Common use of Tenant Bankruptcy Clause in Contracts

Tenant Bankruptcy. If an order for relief is entered or if a stay of proceeding or other acts become effective in favor of Tenant or Tenant’s interest in this Lease in any proceeding which is commenced by or against Tenant under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord’s right, title and interest in and to the Premises or any part thereof and to assure adequately the complete and continuous future performance of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirements: (a) Tenant, to the extent required by applicable law, comply with all of its obligations under this Lease; (b) Tenant continue to use the Premises in the manner required by this Lease and applicable law; (c) Tenant, to the extent that Tenant desires to assume this Lease, provide proof to Landlord, within one hundred (120) days after entry of such order or the effective date of such stay, of adequate assurance of the complete and continuous future performance of Tenant’s obligations under the Lease, a security deposit in an amount acceptable to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year; (d) Tenant, to the extent required by applicable law, will use any unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and (e) If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 of this Lease.

Tenant Bankruptcy. If (a) As a material inducement to Landlord executing this Lease, Tenant hereby acknowledges and agrees that Landlord is relying upon (i) the financial condition and specific operating experience of the Tenant Parties and Tenant’s obligation to use the Demised Premises specifically for the Permitted Use and (ii) Tenant’s timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief is entered or if a stay under the Bankruptcy Code for Tenant. (b) Accordingly, in consideration of proceeding or other acts become effective in favor of Tenant or Tenant’s interest the mutual covenants contained in this Lease and for other good and valuable consideration, the receipt and sufficiency of which Tenant hereby acknowledges, Tenant hereby agrees that: (i) Any and all Rent that accrues or becomes due from and after any such Insolvency Event and that is not paid as required under this Lease shall, in any proceeding which is commenced by or against Tenant the amount of such Rent, constitute administrative expense claims allowable under the present or any future federal bankruptcy code or Bankruptcy Code with priority of payment at least equal to that of any other present actual and necessary expenses incurred after the occurrence of such Insolvency Event; (ii) Any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or future applicable federal, state amendment unless Landlord otherwise consents in writing to such alteration or other statute or law, Landlord amendment; (iii) Any proposed assignment of this Lease to an assignee in violation of the provisions of Article IX shall be entitled harmful and prejudicial to invoke Landlord; (iv) The rejection (or deemed rejection) of this Lease for any and all reason whatsoever shall constitute a Major Event of Default; (v) No provision of this Lease shall be deemed to constitute a waiver of any of Landlord’s rights and or remedies available under any Bankruptcy Laws to it under such bankruptcy code, statute, law or oppose any assumption and/or assignment of this Lease, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord’s right, title and interest in and to the Premises or any part thereof and to assure adequately the complete and continuous future performance of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future require timely performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirements:or to regain possession of all or any Demised Premises as a result of an Event of Default or Major Event of Default (as applicable); (avi) Tenant, Notwithstanding anything in this Lease to the extent required contrary, all amounts payable by applicable law, comply with all Tenant to or on behalf of its obligations Landlord under this Lease; (b) Tenant continue to use , whether or not expressly denominated as such, shall constitute “rent” for the Premises in the manner required by this Lease and applicable law; (c) Tenant, to the extent that Tenant desires to assume this Lease, provide proof to Landlord, within one hundred (120) days after entry of such order or the effective date of such stay, of adequate assurance purposes of the complete Bankruptcy Code and continuous future performance of Tenant’s obligations under the Lease, a security deposit in an amount acceptable to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year; (d) Tenant, to the extent required by applicable law, will use any unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Leaseother Bankruptcy Laws; and (evii) If For purposes of this Section 26.1, with respect to all rights and obligations of Landlord and Tenant in connection with any Insolvency Event, the term “Tenant” shall include Tenant’s successor in bankruptcy, whether a trustee, Tenant as debtor in possession or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 of this Leaseother responsible person.

Tenant Bankruptcy. If an order for relief is entered or if Upon the filing of a stay of proceeding or other acts become effective in favor of Tenant or Tenant’s interest in this Lease in any proceeding which is commenced petition by or against Tenant under the present Bankruptcy Code and upon such filing of the petition, Tenant, as debtor or any future federal bankruptcy code as debtor in possession, agrees: (a) To perform promptly and fully each and every obligation of Tenant under this Lease, including but not limited to all obligations to pay rent under this Lease, until such time as this Lease is either rejected or any other present or future applicable federal, state assumed by order of a United States Bankruptcy Court or other statute United States Court of competent jurisdiction; or deemed rejected by operation of law, pursuant to 11 U.S.C. §365(c)(4). (b) Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord hereunder, whether or not expressly denominated as rent, shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Leaseconstitute "rent" for the purposes of section 502(b)(7) of the Bankruptcy Code, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord’s right, title and interest in and to the Premises or any part thereof and to assure adequately the complete and continuous future performance reasonable attorney's fees incurred by Landlord by reason of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirements: (a) Tenant, to the extent required by applicable law, comply with all of its obligations under this Lease; (b) Tenant continue to use the Premises in the manner required by this Lease and applicable law;'s bankruptcy. (c) Tenant, to It is understood and agreed that this is a "lease of real property in a shopping center" as such term is used in the extent that Tenant desires to assume this Lease, provide proof to Landlord, within one hundred (120) days after entry of such order or the effective date of such stay, of adequate assurance of the complete and continuous future performance of Tenant’s obligations under the Lease, a security deposit in an amount acceptable to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year;Bankruptcy Code. (d) Tenant, Included within and in addition to any other conditions or obligations imposed upon Tenant in the extent required by applicable law, will use any unencumbered assets after event of assumption and/or assignment are the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; andfollowing: (e1) If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign In the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment event of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name execution and address delivery to Landlord of such Person, (ii) an instrument by which the assignee assumes all of the terms obligations arising under this Lease from and conditions after the date of assignment pursuant to the provisions of the Bankruptcy Code. (2) The cure of any defaults and the compensation of pecuniary loss resulting from any such offerdefault, within thirty (30) days after assumption. (3) The use of the Premises solely for the Permitted Use and (iii) the adequate assurance maintenance of the quality, quantity and/or lines of merchandise of any goods or services required to be provided Landlord offered for sale, it being understood and agreed that compliance with the provisions of Article 5 is essential to assure such Person’s preserve the tenant mix in the Shopping Center. (4) In the event of assignment, the assignee may not exercise any option to extend the Term of the Lease. (5) Adequate assurance of future performance under the Lease, includingfor the purposes of assumption and/or assignment, without limitationshall include adequate assurance: (i) of the source of rent and other consideration due under the Lease, and in the assurance referred to in 11 U.S.C. §365(b)(3) (as event of assignment, that the same may be amended)financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior at least equal to the date that financial condition and operating performance of the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same considerationits guarantors, if any, as of the bona fide offer made time the Tenant became the lessee under the Lease; (ii) that any Percentage Rent due under the Lease will not decline substantially; (iii) that assumption or assignment of the Lease is subject to all the provisions thereof, including (but not limited to) provisions such as radius, location, use or exclusivity provisions, and will not breach any such provision contained in any other lease, financing agreement, covenant or other agreement relating to the Shopping Center; (iv) that assumption or assignment of the Lease will not disrupt any tenant mix or balance in the Shopping Center. (6) The adequate assurance and demonstration in writing by a debtor, debtor in possession or assignee of such Persondebtor in possession of such party's sufficient background, less any brokerage commissions which may be payable including, but not limited to, substantial retailing experience in shopping centers of comparable size and financial ability to operate out of the consideration Premises pursuant to be paid by such Person for the assignment terms and conditions of this Lease and to meet all other reasonable criteria of Landlord as did Tenant upon execution of this Lease. (7) The Premises, at all times, remain a single store and no physical changes of any kind are made thereto unless in compliance with the applicable provisions of this Lease. (e) Nothing contained in this Section 16.06 shall be deemed in any manner to limit Landlord's rights and remedies under the Bankruptcy Code, as presently existing or as may hereafter be amended.

Tenant Bankruptcy. Should Tenant file, or have filed against it, a petition under Bankruptcy Code (11 U.S.C. § 101 et. seq., as from time to time amended) and such petition is not dismissed within sixty (60) days of such filing, then a Default shall be deemed to have occurred hereunder, and Landlord shall be entitled to all rights and remedies hereunder and otherwise. 13.5.1 If an order for relief is entered Tenant becomes a debtor under Chapter 7 or if a stay Chapter 11 of proceeding or other acts become effective in favor of Tenant the Bankruptcy Code and Tenant’s trustee or Tenant, as debtor-in-possession (such trustee or debtor-in-possession being referred to herein as “Tenant’s interest in Trustee”), shall elect to assume this Lease in any proceeding which is commenced for its own use or for the purpose of assigning the same or otherwise, then such election or assignment may be made only if all of the provisions of this paragraph are satisfied. If Tenant’s Trustee shall fail to elect to assume this Lease within sixty (60) days after the filing of a petition or such additional time as provided by or against Tenant under the present or any future federal bankruptcy code or any other present or future applicable federalBankruptcy Court within such 60-day period, state or other statute or lawthen this Lease shall be deemed to have been rejected. Immediately thereupon, Landlord shall be entitled to invoke possession of the Premises without further obligation to Tenant or Tenant’s trustee and this Lease shall terminate, but Landlord’s right to be compensated for damages in any and all rights and remedies available such proceeding shall survive 13.5.2 If a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapter 11, then Tenant’s Trustee must elect to it assume this Lease within the earlier of (i) confirmation of the plan, or (ii) one hundred twenty (120) days from the date of the filing of the petition under Chapter 11 or such bankruptcy codetransfer thereto, statute, law or this Lease, including, without limitation, such rights and remedies as may Lease shall be necessary deemed to protect adequately Landlordhave been rejected. If Tenant’s right, title and interest in and Trustee has failed to the Premises or any part thereof and to assure adequately the complete and continuous future performance perform all of Tenant’s obligations under this Lease. Adequate protection of Landlord’s rightLease within the time periods (excluding grace periods) required for such performance, title and interest in and then no election to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under assume this Lease, whether under Chapter 7 or Chapter 11, shall include, without limitation, be effective unless each of the following requirementsconditions have been satisfied: (a) Tenant’s Trustee has cured or has provided Landlord with Assurance (as defined below) that it will cure, to the extent required by applicable law, comply with (1) all of its obligations monetary defaults under this LeaseLease within ten (10) days from the date of such assumption, and (2) all non-monetary defaults under this Lease within thirty (30) days from the date of such assumption; (b) Tenant’s Trustee has compensated, or has provided Landlord with Assurance that within ten (10) days from the date of such assumption it will compensate Landlord for any pecuniary loss incurred by Landlord arising from the default of Tenant continue or Tenant’s Trustee indicated in any statement of pecuniary loss sent by Landlord to use the Premises in the manner required by this Lease and applicable lawTenant’s Trustee; (c) Tenant, to the extent that Tenant desires to assume this Lease, provide proof to Landlord, within one hundred (120) days after entry of such order or the effective date of such stay, of adequate assurance ’s Trustee has provided Landlord with Assurance of the complete and continuous future performance of each of the obligations under this Lease of Tenant or Tenant’s obligations under Trustee and has deposited with Landlord, as security for the Leasetimely payment of Rent hereunder, a security deposit in an amount acceptable equal to Landlord, but three (3) monthly installments of Base Rent; and the obligations imposed upon Tenant’s Trustee shall continue with respect to Tenant or any assignee of Tenant’s interests in no event more than this Lease after the Annual Rent payable hereunder for the then current lease year;completion of bankruptcy proceedings; and (d) TenantSuch assumption will not breach or cause a default under any provision of any other lease, mortgage, financing agreement or other agreement by which Landlord is bound relating to the extent required by applicable law, will use any unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and (e) If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 of this LeasePremises.

Tenant Bankruptcy. If an order for relief is entered or if a stay of proceeding or other acts become effective in favor of Tenant or Tenant’s 's interest in this Lease in any proceeding which is commenced by or against Tenant under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord’s 's right, title and interest in and to the Premises or any part thereof and to assure adequately the complete and continuous future performance of Tenant’s 's obligations under this Lease. Adequate protection of Landlord’s 's right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s 's obligations under this Lease, shall include, without limitation, the following requirements: (a) Tenant, to the extent required by applicable law, comply with all of its obligations under this Lease; (b) Tenant continue to use the Premises in the manner required by this Lease and applicable law; (c) Tenant, to the extent that Tenant desires to assume this Lease, provide proof to Landlord, within one hundred (120) days after entry of such order or the effective date of such stay, of adequate assurance of the complete and continuous future performance of Tenant’s 's obligations under the Lease, a security deposit in an amount acceptable to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year; (d) Tenant, to the extent required by applicable law, will use any unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and (e) If Tenant’s 's trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 of this Lease.proposed

Tenant Bankruptcy. If an order for relief is entered Tenant or if a stay of proceeding or other acts become effective in favor any trustee of Tenant or Tenant’s interest appointed in bankruptcy proceedings rejects this Lease in any proceeding which is commenced pursuant to the Federal Bankruptcy Code, Title 11 U.S.C. (“Bankruptcy Code”), then, within thirty (30) days following the bankruptcy court’s approval of such rejection of the Lease, the Leasehold Mortgagee shall have the right to deliver written notice to Landlord requesting that Landlord inform the Leasehold Mortgagee of the sums then owing by or against Tenant under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, Landlord shall be entitled to invoke this Lease and any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord’s right, title and interest in and to the Premises or any part thereof and to assure adequately the complete and continuous future performance other defaults of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations Tenant under this Lease, and Landlord shall, within ten (10) days following Xxxxxxxx’s receipt of such notice, deliver written notice to the Leasehold Mortgagee of the sums then known by Landlord as being owed by Xxxxxx (the “Monetary Cure Costs”) and the other defaults of Tenant under the Lease then known by Landlord. The Leasehold Mortgagee shall includehave the right, without limitation, but not the following requirements: (a) Tenantobligation, to serve on Landlord within ten (10) days after Leasehold Mortgagee’s receipt of the extent required by applicable law, comply with all of its obligations under this Lease; (b) Tenant continue to use the Premises notice provided in the manner required by this Lease and applicable law; preceding sentence, a written notice (c“Notice of Assumption”) Tenant, that the Leasehold Mortgagee elects to the extent that Tenant desires to (i) assume this Lease, provide proof and (ii) cure all defaults outstanding thereunder, except such defaults which are not material and not reasonably susceptible of cure or performance by the Leasehold Mortgagee. Leasehold Mortgagee must also pay the Monetary Cure Costs to Landlord, within one hundred (120) days after entry of such order or Landlord prior to the effective date of such stay, of adequate assurance expiration of the complete deadline to send Landlord the Notice of Assumption. If the Leasehold Mortgagee fails to serve the Notice of Assumption and continuous future performance pay Landlord all Monetary Cure Costs within such ten (10) day period, the Leasehold Mortgagee shall be deemed to have waived the rights to assume the Lease pursuant to this Section 13.17. If the Leasehold Mortgagee timely serves such Notice of Tenant’s obligations under Assumption to Landlord and timely pays all Monetary Cure Costs, then, as between the Landlord and the Leasehold Mortgagee (v) the rejection of this Lease in bankruptcy proceedings of Tenant shall not constitute a termination of this Lease, a security deposit in an amount acceptable (w) the Leasehold Mortgagee shall be deemed to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year; (d) Tenant, to the extent required by applicable law, will use any unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill have assumed the obligations of Tenant under this Lease; and Lease without any instrument or assignment of transfer from Tenant being necessary, (ex) If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease shall be deemed in full force and proposes effect as a direct Lease between the Leasehold Mortgagee and Landlord, effective retroactively to the rejection date, (y) the Leasehold Mortgagee’s rights under this Lease shall be subject to the rights of parties in possession, and (z) the Leasehold Mortgagee shall consummate the assumption of this Lease. The Leasehold Mortgagee may assign this Lease to a transferee pursuant to the provisions of Section 13.16 hereof, to the same (pursuant to 11 U.S.C. §365, extent as if the same may be amended) to any Person who shall have made Leasehold Mortgagee were a bona fide offer to accept an Foreclosure Purchaser under such paragraph. Upon a subsequent assignment of this Lease on terms acceptable to by the trustee, Leasehold Mortgagee in accordance with Section 13.16 hereof and the transferee’s assumption of all Tenant or Tenant as debtor-in-possession, then notice obligations under this Lease arising from and after the date of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitationtransfer, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), Leasehold Mortgagee shall be given to Landlord by relieved of all obligations and liabilities arising from and after the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignmenttransfer. Nothing contained in this Section 13.17 shall affect, to accept an assignment limit, modify or supersede the rights of this Lease upon any Leasehold Mortgagee under the same terms and conditions and for the same consideration, if any, Bankruptcy Code except as the bona fide offer made by such Person, less any brokerage commissions which may be payable out expressly provided in this Section 13.17, nor affect, limit, modify or supersede the rights of the consideration any Leasehold Mortgagee or its designee to be paid by such Person for the assignment of this Leaseobtain a new lease under Section 13.9.

Tenant Bankruptcy. If an order at any time and for relief is entered so long as Tenant shall be subjected to the provisions of any Bankruptcy Law or if a stay Bankruptcy Default shall otherwise have occurred and remain uncured, neither Tenant nor Tenant as debtor-in-possession nor any trustee or receiver of proceeding or other acts become effective in favor of Tenant or Tenant’s assets (each a “Tenant’s Representative”) shall have any greater right to assume or assign this Lease or any interest in this Lease Lease, or to sublease any of the Leased Premises, than is otherwise accorded to Tenant in any proceeding which is commenced by or against Tenant under this Lease, except to the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, extent Landlord shall be entitled required to invoke permit an assumption, assignment or sublease by the provisions of any and all rights and remedies available Bankruptcy Law. Without limitation of the generality of the foregoing, any right of any Tenant’s Representative to it under such bankruptcy code, statute, law assume or assign this Lease, including, without limitation, such rights and remedies as may Lease or to sublease any of the Leased Premises shall be necessary to protect adequately Landlord’s right, title and interest in and subject to the Premises or any part thereof and to assure adequately the complete and continuous future performance of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirementsconditions: (a) The Bankruptcy Law shall provide to Tenant’s Representative a right of assumption of this Lease, which Tenant’s Representative shall have timely exercised, and Tenant’s Representative shall have fully cured any default of Tenant under this Lease (other than such default as may exist by virtue of Tenant being subjected to the extent required by applicable law, comply with all provisions of its obligations under this Lease;a Bankruptcy Law or the occurrence of existence of a Bankruptcy Default). (b) Tenant’s Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord, as security for the timely payment of Rent, an amount equal to one year’s payment of Rent and shall have provided Landlord with adequate other assurance of the future performance of the obligations of Tenant continue to use the Premises under this Lease. Without limitation, such assurance shall include, at least, (i) in the manner required by this Lease and applicable law; (c) Tenant, to the extent that Tenant desires to assume case of assumption of this Lease, provide proof demonstration to Landlord, within one hundred (120) days after entry the reasonable satisfaction of such order or the effective date of such stay, of adequate assurance of the complete and continuous future performance of Landlord that Tenant’s obligations under the Lease, a security deposit in an amount acceptable Representative has and will continue to Landlord, but in no event more than the Annual Rent payable hereunder for the then current lease year; (d) Tenant, to the extent required by applicable law, will use any have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant’s Representative will have sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and(ii) in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and demonstrating to the reasonable satisfaction of Landlord that the proposed assignee has and will continue to have sufficient unencumbered assets to assure Landlord that the proposed assignee will have sufficient funds to fulfill the obligations of Tenant under this Lease; or (iii) in the case of assumption or assignment, a Lease Guaranty from a guarantor acceptable to Landlord in its reasonable discretion. (ec) If Tenant’s trustee, Tenant The assumption or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an contemplated assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (i) the name and address of such Person, (ii) all subleasing any part of the terms and conditions of such offerLeased Premises, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may be amended), shall be given to Landlord by the trusteecase, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but will not breach any provision in any event no later than ten (10) days prior to the date that the trusteeother lease, Tenant mortgage, financing agreement or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and other agreement by which Landlord shall thereupon have the prior right, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 of this Leaseis bound.