seek be delivered in connection with such assignment will be paid or request any extension of time delivered to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief. If the Trustee proposes to assume or to assign this Lease or sublet the Demised Premises Landlord (or any portion thereof) to any person which shall have made a bona fide offer include the cure of any existing monetary defaults by payment of same to accept an assignment of this Lease or a subletting on terms acceptable to the Trustee, then the Trustee shall give Landlord and lessors and mortgagees the cure of which Tenant has notice written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than non-monetary defaults by performance within ten (10) business days prior to of the date on which assumption of this Lease by Assignee), will be and remain the Trustee makes application to exclusive property of Landlord and will not constitute property of Tenant within the meaning of the Bankruptcy Court Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord will be held in trust for authority the benefit of Landlord and approval be promptly paid to enter into such assumption and assignment or sublettingturned over to Landlord. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date For purposes of such proposed assignment or subletting, to accept an assignment of this lease or subletting Section 365(f) (2) of the Demised Premises upon Bankruptcy Code "adequate assurances of future performance" will include, but not be limited to, net worth and credit-worthiness equal to that of Tenant on the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting Commencement Date of this Lease. The Trustee shall have , the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (ii) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as deposit of a result of Tenant's default under this Lease; and (iii) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (a) any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount sum equal to at least three (3) months' Base Rental accruing Basic Rent and then applicable Additional Rent as a Security Deposit and the promise to cure all non-monetary defaults within sixty (60) days after there has been an order for relief under applicable bankruptcy law. Any person or entity to which this Lease is assigned pursuant to the Lease; (b) any proposed assignee provisions of the Bankruptcy Code, will be deemed without further act or deed to have assumed all of the obligations arising under this Lease shall provide to Landlord an audited financial statement, if available, on and if not available, then an unaudited financial statement certified by after the proposed assignee, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignment. Any such assignee to have a net worth equal to at least twelve (12) months' Base Rental accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide a financial statement meeting the requirements of this sub-part (b) above and shall will upon demand execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (c) 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 an instrument confirming such proposed assignee in the Premises. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. 386804.5assumption.

Bankruptcy of Tenant. Guarantor shall not commence or join with any other person in commencing any bankruptcy, reorganization or insolvency proceedings against Tenant acknowledges that this Lease or any person liable for Tenant's obligations under the Lease. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the sole right to accept or reject any plan proposed in such proceedings and to take any other action which a lease of nonresidential real property and therefore agrees that Tenantparty filing a claim is entitled to do. In all such cases, as the debtor whether in possessionadministration, bankruptcy, or otherwise, the trustee person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for Tenant (collectively "the Trustee") in that purpose, Guarantor hereby assigns to Landlord all of Guarantor's right to any proceeding under Title 11 of the United States Bankruptcy Code as amended (the "Bankruptcy Code")such payments or distributions to which Guarantor would otherwise be entitled; provided, relating to bankruptcyhowever, that Guarantor's obligations hereunder shall not seek be satisfied except to the extent that Landlord receives cash by reason of any such payments or request any extension of time to assume or reject distribution. If Landlord receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Lease or to perform any obligations of this Lease which arise from or after the order of reliefGuaranty. If the Trustee proposes to assume Lease is rejected in any bankruptcy proceeding, it shall not affect Guarantor's liability under this Guaranty for all of the obligations of Tenant under the Lease due or to assign this become due thereunder, and in addition thereto, at the option of Landlord, Guarantor shall either assume the Lease and pay and perform all of the obligations of the tenant thereunder or sublet the Demised Premises (or any portion thereof) to any person which shall have made enter into a bona fide offer to accept an assignment new lease with Landlord on substantially all of this Lease or a subletting on terms acceptable to the Trustee, then the Trustee shall give Landlord and lessors and mortgagees of which Tenant has notice written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which Lease for the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this lease or subletting remaining term of the Demised Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (ii) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant's default under this Lease; and (iii) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (a) any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months' Base Rental accruing under the Lease; (b) any proposed assignee of the Lease shall provide to Landlord an audited financial statement, if available, and if not available, then an unaudited financial statement certified by the proposed assignee, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee to have a net worth equal to at least twelve (12) months' Base Rental accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide a financial statement meeting the requirements of this sub-part (b) above and shall execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (c) 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 such proposed assignee in the Premises. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. 386804.5.

Bankruptcy of Tenant. Guarantor shall not commence or join with any other person in commencing any bankruptcy, reorganization or insolvency proceedings against Tenant acknowledges that this Lease or any person liable for Tenant’s obligations under the Lease. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the sole right to accept or reject any plan proposed in such proceedings and to take any other action which a lease of nonresidential real property and therefore agrees that Tenantparty filing a claim is entitled to do. In all such cases, as the debtor whether in possessionadministration, bankruptcy, or otherwise, the trustee person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for Tenant (collectively "the Trustee") in that purpose, Guarantor hereby assigns to Landlord all of Guarantor’s right to any proceeding under Title 11 of the United States Bankruptcy Code as amended (the "Bankruptcy Code")such payments or distributions to which Guarantor would otherwise be entitled; provided, relating to bankruptcyhowever, that Guarantor’s obligations hereunder shall not seek be satisfied except to the extent that Landlord receives cash by reason of any such payments or request any extension of time to assume or reject distribution. If Landlord receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Lease or to perform any obligations of this Lease which arise from or after the order of reliefGuaranty. If the Trustee proposes to assume Lease is rejected in any bankruptcy proceeding, it shall not affect Guarantor’s liability under this Guaranty for all of the obligations of Tenant under the Lease due or to assign this become due thereunder, and in addition thereto, at the option of Landlord, Guarantor shall either assume the Lease and pay and perform all of the obligations of the tenant thereunder or sublet the Demised Premises (or any portion thereof) to any person which shall have made enter into a bona fide offer to accept an assignment new lease with Landlord on substantially all of this Lease or a subletting on terms acceptable to the Trustee, then the Trustee shall give Landlord and lessors and mortgagees of which Tenant has notice written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which Lease for the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this lease or subletting remaining term of the Demised Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (ii) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant's default under this Lease; and (iii) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (a) any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount equal to at least three (3) months' Base Rental accruing under the Lease; (b) any proposed assignee of the Lease shall provide to Landlord an audited financial statement, if available, and if not available, then an unaudited financial statement certified by the proposed assignee, dated no later than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee to have a net worth equal to at least twelve (12) months' Base Rental accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide a financial statement meeting the requirements of this sub-part (b) above and shall execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (c) 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 such proposed assignee in the Premises. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. 386804.5.