Common use of Bankruptcy Clause in Contracts

Bankruptcy. It is agreed between the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. This Subordination Agreement shall be applicable both before and after the filing of any petition by or against the Borrower or any guarantor under the U.S. Bankruptcy Code or any other bankruptcy, insolvency, reorganization, arrangement or proceeding under similar law and all converted or succeeding cases in respect thereof, and all references herein to the Borrower or any guarantor shall be deemed to apply to the trustee for the Borrower or such guarantor and any such entity as a debtor-in-possession. This Subordination Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the U.S. Bankruptcy Code and shall be enforceable in accordance with its terms in any other bankruptcy, insolvency, reorganization, arrangement or proceeding under similar law. EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed between that the parties rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may hereafter be amended, amended and restated, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto that are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if Tenant shall set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions attached hereto as Annex 1 and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or if Tenant’s leasehold interest unknown, arising under this lease shall be sold under or in connection with the Credit Agreement, any execution other documents or process of law, instruments delivered pursuant thereto or if a trustee the loan transactions governed thereby or in bankruptcy any way based on or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail related to perform any of the covenants or conditions of this Lease on Tenant’s part to be performedforegoing, or if this Lease or the Term thereof be transferred or pass to or devolve upon any personsincluding, firmbut not limited to, officer or corporation contract claims, tort claims, malpractice claims, statutory claims and all other than Tenant, by death of the Tenant, operation of claims at law or otherwisein equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases except as expressly provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this LeaseAssignment and Assumption, but no receiver, trustee, without representation or other judicial officer shall ever have any rights, title or interest in or to the Premises warranty by virtue of this Lease[the][any] Assignor.

Bankruptcy. It is agreed between Subject to the parties hereto rights or remedies it may have, any Party shall have the right to terminate this Agreement, effective immediately, if, at any time, any other Party (or, in the case of the Administrator, any Person that if Tenant Controls the Administrator) shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawinsolvent, or if Tenant’s leasehold interest under this lease shall be sold file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any execution present or process of lawfuture statute or law relating to bankruptcy, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trusteeinsolvency, or other judicial officer during relief for debtors, whether federal or state, or shall seek, consent to, or acquiesce in the Term appointment of their occupancy any trustee, receiver, conservator or liquidator of such Party or of all or any substantial part of its properties, or a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against such Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and such Party shall consent to or acquiesce in their fiduciary capacity the entry of such order, judgment or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of such Party or of all or any substantial part of its properties shall be appointed without affecting Landlord’s rights the consent of or acquiescence of such Party and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days. The terms “acquiesce” and “acquiescence”, as contained in this Leaseused herein, include, but no receiverare not limited to, trusteethe failure to file a petition or motion to vacate or discharge any order, judgment or other judicial officer shall ever have any rights, title or interest in or to decree providing for such appointment within the Premises time specified by virtue of this Leaselaw.

Bankruptcy. It is agreed between the parties hereto The Lessee covenants and agrees that if Tenant the Term or any of the goods and chattels of the Lessee on the Leased Premises shall be adjudicated at any time during the Term seized or taken in execution or attachment by any creditor of the Lessee or if a receiver, interim receiver or receiver and manager is appointed for the assets or business of the Lessee or if the Lessee shall make any assignment for the benefit of creditors or any bulk sale or, becoming bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or insolvent, shall take the benefit of any insolvency lawAct now or hereafter in force for bankrupt or insolvent debtors or if any order shall be made for the winding up of the Lessee, or if Tenant’s leasehold interest the Leased Premises shall without the written consent of the Lessor become and remain vacant for a period of fifteen (15) days, or be used by any other persons than such as are entitled to use them under the terms of this lease shall be sold under any execution or process of lawLease, or if a trustee in bankruptcy the Lessee shall without the written consent of the Lessor abandon or a receiver be appointed attempt to abandon the Leased Premises or elected to sell or had for Tenant (whether under Federal dispose of goods or State laws), chattels of the Lessee or if said Premises shall be abandoned to remove them or deserted, or if Tenant shall fail to perform any of them from the covenants Leased Premises so that there would not in the event of such abandonment, sale or conditions of this Lease disposal be sufficient goods on Tenant’s part the Leased Premises subject to be performed, distress to satisfy the Rent above due or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwiseaccruing due, then and in every such case the then current month’s Rent and the next ensuring three (3) months’ Rent shall immediately become due and be paid and the Lessor may re-enter and take possession of the Leased premises as though the Lessee or the servants of the Lessee or any such event this Lease other occupant of the Leased Premises were holding over after the expiration of the Term and the Term of this Leaseshall, at Landlord’s optionthe option of the Lessor, immediately without any notice or opportunity for cure provided to the Lessee, become forfeited and determined, and in every one of the cases above such accelerated Rent shall expire and end five days after Landlord has given Tenant written notice (be recoverable by the Lessor in the same manner herein above provided) of such act, condition of default as the Rent hereby reserved and Tenant hereby agrees immediately then to quit if Rent were in arrears and surrender the said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease option shall be so terminated, Landlord may immediately deemed to have been exercised if the Lessor or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or its agents given notice to the Premises by virtue of this LeaseLessee as provided for herein.

Bankruptcy. It is agreed between The filing or preparation for filing by or against Lessee of any petition in bankruptcy, insolvency, or for reorganization under the parties hereto that if Tenant shall be adjudicated a bankrupt Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or an insolvent adjudication that Lessee is insolvent, bankrupt, or take an issuance of an order for relief with respect to Lessee under the Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or the execution by Lessee of a voluntary assignment for the benefit of, or a transfer in fraud of, its general creditors, or the failure of Lessee to pay its debts as they mature, or the levying on under execution of the interest of Lessee under this Lease, or the filing or preparation for filing by Lessee of any federal petition for a reorganization under the Federal Bankruptcy Code, or composition proceeding for the appointment of a receiver or make trustee for a general assignment substantial part of Lessee's assets or to take the benefit charge of Lessee's business, or of any insolvency lawother petition or application seeking relief under any other federal or state laws now or hereafter relating to insolvency, bankruptcy, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdebtor relief, or if a trustee in bankruptcy or the appointment of a receiver be appointed or elected trustee for a substantial part of Lessee's assets or had to take charge of Lessee's business, shall automatically constitute a default in this Lease by Lessee for Tenant (whether under Federal which Lessor may, at any time or State laws)times thereafter, or if said Premises shall be abandoned or desertedat its option, or if Tenant shall fail to perform exercise any of the covenants or conditions remedies and options provided to Lessor in Section 12 hereof; provided, however, that if such petition be filed by a third party against Lessee, and Lessee desires in good faith to defend against the petition and is not in any way in default of this Lease on Tenant’s part to be performedany obligation hereunder at the time of filing the petition, or if this Lease or and Lessee within ninety (90) days thereafter procures a final adjudication that it is solvent and a judgment dismissing the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwisepetition, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminatedfully reinstated as though the petition had never been filed. In the event Lessor elects to terminate this Lease as provided for in this Section, Landlord may immediately or Lessee shall pay forthwith to Lessor as liquidated damages, the difference between the unpaid rent reserved in this Lease at any the time thereafter reenter or repossess of such termination and the then reasonable rental value of the Premises for the balance of the Lease Term, and remove all persons Lessee acknowledges that said sum is reasonable and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights shall not be construed as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasea penalty.

Bankruptcy. It is agreed between Subject to the parties rights or remedies it may have, any party hereto shall have the right to terminate this Agreement, effective immediately, if, at any time, any other party hereto (or, in the case of the Administrator, any Person that if Tenant Controls the Administrator) shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawinsolvent, or if Tenant’s leasehold interest under this lease shall be sold file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any execution present or process of lawfuture statute or law relating to bankruptcy, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trusteeinsolvency, or other judicial officer during relief for debtors, whether federal or state, or shall seek, consent to, or acquiesce in the Term appointment of their occupancy any trustee, receiver, conservator or liquidator of such party or of all or any substantial part of its properties, or a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against such party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and such party shall consent to or acquiesce in their fiduciary capacity the entry of such order, judgment or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of such party or of all or any substantial part of its properties shall be appointed without affecting Landlord’s rights the consent of or acquiescence of such party and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days. The terms “acquiesce” and “acquiescence”, as contained in this Leaseused herein, include, but no receiverare not limited to, trusteethe failure to file a petition or motion to vacate or discharge any order, judgment or other judicial officer shall ever have any rights, title or interest in or to decree providing for such appointment within the Premises time specified by virtue of this Leaselaw.

Bankruptcy. It is agreed between the parties hereto that that: if Tenant shall be adjudicated a bankrupt or an insolvent or take the benefit of any federal reorganization or composition compensation proceeding or make a general assignment or take the benefit of any insolvency law; or, or if Tenant’s 's leasehold interest under this lease Lease shall be sold under any execution or process of law, ; or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State lawsLaws), ; or if said Premises shall be abandoned or deserted, ; or if Tenant shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant’s 's part to be performed, ; or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firmfirms, officer officers or corporation other than Tenant, by death of the Tenant, operation of law or otherwisecorporations, then and in any such event this Lease and the Term of this Lease, at Landlord’s 's option, shall expire and end five (5) days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of or default and Tenant hereby agrees immediately then to quit and surrender said Leased Premises to Landlord; but this shall not impair or affect Landlord’s 's right to maintain summary or other proceedings proceeding for the recovery of the possession of the Leased Premises in all cases as provided for by law. If the Term term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter thereafter, re-enter or repossess the Leased Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between PFIZER may, in addition to any other remedies available to it by law or in equity, exercise the parties hereto that if Tenant rights set forth below in this Section 12.3 by notice to XXXXX, in the event XXXXX shall be adjudicated a bankrupt or an have become insolvent or take benefit of any federal reorganization bankrupt, or composition proceeding or make shall have made a general assignment or take for the benefit of any insolvency lawits creditors, or if Tenant’s leasehold interest under this lease there shall be sold under any execution have been appointed a trustee or process receiver of lawXXXXX or for all or a substantial part of its property, or if a trustee any case or proceeding shall have Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. been commenced or other action taken by or against XXXXX in bankruptcy or a receiver be appointed seeking reorganization, liquidation, dissolution, winding-up arrangement, composition or elected readjustment of its debts or had for Tenant (whether any other relief under Federal any bankruptcy, insolvency, reorganization or State laws)other similar act or law of any jurisdiction now or hereafter in effect, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. All rights and licenses granted under or pursuant to this Lease Agreement by XXXXX are, and shall otherwise be deemed to be, for purposes of Article 365(n) of the Term U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Article 101 of the U.S. Bankruptcy Code. The parties agree that PFIZER, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against XXXXX under the U.S. Bankruptcy Code, PFIZER shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless XXXXX elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant Agreement by or on behalf of XXXXX upon written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided request therefor by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeasePFIZER.

Bankruptcy. It is agreed between If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the parties hereto that if provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Tenant shall be adjudicated as a bankrupt debtor in possession or an insolvent any trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy Court, to assume or take benefit reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any federal reorganization application to assume or composition proceeding reject this Lease by Landlord with such Court. In such event, Tenant or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant may only assume this Lease if (whether under Federal a) it cures or State laws)provides adequate assurance that the trustees will promptly cure any default hereunder, (b) it compensates or if said Premises shall be abandoned or desertedprovides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant's defaults, or if Tenant shall fail to perform any and (c) it provides adequate assurance of performance during the fully stated Term hereof of all of the terms, covenants or conditions and provisions of this Lease on Tenant’s part to be performed, or if this Lease or performed by Tenant. In no event after the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminated, Landlord may immediately any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or at any the time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damagesperiod set forth herein. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term Adequate assurance of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue performance of this LeaseLease as set forth hereinabove shall include, without limitation, adequate assurance (1) of the source of Rent reserved hereunder and (2) the assumption of this Lease will not breach any provision hereunder.

Bankruptcy. It is agreed between Either Party shall have the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit right to terminate this Agreement prior to its Expiration upon notice to the other Party, in the event that: (i) the Party receiving said notice seeks protection of any federal reorganization bankruptcy or composition proceeding or make a general assignment or take insolvency law other than with the benefit prior consent of any insolvency lawthe noticing Party, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if (ii) a trustee proceeding in bankruptcy or insolvency is filed by or against the Party receiving notice and not withdrawn, removed or vacated within sixty days of such filing, or there is adjudication by a receiver court of competent jurisdiction that said Party is bankrupt or insolvent. All rights and licenses granted under or pursuant to this Agreement by either Party are, and shall otherwise be appointed or elected or had deemed to be, for Tenant purposes of Section 365(n) of the United States Bankruptcy Code (whether under Federal or State lawsthe “Bankruptcy Code”), licenses of rights to “intellectual EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or if said Premises against either Party under the Bankruptcy Code, the Party hereto that is not subject to such proceeding shall be abandoned entitled to a complete duplicate of (or desertedcomplete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to it (A) following any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (B) if Tenant shall fail to perform any not delivered under the immediately preceding clause (A), upon written request therefor by the non-subject Party following the rejection of this Agreement by or on behalf of the covenants or conditions of this Lease on Tenant’s part Party subject to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It If Franchisee or any Owner files for protection under the U.S. Bankruptcy Code, as amended, and if, for any reason, this Agreement is agreed between not terminated pursuant to Section 14 and is to be assumed by, or assigned to, any person or entity who has made a bona fide offer to accept an assignment of this Agreement as contemplated by the parties hereto that if Tenant United States Bankruptcy Code, then notice to Franchisor of such proposed assignment or assumption shall be adjudicated a bankrupt or an insolvent or take benefit required. Such notice shall be given to Franchisor within twenty (20) days after receipt by Franchisee of any federal reorganization or composition proceeding or make a general such proposed assignee's offer to accept assignment or take of the benefit of any insolvency law, or if Tenant’s leasehold interest Franchisee's rights and obligations under this lease Agreement, and, in any event, at least ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Such notice shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant include the following: (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any i) the name and address of the covenants or proposed assignee, (ii) all of the terms and conditions of this Lease on Tenant’s part the proposed assignment and assumption, and (iii) the adequate assurance to be performedprovided to Franchisor to assure the proposed assignee's future performance under this Agreement, or if this Lease or including, without limitation the Term thereof be transferred or pass assurance referred to or devolve upon any persons, firm, officer or corporation other than Tenant, by death in Section 365 of the Tenant, operation of law or otherwise, then and in any such event this Lease Bankruptcy Code and the Term satisfaction of the preconditions to transfer set forth in Section 13.3. of this Lease, at Landlord’s Agreement. Franchisor shall thereupon have the prior right and option, shall expire and end five days after Landlord has to be exercised by notice given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter prior to the effective date of such proposed assignment and assumption, to accept an assignment of this Agreement to Franchisor itself, upon the same terms and conditions and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions or repossess other expenses which may be saved by Franchisee, as a result of the Premises exercise by Franchisor of the rights and remove all persons and property therefrom without being options granted herein. Nothing in this paragraph shall cause Franchisor to be liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, the payment of any brokerage commissions or other judicial officer during expenses as a result of the Term exercise of their occupancy in their fiduciary capacity Franchisor's rights and options hereunder, without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseFranchisor's separate written consent.

Bankruptcy. It If any voluntary or involuntary petition is agreed filed under the United States Bankruptcy Code by or against Tenant (other than an involuntary petition filed by or joined in by the City), Tenant may not assert, or request any other party to assert, that the automatic stay under the Bankruptcy Code operates to stay or otherwise affect the City’s ability to enforce any rights it has under any agreement between the parties hereto Parties, or any other rights that if the City has, regardless of whether now or hereafter acquired, against any party responsible for the debts or obligations of Tenant under such agreements. Tenant may not seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to the Bankruptcy Code, to stay or otherwise affect the City’s ability to enforce any of its rights under such agreements against any party responsible for the debts or obligations of the Tenant. The covenants in this Section are material in inducing the City to enter into this Lease, and Tenant agrees that no grounds exist for equitable relief that will bar or impede the exercise by the City of its rights and remedies under such agreements against Tenant or any party responsible for the debts or obligations of Tenant. If any part of Tenant’s interest in the Leased Premises or the Improvements becomes the property of any bankruptcy estate or subject to any state or federal insolvency proceeding, the City shall immediately become entitled, in addition to all other relief to which the City may be entitled under law or any agreement between the Parties, to obtain (i) an order from the Bankruptcy Court or other appropriate court granting immediate relief from the automatic stay pursuant to the Bankruptcy Code to permit the City to pursue its rights and remedies at law and in equity under applicable state law, and (ii) an order from the Bankruptcy Court prohibiting Tenant’s use of all “cash collateral,” as defined under the Bankruptcy Code. In connection with such Bankruptcy Court orders, Tenant shall be adjudicated a bankrupt not assert in any pleading or an insolvent petition filed in any court proceeding that the City lacks sufficient grounds for relief from the automatic stay. Tenant agrees that any bankruptcy petition or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawother action taken by Tenant to stay, condition, or if Tenant’s leasehold interest prevent the City from exercising its rights or remedies under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or any other agreement between the Term thereof Parties will be transferred deemed to have been undertaken in bad faith. If any voluntary or pass to involuntary petition is filed under the Bankruptcy Code by or devolve upon any persons, firm, officer or corporation against Tenant (other than an involuntary petition filed by or joined in by the City), Tenant shall notify the City of such filing within ten (10) business days after receiving notice. If any part of Tenant’s interest in the Leased Premises or Improvements becomes the property of any bankruptcy estate or subject to any state or federal insolvency proceeding, by death Tenant shall notify the Government of such proceeding within ten (10) business days after receiving notice of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It is agreed between the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of If at any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and time during the Term of this Lease, a petition shall be filed, either by or against Tenant, in any court or pursuant to any Federal, State or municipal statute whether in bankruptcy, insolvency, for the appointment of a receiver, involving Tenant's business or property or because of any general assignment made by Tenant of Tenant's property for the benefit of Tenant's creditors, then immediately upon the happening of any such event, in addition to any other remedy available to Landlord hereunder and without any entry or other act by Landlord, this Lease, subject to the time limitations set forth in Section 20.(A)(4) at Landlord’s 's option, shall expire cease and come to an end five days after Landlord has given Tenant written notice (with the same force add effect as if the date of the happening of any such event were the date herein fixed for the expiration of the Term. It is further stipulated and agreed that in the manner herein above providedevent of termination of the Term by the happening of any such event, Landlord shall forthwith, upon such termination, any other provisions of this Lease to the contrary notwithstanding, become entitled to recover as and for liquidated damages caused by such breach of the provisions of this Lease, an amount equal to the difference between (a) the then present cash value of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings the future Rent reserved hereunder for the recovery unexpired portion of the possession Term, and (b) the then cash rental value of the Premises for the balance of the Term, unless the statute which governs shall limit the amount of such claim capable of being so proved, in all cases which case Landlord shall be entitled to prove as and for liquidated damages an amount equal to that allowed by or under any such statute. Said damages shall be due and payable to Landlord immediately upon breach of this Lease as provided in this Article. In making any such computation, the then cash rental value of Premises shall be deemed prima facie to be the rental realized upon any reletting, if such reletting can be accomplished by law. If Landlord within a reasonable time after such termination of this Lease, and the then present cash value of the future rents reserved hereunder to Landlord for the unexpired portion of the Term shall be deemed to be such sum, if invested at six percent (6%) simple interest, as will produce the future rent over the period of time in question. The provisions of this Article of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable prejudice to Landlord's right to prove in full damages for trespass or damages. Landlord may elect Rent accrued prior to accept rent from such receiver, trustee, or other judicial officer during the Term termination of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue not paid. This provision of this LeaseLease shall be without prejudice to any rights given Landlord by any pertinent statute to prove further any amounts allowed thereby.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any Chapter of the parties hereto that Bankruptcy Act as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within sixty (60) days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver or trustee in bankruptcy or a receiver be appointed of Tenant’s property and the order appointing such receiver or elected trustee not be set aside or had for Tenant vacated within thirty (whether under Federal or State laws)30) days after the entry thereof, or if said Premises shall be abandoned or deserted, or if the Tenant shall fail to perform any of the covenants or conditions of this Lease on assign Tenant’s part to be performedestate or effects for the benefit of creditors, or if this Lease or the Term thereof be transferred shall otherwise by operation of law devolve or pass to any person or devolve upon any persons, firm, officer or corporation persons other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event Landlord may, if Landlord so elects, with notice of such election, forthwith terminate this Lease Lease, and the Term notwithstanding any other provisions of this Lease, at Landlord’s option, in addition to any and all rights and remedies allowed by law or equity, shall expire and end five days after Landlord has given Tenant written notice (upon such termination be entitled to recover damages in the manner herein amount provided in Section 27(b) above provided) and neither Tenant nor any person claiming through or under Tenant or by virtue of such act, condition any statute or order of default and Tenant hereby agrees immediately then any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall forthwith quit and surrender the Premises to Landlord. Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of any such termination an amount equal to the maximum allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseSection 36.

Bankruptcy. It is agreed between Without limiting the parties hereto that Guarantors' obligations under this Guaranty, if Tenant or Tenant’s trustee, receiver or other officer with similar powers, rejects, disaffirms or otherwise terminates the Master Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or any other law affecting creditors’ rights generally, Guarantors, jointly and severally, shall automatically be deemed to have assumed, from and after the date such rejection, disaffirmance or other termination of the Master Lease is deemed effective, all obligations and liabilities of Tenant under the Master Lease to the same extent as if Guarantors had been originally named instead of Tenant as the Tenant under the Master Lease and as if the Master Lease had never been so rejected, disaffirmed or otherwise terminated. Guarantor, upon such assumption, shall pay, perform and observe all of the Guaranteed Obligations, whether accrued or accruing, and Guarantors shall be adjudicated a bankrupt subject to any rights or an insolvent remedies of Landlord that may have accrued or take benefit that may thereafter accrue against Tenant on account of any federal reorganization default or composition proceeding event of default under the Master Lease notwithstanding that such defaults existed prior to the date Guarantors are deemed to have assumed the Master Lease or that such rights or remedies are unenforceable against Tenant by reason of such rejection, disaffirmance or other termination. Guarantors shall confirm such assumption in writing at the request of Landlord upon or after such rejection, disaffirmance or other termination but any such failure shall not affect the assumption by Guarantors. Neither Guarantors' obligation to make a general assignment payment or take performance of the benefit of any insolvency law, or if Tenant’s leasehold interest Guaranteed Obligations under this lease Guaranty nor any remedy for the enforcement thereof shall be sold under impaired, modified, changed, stayed, released or limited in any execution manner by any impairment, modification, change, release, limitation or process stay of law, the liability of Tenant or if a trustee its estate in bankruptcy or a receiver be appointed any remedy for the enforcement thereof resulting from the operation of any present of future provision of the U.S. Bankruptcy Code or elected other statute or had for Tenant (whether under Federal or State laws), or if said Premises from any court decision and Guarantors shall be abandoned obligated under this Guaranty as if no such impairment, stay, modification, change, release or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaselimitation had occurred.

Bankruptcy. It is agreed between In the parties hereto that if Tenant event the estate created hereby shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any taken in execution or by other process of law, or if a trustee in Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)law, or if said Premises a receiver or trustee of the property of Tenant shall be abandoned or desertedappointed, or if any assignment shall be made of Tenant’s property for the benefit of creditors or if a petition shall be filed by or against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall fail to perform not be withdrawn and the proceedings dismissed within ninety (90) days after the filing of the petition, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant; provided, however, if the covenants order of the court creating any of such disabilities shall not be final by reason of the pendency of such proceedings or conditions appeal from such order, or if the petition shall not have been withdrawn or the proceedings dismissed within ninety (90) days after the filing of the petition, then Landlord shall not have the right to terminate this Lease so long as Tenant performs its obligations hereunder. If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on Tenant’s part to be performedon the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or if the trustee or assignee, must also furnish adequate assurances of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months’ rent, including all other charges payable by Tenant hereunder, such as the amounts payable pursuant to Paragraph 5 hereof, and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the Premises will not be detrimental to the other tenants in the Building or Landlord. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death filing of the Tenantproceeding, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease he shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises deemed to have rejected and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of terminated this Lease.

Bankruptcy. It is agreed between (a) If Lessee shall file a petition for voluntary bankruptcy or reorganization under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall Lessee be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within ninety (90) days from the date thereof, or an insolvent a receiver or take benefit trustee be appointed of Lessee’s property in any federal reorganization involuntary proceeding and the order appointing such receiver or composition proceeding trustee be not set aside or make a general assignment vacated within ninety (90) days after the entry thereof, or take if Lessee shall assign Lessee’s estate or effects for the benefit of any insolvency lawcreditors, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performedLessee becomes insolvent, or if this Lease or the Term thereof be transferred shall otherwise by operation of law devolve or pass to any person or devolve upon any persons, firm, officer or corporation persons other than Tenant, by death of the Tenant, operation of law or otherwiseLessee, then and in any such event events Lessor may, at its option, with or without notice of such election and with or without entry or action by Lessor, forthwith terminate this Lease lease, and the Term notwithstanding any other provisions of this Leaselease, at Landlord’s optionLessor, in addition to any and all rights and remedies allowed by law or equity, shall expire and end five days after Landlord has given Tenant written notice (upon such termination be entitled to recover damaged in an amount equal to the manner herein above provided) then present value of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but the rent reserved in this shall not impair or affect Landlord’s right to maintain summary or other proceedings lease for the recovery entire residue of the stated term hereof, less the fair rental value of the Premises for the residue of the stated term hereof, and neither Lessee nor any person claiming through or under Lessee or by virtue of any statute or order of any court shall be entitled to possession of the Premises in all cases provided by law. If the Term of this Lease but shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess forthwith quit and surrender the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseLessor.

Bankruptcy. It So long as any Indebtedness shall be owing to any Secured Party, Guarantor shall not, without the prior consent of Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Huntway or any of the Subsidiaries of Huntway. The obligations of Guarantor under this guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Huntway or by any defense which Huntway may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. The Secured Parties shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is agreed between entitled to take. Guarantor acknowledges and agrees that any interest on the Indebtedness which accrues after the commencement of any such proceeding (or, if interest on any portion of the Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on any such portion of the Indebtedness if said proceedings had not been commenced) shall be included in the Indebtedness because it is the intention of the parties hereto that if Tenant shall the Indebtedness which is guaranteed by Guarantor pursuant to this Guaranty should be adjudicated a bankrupt determined without regard to any rule of law or an insolvent or take benefit order which may relieve Huntway of any federal reorganization or composition proceeding or make a general assignment or take portion of such indebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of any insolvency lawcreditors or similar person to pay the Secured Parties, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any allow the claims of the covenants Secured Parties in respect of, any such interest accruing after the date on which such proceeding is commenced. In the event that all or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death portion of the TenantIndebtedness is paid or performed by Huntway, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.the

Bankruptcy. It is agreed between (a) If at any time during the parties hereto that if Tenant Lease Term, a petition shall be adjudicated filed, either by or against the Lessee, in any Court or pursuant to any Federal, State, or Municipal statute whether in bankruptcy, insolvency, for the appointment of a bankrupt receiver of the Lessee's property or an insolvent or take benefit because of any federal reorganization or composition proceeding or make a general assignment or take made by the Lessee of the Lessee's property for the benefit of the Lessee's creditors, then immediately upon the happening of any insolvency lawsuch event, and without any entry or other act by the Lessor, this Lease, at Lessor's option, shall cease and come to an end with the same force and effect as if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any the date of the covenants or conditions happening of any such event were the date herein fixed for the expiration of the Lease Term. It is further stipulated and agreed that, in the event of the termination of the Lease Term by the happening of any such event, the Lessor shall forthwith, upon such termination, and any other provisions of this Lease on Tenant’s part to be performedthe contrary notwithstanding, or if this Lease or the Term thereof be transferred or pass become entitled to or devolve upon any persons, firm, officer or corporation other than Tenant, recover as and for liquidated damages caused by death such breach of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term provisions of this Lease, at Landlord’s optionan amount equal to the difference between the then cash value of the Rent reserved hereunder for the unexpired portion of the term and the then cash rental value of the Demised Premises for such unexpired portion of the Lease Term hereby demised, unless the statute which governs or shall expire and end five days after Landlord has given Tenant written notice (govern the proceeding in which such damages are to be proved limits or shall limit the manner herein above provided) amount of such actclaim capable of being so proved, condition in which case the Lessor shall be entitled to prove as and for liquidated damages an amount equal to that allowed by or under any such statute. The provisions of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term Section of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess without prejudice to the Premises and remove all persons and property therefrom without being liable Lessor's right to prove in full damages for trespass or damages. Landlord may elect Rent accrued prior to accept rent from such receiver, trustee, or other judicial officer during the Term termination of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer not paid. This provision of this Lease shall ever have be without prejudice to any rights, title or interest in or rights given to the Premises Lessor by virtue of this Leaseany pertinent statute to prove any amounts allowed thereby.

Bankruptcy. It is agreed between Either Party may, in addition to any otxxx remedies available to it by law or in equity, terminate this Agreement, in whole or in part as the parties hereto that if Tenant terminating Party may determine, by written notice to the other Party in the event the other Party shall be adjudicated a bankrupt have become bankrupt, or shall have Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. made an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency law, its creditors or if Tenant’s leasehold interest under this lease there shall be sold under any execution or process of law, or if have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or a receiver be appointed seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or elected readjustment of its debts or had for Tenant (whether any other relief under Federal any bankruptcy, insolvency, reorganization or State laws), other similar act or if said Premises shall be abandoned law of any jurisdiction now or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then hereafter in effect and in any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. All rights and licenses granted under to this Lease Agreement by one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Term Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 (56) of the Bankruptcy Code. The Parties agree that the licensing Party under this Lease, at Landlord’s option, Agreement shall expire retain and end five days after Landlord has given Tenant written notice (may fully exercise all of its rights and elections under the Bankruptcy Code in the manner herein above provided) event of a bankruptcy by the other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code, the licensee shall be entitled to complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all embodiments of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseintellectual property.

Bankruptcy. It If Supplier becomes insolvent, takes any step leading to its cessation as a going concern, fails to pay its debts as they become due, or ceases business operations continuously for longer than fifteen (15) business days, then VITA may immediately terminate this Contract, and an Authorized User may terminate an order or SOW, on notice to Supplier unless Supplier immediately gives VITA or such Authorized User adequate assurance of the future performance of this Contract or the applicable order or SOW. If bankruptcy proceedings are commenced with respect to Supplier, and if this Contract has not otherwise terminated, then VITA may suspend all further performance of this Contract until Supplier assumes this Contract and provides adequate assurance of performance thereof or rejects this Contract pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision, it being agreed by VITA and Supplier that this is agreed between an executory contract. Any such suspension of further performance by VITA or Authorized User pending Supplier’s assumption or rejection shall not be a breach of this Contract, and shall not affect the parties hereto rights of VITA or any Authorized User to pursue or enforce any of its rights under this Contract or otherwise. GenerAL provisions Relationship Between VITA and Authorized User and Supplier Supplier has no authority to contract for VITA or any Authorized User or in any way to bind, to commit VITA or any Authorized User to any agreement of any kind, or to assume any liabilities of any nature in the name of or on behalf of VITA or any Authorized User. Under no circumstances shall Supplier, or any of its employees, hold itself out as or be considered an agent or an employee of VITA or any Authorized User, and neither VITA nor any Authorized User shall have any duty to provide or maintain any insurance or other employee benefits on behalf of Supplier or its employees. Supplier represents and warrants that if Tenant it is an independent contractor for purposes of federal, state and local employment taxes and agrees that neither VITA nor any Authorized User is responsible to collect or withhold any federal, state or local employment taxes, including, but not limited to, income tax withholding and social security contributions, for Supplier. Any and all taxes, interest or penalties, (including, but not limited to, any federal, state or local withholding or employment taxes, and any penalties related to health care or employee benefits laws) that are imposed, assessed or levied as a result of this Contract or Services performed pursuant to this Contract shall be adjudicated a bankrupt paid or an insolvent withheld by Supplier or, if assessed against and paid by VITA or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawAuthorized User, or if Tenant’s leasehold interest under this lease shall be sold under any execution reimbursed by Supplier upon demand by VITA or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseAuthorized User.

Bankruptcy. It is agreed between In the parties hereto that if Tenant case of an Event of Default under 6.1(j), this Lease shall be adjudicated a bankrupt or an insolvent or take benefit deemed rejected if the trustee of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any elect to assume this Lease within sixty days (or the minimum period of time as may be applicable under law or order of the covenants applicable court) after the earlier to occur of the date of the filing of the petition or conditions of the trustee's appointment (as may be applicable). If this Lease on Tenant’s part is rejected by the trustee of the Tenant or deemed to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwiserejected, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, (i) Landlord shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises without further obligation to Tenant or the trustee, and this Lease shall be deemed terminated without prejudice to any remedies that might otherwise be used for arrearage of Rent, for nonpayment of amounts required to be paid by Tenant to Landlord under this Lease, or for preceding breaches of covenant, and (ii) Landlord shall retain the right to be compensated for damages in the bankruptcy proceeding. To be effective, any election by the trustee of Tenant to assume this Lease must be in writing and addressed to Landlord using the address set forth in Section 8.12 and be accompanied by the trustee's commercially adequate assurance to Landlord of the future performance and continuous performance of Tenant's obligations under this Lease; provided, however, that the trustee first shall cure all cases provided by law. If defaults of Tenant under this Lease and compensate all persons other than Landlord who have incurred or suffered pecuniary losses due to Tenant's default under this Lease before the Term trustee's assumption of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseeffective.

Bankruptcy. It If any voluntary or involuntary petition is agreed filed under the United States Bankruptcy Code by or against Tenant (other than an involuntary petition filed by or joined in by the City), Tenant shall not assert, or request any other party to assert, that the automatic stay under the Bankruptcy Code operates to stay or otherwise affect the City’s ability to enforce any rights it has under any agreement between the parties hereto Parties, or any other rights that if the City has, whether now or hereafter acquired, against any party responsible for the debts or obligations of Tenant under such agreements. Tenant shall be adjudicated not seek a bankrupt supplemental stay or an insolvent any other relief, whether injunctive or take benefit otherwise, pursuant to the Bankruptcy Code, to stay or otherwise affect the City’s ability to enforce any of its rights under such agreements against any party responsible for the debts or obligations of the Tenant. The covenants in this Section are material in inducing the City to enter into this Lease and Tenant agrees that no grounds exist for equitable relief that will bar or impede the exercise by the City of its rights and remedies under such agreements against Tenant or any party responsible for the debts or obligations of Tenant. If any part of Tenant’s interest in the Leased Premises or the Improvements becomes the property of any bankruptcy estate or subject to any state or federal reorganization insolvency proceeding, the City shall immediately become entitled, in addition to all other relief to which the City may be entitled under law or composition proceeding any agreement between the Parties, to obtain (i) an order from the Bankruptcy Court or make a general assignment or take other appropriate court granting immediate relief from the benefit of any insolvency automatic stay pursuant to the Bankruptcy Code to permit the City to pursue its rights and remedies at law and in equity under applicable state law, or if and (ii) an order from the Bankruptcy Court prohibiting Tenant’s leasehold interest use of all “cash collateral,” as defined under this lease the Bankruptcy Code. In connection with such Bankruptcy Court orders, Tenant shall be sold under not assert in any execution pleading or process of lawpetition filed in any court proceeding that the City lacks sufficient grounds for relief from the automatic stay. Tenant agrees that any bankruptcy petition or other action taken by Tenant to stay, condition, or if a trustee in bankruptcy prevent the City from exercising its rights or a receiver be appointed or elected or had for Tenant (whether remedies under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or any other agreement between the Term thereof Parties shall be transferred deemed bad faith. If any voluntary or pass to involuntary petition is filed under the Bankruptcy Code by or devolve upon any persons, firm, officer or corporation against Tenant (other than an involuntary petition filed by or joined in by the City), Tenant shall notify the City of such filing within ten (10) business days after receiving notice. If any part of Tenant’s interest in the Leased Premises or Improvements becomes the property of any bankruptcy estate or subject to any state or federal insolvency proceeding, by death Tenant shall notify the Government of such proceeding within ten (10) business days after receiving notice of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It is agreed between Each Party may, in addition to any other remedies available to it by Law or in equity, exercise the parties hereto that if Tenant rights set forth below by written notice to the other Party (the “Insolvent Party”), in the event the Insolvent Party shall be adjudicated a bankrupt or an have become insolvent or take benefit of any federal reorganization bankrupt, or composition proceeding shall cease conducting business in the ordinary course, or make a general shall have made an assignment or take for the benefit of any insolvency lawits creditors, or if Tenant’s leasehold interest under this lease there shall be sold under any execution have been appointed a trustee or process receiver of lawthe Insolvent Party or for all or a substantial part of its property, or if a trustee any case or proceeding shall have been commenced or other action taken by or against the Insolvent Party in bankruptcy or a receiver be appointed seeking reorganization, liquidation, dissolution, winding-up arrangement, composition or elected readjustment of its debts or had for Tenant (whether any other relief under Federal any bankruptcy, insolvency, reorganization or State laws)other similar act or Law of any jurisdiction now or hereafter in effect, or if said Premises there shall be abandoned have been issued a warrant of attachment, execution, distraint or deserted, or if Tenant shall fail to perform similar process against any substantial part of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death property of the TenantInsolvent Party, operation of law or otherwise, then and in any such event shall have continued for sixty (60) days undismissed, unbonded and undischarged. All rights and licenses granted under or pursuant to this Lease Agreement by Neurocrine and Abbott are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code or its foreign equivalent, licenses of rights to “intellectual property” as defined under Section 101 *** Confidential Treatment Requested of the Bankruptcy Code or its foreign equivalent. The Parties agree that the Parties as licensees of such rights under this Agreement shall retain and may fully exercise all of their rights and elections under the Bankruptcy Code or its foreign equivalent. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the Bankruptcy Code or its foreign equivalent, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the Term same, if not already in the other Party’s possession, shall be promptly delivered to other Party (i) upon any such commencement of a bankruptcy proceeding upon its written request therefore, unless the Party subject to such proceeding elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair Agreement by or affect Landlord’s right to maintain summary or other proceedings for the recovery on behalf of the possession of Party subject to such proceeding upon written request therefore by the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseParty.

Bankruptcy. It is agreed between Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement, in whole or in part as the parties hereto that if Tenant terminating Party may determine, by written notice to the other Party in the event the other Party shall be adjudicated a bankrupt have become bankrupt, or shall have made an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency law, its creditors or if Tenant’s leasehold interest under this lease there shall be sold under any execution or process of law, or if have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or a receiver be appointed seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or elected readjustment of its debts or had for Tenant (whether any other relief under Federal any bankruptcy, insolvency, reorganization or State laws), other similar act or if said Premises shall be abandoned law of any jurisdiction now or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then hereafter in effect and in any such event shall have continued for sixty (60) days undismissed, unbonded and undischarged. All rights and licenses granted under to this Lease Agreement by one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365 (n) [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. of the Term Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 (56) of the Bankruptcy Code. The Parties agree that the licensing Party under this Lease, at Landlord’s option, Agreement shall expire retain and end five days after Landlord has given Tenant written notice (may fully exercise all of its rights and elections under the Bankruptcy Code in the manner herein above provided) event of a bankruptcy by the other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all embodiments of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseintellectual property.

Bankruptcy. It Should a Party become the subject of a bankruptcy or similar insolvency proceeding or any analogous proceeding in any jurisdiction to which such Party is agreed between subject, the parties hereto that if Tenant other Party and its Group members shall be adjudicated permitted to retain its licenses in the Intellectual Property licensed pursuant to this Agreement and to take appropriate action as may be reasonably required to retain such licenses. Without limiting the foregoing, all licenses granted to a bankrupt or an insolvent or take benefit Party and its Group members under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), licenses to rights to “intellectual property” as defined in the Bankruptcy Code. In furtherance and not in limitation of the foregoing: (a) upon the commencement of any federal reorganization bankruptcy proceeding by or composition proceeding against Parent or make a general assignment or take any Parent Group members under the benefit Bankruptcy Code, SpinCo and SpinCo Group members may fully exercise all of their rights and elections under the Bankruptcy Code to retain the licensed rights granted to them by Parent pursuant to this Agreement and to use the Parent Licensed IP as in effect immediately prior to such proceeding, notwithstanding any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions rejection of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and Agreement in any such event proceeding, and (b) upon the commencement of any bankruptcy proceeding by or against SpinCo or any SpinCo Group member under the Bankruptcy Code, Parent and Parent Group members may fully exercise all of their rights and elections under the Bankruptcy Code to retain the licensed rights granted to them by SpinCo pursuant to this Lease Agreement and to use the Term SpinCo Licensed IP as in effect immediately prior to such proceeding, notwithstanding any rejection of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (Agreement in the manner herein above provided) of any such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawproceeding. If the Term of this Lease No Party shall be deemed to have terminated this Agreement unless it has expressly done so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasewriting.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver or trustee in bankruptcy or a receiver shall be appointed of Tenant’s property and the order appointing such receiver or elected trustee shall not be set aside or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or desertedvacated within thirty days after the entry thereof, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on assign Tenant’s part to be performedestate or effects for the benefit of creditors, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenantshall, by death of the Tenant, operation of law or otherwise, pass to any person or persons other than Tenant, then and in any such event Landlord may terminate this Lease Lease, if Landlord so elects, with or without notice of such election and the Term with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, at Landlord’s option, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above provided) amount provided in Article 23 hereof Neither Tenant nor any person claiming through or under Tenant or by virtue of such act, condition any statute or order of default and Tenant hereby agrees immediately then any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved; whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseArticle 17.

Bankruptcy. It is agreed between The commencement or filing of a bankruptcy, liquidation, reorganization or insolvency action, or the parties hereto that if Tenant shall be adjudicated a bankrupt filing of an answer therein, or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take by Tenant for the benefit of any insolvency lawcreditors, or if the appointment of a trustee or receiver to take possession of the assets of Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy any similar action undertaken by or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)on behalf of Tenant, or if said Premises shall be abandoned the levy of an attachment or desertedexecution upon the property or interest of Tenant which is not within five (5) days satisfied or released, or if Tenant shall fail to perform the insolvency of Tenant, or any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, above shall at Landlord’s option, shall expire constitute a breach and end five days after Landlord has given Tenant written notice (in the manner herein above provided) default of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided Lease by lawTenant. If the Term trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject the unexpired portion of this Lease, then the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after such appointment. Within thirty (30) days after any court approval of the assumption of this Lease, the trustee or receiver shall cure all previous breaches and Initials /s/ IH Initials /s/ JMJ defaults under such Lease and shall be so terminated, compensate Landlord may immediately or at any time thereafter reenter or repossess for all actual pecuniary loss caused by the Premises same and remove all persons and property therefrom without being liable for trespass or damagesshall provide adequate assurance of future performance under this Lease to the reasonable satisfaction of Landlord. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as Nothing contained in this Section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with such a bankruptcy, liquidation, reorganization, or insolvency action or assignment or other similar act. In no event shall the leasehold estate under this Lease, but or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no receiverevent shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, trusteeinsolvency, reorganization or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceedings.

Bankruptcy. It is agreed between Subject to the parties rights or remedies it may have, the Administrator, on the one hand, and the Owner, on the other hand, shall have the right to terminate this Agreement, effective immediately, if, at any time, (i) the other party hereto that if Tenant shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawinsolvent, or if Tenant’s leasehold interest under this lease shall be sold file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any execution present or process of lawfuture statute or law relating to bankruptcy, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trusteeinsolvency, or other judicial officer during relief for debtors, whether federal or state, or shall seek, consent to, or acquiesce in the Term appointment of their occupancy any trustee, receiver, conservator or liquidator of such party or of all or any substantial part of its properties, or (ii) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the other party hereto seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and such party shall consent to or acquiesce in their fiduciary capacity the entry of such order, judgment or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of such party or of all or any substantial part of its properties shall be appointed without affecting Landlord’s rights the consent of or acquiescence of such party and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days. The terms “acquiesce” and “acquiescence”, as contained in this Leaseused herein, include, but no receiverare not limited to, trusteethe failure to file a petition or motion to vacate or discharge any order, judgment or other judicial officer shall ever have any rights, title or interest in or to decree providing for such appointment within the Premises time specified by virtue of this Leaselaw.

Bankruptcy. It is agreed between the parties hereto that that: if Tenant LESSEE shall be adjudicated a bankrupt or an insolvent or take the benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law; or, or if Tenant’s LESSEE'S leasehold interest under this lease Lease shall be sold under any execution or process of law, ; or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant LESSEE (whether under Federal or State lawsLaws), ; or if said Premises shall be abandoned or deserted, ; or if Tenant LESSEE shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant’s LESSEE'S part to be performed, ; or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firmfirms, officer officers or corporation corporations other than Tenant, LESSEE by death of the TenantLESSEE, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s LESSOR'S option, shall expire and end five (5) days after Landlord LESSOR has given Tenant LESSEE written notice (in the manner herein above provided) of such act, condition of or default and Tenant LESSEE hereby agrees immediately then to quit and surrender said Leased Premises to LandlordLESSOR; but this shall not impair or affect Landlord’s LESSOR'S right to maintain summary or other proceedings proceeding for the recovery of the possession of the Leased Premises in all cases as provided for by law. If the Term of this Lease shall be so terminated, Landlord LESSOR may immediately immediately, or at any time thereafter thereafter, reenter or repossess the Leased Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between 16. (a) Anything elsewhere in this lease to the parties hereto that if contrary notwithstanding, this lease may be can- celled by Owner by the sending of a written notice to Tenant shall be adjudicated within a bankrupt or an insolvent or take benefit reasonable time after the happening of any federal reorganization one or composition proceeding more of the following events: (1) the commencement of a case in bankruptcy or make a general under the laws of any state naming Tenant as the debtor; or (2) the making by Tenant of an assignment or take any other arrangement for the benefit of creditors under any insolvency lawstate statute. Neither Tenant nor any person claiming through or under Tenant, or if Tenant’s leasehold interest under by reason of any statute or order of court, shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the premises. If this lease shall be sold under assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant's interest in this lease. (b) it is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any execution other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If such premises or process any part thereof be re-let by the Owner for the unexpired term of lawsaid lease, or if a trustee any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re- letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in bankruptcy effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or a receiver not such amount be appointed or elected or had for Tenant (whether under Federal or State laws)greater, equal to, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any less than the amount of the covenants or conditions of this Lease on Tenant’s part difference referred to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseabove.

Bankruptcy. It is agreed between The filing or preparation for filing by or against Tenant of any petition in bankruptcy, insolvency, or for reorganization under the parties hereto that if Tenant shall be adjudicated a bankrupt Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or an insolvent adjudication that Tenant is insolvent, bankrupt, or take an issuance of an order for relief with respect to Tenant under the Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or the execution by Tenant of a voluntary assignment for the benefit of, or a transfer in fraud of, its general creditors, or the failure of Tenant to pay its debts as they mature, or the levying on under execution of the interest of Tenant under this Lease, or the filing or preparation for filing by Tenant of any federal petition for a reorganization under the Federal Bankruptcy Code, or composition proceeding for the appointment of a receiver or make trustee for a general assignment substantial part of Tenant’s assets or to take the benefit charge of Tenant’s business, or of any insolvency lawother petition or application seeking relief under any other federal or state laws now or hereafter relating to insolvency, bankruptcy, or if debtor relief, or the appointment of a receiver or trustee for a substantial part of Tenant’s leasehold interest assets or to take charge of Tenant’s business, shall automatically constitute a default under this lease shall be sold under Lease by Tenant for which Landlord may, at any execution time or process of lawtimes thereafter, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)at its option, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform exercise any of the covenants or conditions of this Lease on Tenant’s part remedies and options provided to Landlord in Section 12 hereof; provided, however, that if such petition be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than filed by a third party against Tenant, by death and Tenant desires in good faith to defend against the petition and is not in any way in default of any obligation hereunder at the Tenanttime of filing the petition, operation of law or otherwiseand Tenant within ninety (90) days thereafter procures a final adjudication that it is solvent and a judgment dismissing the petition, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminatedfully reinstated as though the petition had never been filed. In the event Landlord elects to terminate this Lease as provided for in this Section, Tenant shall pay forthwith to Landlord may immediately or as liquidated damages, the difference between the unpaid rent reserved in this Lease at any the time thereafter reenter or repossess of such termination and the then reasonable rental value of the Premises for the balance of the Lease Term, and remove all persons Tenant acknowledges that said sum is reasonable and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights shall not be construed as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasea penalty.

Bankruptcy. It is agreed between 30. If at any time prior to the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term commencement date of this Lease, at Landlord’s optionor during any time thereafter, there shall expire and end five days after Landlord has given be filed by or against Tenant written notice (in any Court pursuant to any statute either of the manner herein above provided) United States or of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair any state a petition in bankruptcy or affect Landlord’s right to maintain summary insolvency or other proceedings for reorganization or for the recovery appointment of a receiver or trustee of all or a portion of Tenant's property, and within thirty (30) days thereof Tenant fails to secure a discharge thereof or if Tenant makes an assignment for the possession benefit of the Premises in all cases provided by law. If the Term of creditors, or petitions for or enters into an arrangement, this Lease shall be so deemed canceled and terminated, Landlord may immediately in which event neither Tenant nor any person claiming through or at any time thereafter reenter under Tenant or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of any statute or of an order of any Court shall be entitled to possession of the demised premises, and Landlord in addition to the other rights and remedies given herein and by virtue of any other provision herein or elsewhere in this LeaseLease contained or by virtue of any statute or rule of law, may retain as liquidated damages any rent, security, deposit, or money received by Landlord from Tenant or others in behalf of Tenant. It is stipulated and agreed that in the event of the termination of this Lease pursuant to the above paragraph, Landlord shall forthwith notwithstanding any other provisions of this Lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the demised term and the then fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of three (3%) percent per annum. If such premises or any part thereof be re-let by the Landlord for the unexpired term of said Lease or any part thereof before presentation of proof of such liquidated damages to any Court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed prima facie to be the fair and reasonable rental value for the part of the whole of the premises so re-let. Nothing herein contained shall limit or prejudice the right of the Landlord to prove and obtain as liquidated damages an amount equal to the maximum allowed by any statute or rule of law in effect at the time the proceedings in which such damages are to be proved, whether or not such amount be greater than, equal to, or less than the amount of the difference referred to above.

Bankruptcy. It is agreed between the parties hereto that if Tenant For purposes of this Agreement, a bankruptcy of a BCA entity shall be adjudicated deemed to occur when such BCA operation/entity files a bankrupt petition in bankruptcy, or an insolvent or take benefit involuntarily takes advantage of any federal reorganization bankruptcy or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawis adjudicated a bankrupt, or if a trustee petition or answer is filed proposing the adjudication of such BCA as a bankrupt and such BCA either consents to the filing thereof or such petition or answer is not discharged or denied prior to the expiration of 60 days from the date of such filing; and the insolvency of a BCA shall be deemed to occur when such BCA's assets are insufficient to pay its liabilities as they come due, and the BCA shall so admit by action or notice to the BCA. If a Terminating Event shall occur, in bankruptcy addition to any other rights and remedies granted hereunder, the remaining BCA Partners (pro rata among themselves in proportion to their respective Interests as of the date of the Terminating Event, or in such other percentages as they shall agree upon) shall have a receiver first option to purchase and acquire, and the BCA, or (his/its) successor interest, who has caused the Terminating Event (hereinafter referred to as the Terminating Party) shall have the obligation to sell the Terminating Party's Interest in the BCA, which option shall be appointed or elected or had exercised by written notice to the Terminating Party within 60 days after the Management Committee shall be notified in writing of the occurrence of a Terminating Event. If such option is exercised, the remaining BCA Partners and the Terminating Party shall use their best efforts to agree upon a purchase price for Tenant such Interest, and the terms of payment thereof. If the BCA Partners are unable to agree upon a purchase price and terms of payment within 90 days after the exercise of the option, the remaining BCA Partners shall have an additional ten (whether under Federal or State laws)10) days thereafter within which to withdraw his/their election to exercise. If such election is withdrawn, or if said Premises the option is not exercised in the first instance, the affairs of the BCA shall be abandoned or deserted, or if Tenant shall fail to perform any liquidated under the supervision of the covenants or conditions of this Lease on Tenant’s part to be performedliquidating trustee, or if this Lease or and the Term thereof be transferred or pass to or devolve upon any personsBCA assets distributed as provided hereafter. In the event, firmhowever, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwisethat such election is not withdrawn, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, remaining BCA Partners shall expire and end five days after Landlord has given Tenant written notice (in have the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings purchase the Terminating BCA Partners Interest for an amount equal to all initial and Additional required Contributions, less ten (10%) per cent which have actually been paid by the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseTerminating BCA.

Bankruptcy. It is agreed between the parties hereto that if If Tenant shall become a debtor under the United States Bankruptcy Code, 11 U.S.C. §§101 et seq. (the “Bankruptcy Code”) then, to the extent that the Bankruptcy Code may be adjudicated a bankrupt applicable or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take affect the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term provisions of this Lease, at Landlord’s option, the following provisions shall expire and end five also be applicable. If the trustee or debtor-in-possession shall fail to elect to assume this Lease within sixty (60) days after the commencement of a case under the Bankruptcy Code, this Lease shall be deemed to have been rejected; and Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees shall be thereafter immediately then entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of and this Lease shall be so terminatedterminated subject to and in accordance with the provisions of this Lease and of law (including such provisions for damages). No election to assume (and, if applicable to assign) this Lease by the trustee or debtor-in-possession shall be permitted or effective unless: (i) all defaults shall have been cured and Landlord may immediately or at shall have been provided with adequate assurances reasonably satisfactory to Landlord, including any time thereafter reenter or repossess reasonably required guaranties and/or security deposits; and (ii) neither such assumption nor the operation of the Premises and remove all persons and property therefrom without being liable for trespass subsequent thereto shall, in Landlord’s reasonable judgment, cause or damages. Landlord may elect to accept rent from such receiver, trustee, result in any breach or other judicial officer during violation of any provision of this or any applicable lease, mortgage or other contract; and (iii) the Term assumption and, if applicable, the assignment of their this Lease satisfies in full the provisions of the Bankruptcy Code, including, without limitation, Sections 365(b)(1) and (3) and (f)(2); and (iv) the assumption has been ratified and approved by order of such court or courts as have final jurisdiction over the Bankruptcy Code and the case. No assignment of this Lease by the trustee or debtor-in-possession shall be permitted or effective unless the proposed assignee likewise shall have satisfied (i), (ii), (iii) and (iv) of the preceding sentence regarding such assignment and any such assignment, shall, without limitation, be subject to the provisions of Section 10.3 hereof. When pursuant to the Bankruptcy Code the trustee or debtor-in-possession is obligated to pay reasonable use and occupancy charges, such charges shall not be less than the Annual Fixed Rent and other charges specified herein to be payable by Tenant. Neither Tenant’s interest or estate in their fiduciary capacity the Premises herein or created hereby nor any lesser interest or estate of Tenant shall pass to anyone under any law of any state or jurisdiction without affecting the prior written consent of Landlord’s rights as contained in . In no event shall this Lease, but no receiver, trustee, if the term hereof has expired or other judicial officer shall ever have any rights, title or interest has been terminated in or to accordance with the Premises by virtue provisions of this Lease, be revived, and no stay or other proceedings shall nullify, postpone or otherwise affect the expiration or earlier termination of the term of this Lease pursuant to the provisions of this Article XVIII or prevent Landlord from regaining possession of the Premises thereupon.

Bankruptcy. It If any voluntary or involuntary petition is agreed filed under the United States Bankruptcy Code by or against Lessee (other than an involuntary petition filed by or joined in by the Government), Lessee shall not assert, or request any other party to assert, that the automatic stay under the Bankruptcy Code operates to stay or otherwise affect the Government’s ability to enforce any rights it has under any agreement between the parties hereto Parties, or any other rights that if Tenant the Government has, whether now or hereafter acquired, against any party responsible for the debts or obligations of Lessee under such agreements. Lessee shall be adjudicated not seek a bankrupt supplemental stay or an insolvent any other relief, whether injunctive or take benefit otherwise, pursuant to the Bankruptcy Code, to stay or otherwise affect the Government’s ability to enforce any of its rights under such agreements against any party responsible for the debts or obligations of the Lessee. The covenants in this Section are material in inducing the Government to enter into this Lease and Lessee agrees that no grounds exist for equitable relief that will bar or impede the exercise by the Government of its rights and remedies under such agreements against Lessee or any party responsible for the debts or obligations of Lessee. If any part of Lessee’s interest in the Leased Premises or the Improvements becomes the property of any bankruptcy estate or subject to any state or federal reorganization insolvency proceeding, the Government shall immediately become entitled, in addition to all other relief to which the Government may be entitled under law or composition proceeding any agreement between the Parties, to obtain (i) an order from the Bankruptcy Court or make a general assignment or take other appropriate court granting immediate relief from the benefit of any insolvency automatic stay pursuant to the Bankruptcy Code to permit the Government to pursue its rights and remedies at law and in equity under applicable state law, and (ii) an order from the Bankruptcy Court prohibiting Lessee’s use of all “cash collateral,” as defined under the Bankruptcy Code. In connection with such Bankruptcy Court orders, Lessee shall not assert in any pleading or if Tenant’s leasehold interest under this lease shall be sold under petition filed in any execution court proceeding that the Government lacks sufficient grounds for relief from the automatic stay. Lessee agrees that any bankruptcy petition or process of lawother action taken by Lessee to stay, condition, or if a trustee in bankruptcy prevent the Government from exercising its rights or a receiver be appointed or elected or had for Tenant (whether remedies under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or any other agreement between the Term thereof Parties shall be transferred deemed bad faith. If any voluntary or pass to involuntary petition is filed under the Bankruptcy Code by or devolve upon any persons, firm, officer or corporation against Lessee (other than Tenantan involuntary petition filed by or joined in by the Government), by death Lessee shall notify the Government of such filing within ten (10) business days after receiving notice. If any part of Lessee’s interest in the Leased Premises or Improvements becomes the property of any bankruptcy estate or subject to any state or federal insolvency proceeding, Lessee shall notify the Government of such proceeding within ten (10) business days after receiving notice of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It is In entering into this Agreement, Borrower and Lender hereby stipulate, acknowledge and agree that Lender gave up valuable rights and agreed between to forbear from exercising legal remedies available to it in exchange for the parties hereto promises, representations, acknowledgments and warranties of Borrower as contained herein and that if Tenant shall be adjudicated a bankrupt Lender would not have entered into this Agreement but for such promises, representations, acknowledgments, agreements, and warranties, all of which have been accepted by Lender in good faith, the breach of which by Borrower in any way, at any time, now or an insolvent or take benefit in the future, would admittedly and confessedly constitute cause for dismissal of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest such bankruptcy petition pursuant to 11 U.S.C. § 1112(b). As additional consideration for Lender agreeing to forbear from immediately enforcing its rights and remedies under this lease shall be sold Agreement and in the Loan Documents, including but not limited to the institution of foreclosure or collection proceedings, Borrower agrees that in the event a bankruptcy petition under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any Chapter of the covenants Bankruptcy Code (11 U.S.C. §101, et seq.) is filed by or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon against any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or Borrower at any time thereafter reenter after the execution of this Agreement, Lender shall be entitled to the immediate entry of an order from the appropriate bankruptcy court granting Lender complete relief from the automatic stay imposed by §362 of the Bankruptcy Code (11 U.S.C. §362) to exercise its foreclosure and other rights, including but not limited to obtaining a foreclosure judgment and foreclosure sale, upon the filing with the appropriate court of a motion for relief from the automatic stay with a copy of this Agreement attached thereto. Borrower specifically agrees (i) that upon filing a motion for relief from the automatic stay, Lender shall be entitled to relief from the stay without the necessity of an evidentiary hearing and without the necessity or repossess requirement of the Premises and remove all persons and property therefrom without being liable for trespass Lender to establish or damages. Landlord may elect to accept rent from such receiverprove the value of any collateral, trusteethe lack of adequate protection of its interest in any collateral, or other judicial officer during the Term lack of their occupancy equity in their fiduciary capacity without affecting Landlordany collateral; (ii) that the lifting of the automatic stay hereunder by the appropriate bankruptcy court shall be deemed to be “for cause” pursuant to §362(d)(1) of the Bankruptcy Code (11 U.S.C. §362 (d)(1); and (iii) that Borrower will not directly or indirectly oppose or otherwise defend against Lender’s efforts to gain relief from the automatic stay. This provision is not intended to preclude Borrower from filing for protection under any Chapter of the Bankruptcy Code. The remedies prescribed in this paragraph are not exclusive and shall not limit Lender’s rights as contained in under the Loan Documents, this Lease, but no receiver, trustee, Agreement or other judicial officer shall ever under any law. All of the above terms and conditions have any rights, title or interest in or to been freely bargained for and are all supported by reasonable and adequate consideration and the Premises by virtue of provisions herein are material inducements for Lender entering into this LeaseAgreement.

Bankruptcy. It If a petition is agreed between filed by or against Sublessee for relief under Title 11 of the parties hereto that if Tenant United States Code, as amended (the “Bankruptcy Code”), and Sublessee (including for purposes of this Section Sublessee’s successor in bankruptcy, whether a trustee or Sublessee as debtor-in- possession) assumes and proposes to assign, or proposes to assume and assign, this Sublease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made a bona fide offer to accept an assignment of this Sublease, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Sublease, shall be adjudicated given to Sublessor by Sublessee no later than twenty (20) days after Sublessee has made or received such offer, but in no event later than thirty (30) days prior to the date on which Sublessee applies to a bankrupt court of competent jurisdiction for authority and approval to enter into the proposed assignment. Any person or entity to which this Sublease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of the Sublessee’s obligations arising under this Sublease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Sublessor an insolvent instrument confirming such assumption. No provision of this Sublease shall be deemed a waiver of Sublessor’s rights or take benefit remedies under the Bankruptcy Code to oppose any assumption and/or assignment of any federal reorganization or composition proceeding or make this Sublease, to require a general assignment or take the benefit timely performance of any insolvency lawSublessee’s obligations under this Sublease, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the regain possession of the Premises in all cases provided by lawif this Sublease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained Notwithstanding anything in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or Sublease to the Premises contrary, all amounts payable by virtue Sublessee to or on behalf of Sublessor under this LeaseSublease, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

Bankruptcy. It is agreed between If the parties hereto that if Tenant estate created hereby shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any taken in execution or by other process of law, or if a trustee in Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)law, or if said Premises a receiver or trustee of the property of Tenant shall be abandoned or desertedappointed, or if any assignment shall be made of Tenant’s Property for the benefit of creditors or if a petition shall be filed by or against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall fail to perform not be withdrawn and the proceedings dismissed within ninety (90) days after the filing of the petition, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant; provided, however, if the covenants order of the court creating any of such disabilities shall not be final by reason of the pendency of such proceedings or conditions appeal from such order, or if the petition shall not have been withdrawn or the proceedings dismissed within ninety (90) days after the filing of the petition, then Landlord shall not have the right to terminate this Lease so long as Tenant performs its obligations hereunder. If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on Tenant’s part to be performedon the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee or assignee, must also furnish “adequate assurances” of future performance under this Lease (as defined below). “Adequate assurance” of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. “Adequate assurance” of future performance under this Lease means posting a deposit equal to three (3) months Base Rent, and all other charges payable by Tenant hereunder, such as the amounts pay able pursuant to Article 8, and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the Premises will not be detrimental to the other tenants in the Building, if any, or Landlord. In reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death filing of the Tenantproceeding, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair debtor or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease trustee shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises deemed to have rejected and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of terminated this Lease.

Bankruptcy. It is agreed between the parties hereto that if Tenant If Landlord shall not be adjudicated a bankrupt or an insolvent or take benefit permitted to terminate this Lease as provided in this Lease because of any federal reorganization applicable provisions of the United States Code relating to Bankruptcy, as amended (the “Bankruptcy Code”) or composition proceeding such other laws or make regulations as may then be applicable, then Tenant as a general assignment debtor in possession or take any trustee for Tenant agrees promptly, within no more than fifteen (15) days following Landlord’s request to the benefit Bankruptcy Court, to assume or reject this Lease and Tenant, on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any insolvency lawapplication to assume or reject this Lease by Landlord with such Bankruptcy Court. In such event, Tenant or any trustee for Tenant may only assume this Lease if it (a) cures or provides adequate assurance that the trustee will promptly cure any default hereunder; (b) compensates or provides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant’s leasehold interest under this lease shall be sold under any execution or process defaults; (c) provides adequate assurance of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any future performance during the fully stated term hereof of all of the covenants or conditions terms, covenants, and provisions of this Lease on Tenant’s part to be performedperformed by Txxxxx, or if this Lease or and (d) otherwise fully complies with the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of Bankruptcy Code. In no event after the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminatedany then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. In the event of a filing of a petition under the Bankruptcy Code, Landlord may immediately shall have no obligation to provide Tenant with any services or at any time thereafter reenter or repossess the Premises utilities as herein required unless Tenant shall have paid and remove be current in all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, payments of utilities or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasecharges therefor.

Bankruptcy. It is agreed between the parties hereto that if Tenant 9.2.1 If there shall be adjudicated a bankrupt filed against Tenant in any court, pursuant to any statute either of the United States or an insolvent or take benefit of any federal reorganization or composition proceeding or make state, a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee petition in bankruptcy or insolvency or reorganization or the appointment of a receiver be appointed or elected trustee of all or had for Tenant a portion of Tenant's property and is not dismissed within sixty (whether under Federal or State laws), or if said Premises shall be abandoned or deserted60) days, or if Tenant shall fail voluntarily file any such petition, then, and in the event, the Lease shall be deemed canceled and terminated, subject to perform any the right of the covenants trustee, with the court's approval, to timely assume the unexpired Lease. If Tenant shall make an assignment for the benefit of creditors or conditions of enter into an arrangement, this Lease on Tenant’s part shall be deemed canceled and terminated, in which event neither Tenant nor any person claiming through or under Tenant shall be entitled to be performed, acquire or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death remain in possession of the Tenant, operation of law or otherwise, then Demised Premises and in Landlord shall have no further liability hereunder to Tenant and any such event this Lease and the Term of this Leaseperson, at Landlord’s optionif in possession, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to forthwith quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawDemised Premises. If the Term of this Lease shall be so canceled and terminated, Landlord, in addition to the other rights or remedies of Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trusteecontained herein, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this any statute or rule of law, may retain as liquidated damages the Security Deposit or any monies received by Landlord from Tenant or others on behalf of Tenant. In addition, Landlord shall be entitled to recover from Tenant, as liquidated damages, an amount equal to the difference between (i) the sum of (a) the annual Fixed Minimum Rent, and (b) all additional rents due for the remaining term of the Lease; and (ii) the present rental value of the Demised Premises at the time of termination for such unexpired term. If the Demised Premises, or any part thereof, be relet by Landlord for the unexpired term of said Lease, or any part thereof, before presentation of proof of such liquidated damages to any court, the amount of rent received upon such reletting shall be deemed prima facie to be the fair and reasonable rental value for the part of the whole of the premises so relet during the term of the reletting.

Bankruptcy. It So long as any Indebtedness shall be owing to any Secured Party, Guarantor shall not, without the prior consent of the Secured Parties, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Sunbelt or any of the subsidiaries of Sunbelt. The obligations of Guarantor under this guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Sunbelt or by any defense which Sunbelt may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. The Secured Parties shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is agreed between entitled to take. Guarantor acknowledges and agrees that any interest on the Indebtedness which accrues after the commencement of any such proceeding (or, if interest on any portion of the Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on any such portion of the Indebtedness if said proceedings had not been commenced) shall be included in the Indebtedness because it is the intention of the parties hereto that if Tenant shall the Indebtedness which is guaranteed by Guarantor pursuant to this Guaranty should be adjudicated a bankrupt determined without regard to any rule of law or an insolvent or take benefit order which may relieve Sunbelt of any federal reorganization or composition proceeding or make a general assignment or take portion of such indebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of any insolvency lawcreditors or similar person to pay the Secured Parties, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any allow the claims of the covenants Secured Parties in respect of, any such interest accruing after the date on which such proceeding is commenced. In the event that all or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death portion of the TenantIndebtedness is paid or performed by Sunbelt, operation the obligations of law or otherwise, then Guarantor hereunder shall continue and remain in any such event this Lease full force and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (effect in the manner herein above provided) event that all or any part of such actpayment(s) or performance(s) is avoided or recovered directly or indirectly from the Secured Parties as a performance, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair fraudulent transfer or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises otherwise in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It is agreed between the parties hereto that If Tenant shall file a petition in bankruptcy under any chapter of federal bankruptcy law as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within ninety (90) days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver or trustee in bankruptcy or a receiver be appointed of Tenant’s property and the order appointing such receiver or elected trustee not be set aside or had for Tenant vacated within ninety (whether under Federal or State laws), or if said Premises shall be abandoned or deserted90) days after the entry thereof, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on assign Tenant’s part to be performedestate or effects for the benefit of creditors, or if this Lease or the Term thereof be transferred or shall otherwise by operation of law pass to any person or devolve upon any persons, firm, officer or corporation persons other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event Landlord may, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord, forthwith terminate this Lease and the Term Lease. Notwithstanding any other provisions of this Lease, at Landlord’s option, in addition to any and all rights and remedies allowed by law or equity, shall expire and end five days after Landlord has given Tenant written notice (upon such termination be entitled to recover damages in the manner herein above provided) amount provided in Paragraph 25.2 below. In the event of such acttermination, condition neither Tenant nor any person claiming through or under Tenant or by virtue of default any statute or order of any court shall be entitled to possession of the Premises, and Tenant hereby agrees immediately then to shall forthwith quit and surrender said the Premises to Landlord; but this . Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of any such termination an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not impair such amount be greater, equal to, or affect Landlord’s right to maintain summary or other proceedings for less than the recovery amount of damages recoverable under the possession of the Premises in all cases provided by law. If the Term provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseParagraph 24.

Bankruptcy. It is agreed between The entire indebtedness secured by this Mortgage shall become immediately due and payable at the parties hereto that option of Mortgagee if Tenant by order of a court of competent jurisdiction, a receiver or liquidator or trustee of Mortgagor (as defined in the Loan Documents), or of all or any part of the Mortgaged Premises, shall be adjudicated appointed and shall not have been discharged within thirty (30) days; or, if by decree of any such court, Mortgagor shall be insolvent or the Mortgaged Premises shall have been sequestered and such decree shall have continued undischarged and unstayed for thirty (30) days after the entry thereof; or if Mortgagor shall file or have filed against it a bankrupt proceeding seeking relief under any provision or chapter of any bankruptcy or insolvency law or shall consent to the filing of any bankruptcy petition against Mortgagor under any such law; or Mortgagor shall file a petition or answer seeking reorganization, rehabilitation or an insolvent arrangement with creditors; or take benefit if (without limitation of any federal reorganization or composition proceeding or the generality of the foregoing) Mortgagor shall make a general an assignment or take for the benefit of any insolvency lawcreditors, become insolvent or shall admit in writing an inability to pay debts generally as they become due, or if Tenant’s leasehold interest under this lease shall be sold under any execution consent to the appointment of a receiver, trustee or process liquidator of lawMortgagor, or if a trustee in bankruptcy of all or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any part of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseMortgaged Premises.

Bankruptcy. It is agreed between (a) Anything elsewhere in this lease to the parties hereto that if contrary not withstanding, this lease may be canceled by Landlord by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events; (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant as the debtor Tenant shall not be adjudicated deemed in default if a bankrupt case or proceeding in bankruptcy or pursuant to any state debtor/creditor statute is dismissed within sixty (60) days of commencement of such case proceedings. or (2), the making by Tenant of an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take any other arrangement for the benefit of creditors under any insolvency lawstate statute. Neither Tenant nor any person claiming through or under Tenant, or if Tenant’s leasehold interest under by reason of any statue or order of court, shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the premises. If this lease shall be sold under assigned in accordance with its terms, the provision of this Article 16 shall be applicable only to the party then owning Tenant's interest in this lease. (b) It is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any execution other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If such premises or process any part thereof be re-let by the Owner for the unexpired term of lawsaid leas, or if a trustee any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such relenting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove for an obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in bankruptcy effect at the time when, and governing the proceeding in which, such damages are to be proved, whether or a receiver not such amount be appointed or elected or had for Tenant (whether under Federal or State laws)greater, equal to, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any less than the amount of the covenants or conditions of this Lease on Tenant’s part difference referenced to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseabove.

Bankruptcy. It So long as any Indebtedness shall be owing to any Secured Party, Guarantor shall not, without the prior consent of Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Huntway or its subsidiaries of Huntway. The obligations of Guarantor under this guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Huntway or by any defense which Huntway may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. The Secured Parties shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is agreed between entitled to take. Guarantor acknowledges and agrees that any interest on the Indebtedness which accrues after the commencement of any such proceeding (or, if interest on any portion of the Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on any such portion of the Indebtedness if said proceedings had not been commenced) shall be included in the Indebtedness because it is the intention of the parties hereto that if Tenant shall the Indebtedness which is guaranteed by Guarantor pursuant to this Guaranty should be adjudicated a bankrupt determined without regard to any rule of law or an insolvent or take benefit order which may relieve Huntway of any federal reorganization or composition proceeding or make a general assignment or take portion of such indebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of any insolvency lawcreditors or similar person to pay the Secured Parties, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any allow the claims of the covenants Secured Parties in respect of, any such interest accruing after the date on which such proceeding is commenced. In the event that all or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death portion of the TenantIndebtedness is paid or performed by Huntway, operation the obligations of law or otherwise, then Guarantor hereunder shall continue and remain in any such event this Lease full force and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (effect in the manner herein above provided) event that all or any part of such actpayment(s) or performance(s) is avoided or recovered directly or indirectly from the Secured Parties as a performance, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair fraudulent transfer or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises otherwise in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseproceeding.

Bankruptcy. It is agreed between No petition has been filed by Seller, nor has Seller received written notice of any petition filed against Seller, under the parties hereto that if Tenant Federal Bankruptcy Code or any similar state or federal Law. Except with respect to the warranties set forth in Section 6.1, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property, including without limitation any representations relating to Hazardous Materials (as defined in Section 6.3(c) below). All representations and warranties of Seller contained herein are intended to and shall remain true and correct as of the Closing and shall survive the delivery of the Deed for a period of six (6) months after Closing and shall thereafter expire unless a claim thereunder has been commenced in compliance with the next sentence and diligently pursued thereafter. Any claims by Purchaser with respect to such representations or warranties shall be adjudicated commenced by written notice to Seller within six (6) months after closing and shall be diligently pursued thereafter or shall be deemed waived by Purchaser. Notwithstanding the foregoing, Purchaser shall have no claim against Seller with respect to the representations and warranties set forth in this Section 6.1 if Purchaser had actual knowledge that a bankrupt representation or an insolvent warranty was untrue or take benefit inaccurate or incorrect as of the time of Closing and Purchaser nevertheless chose to proceed with Closing hereunder. Whenever in this Agreement a representation of Seller is based on the “Seller’s knowledge” or words of similar import, such reference shall be deemed to be to the actual knowledge of Xxxxxx X. Xxxxxxx, Xx., without investigation or inquiry of any federal reorganization kind. There shall be no personal liability to said individual arising out of said representations or composition proceeding or make a general assignment or take the benefit warranties. No knowledge of any insolvency lawparties affiliated with, employed by, or if Tenant’s leasehold interest under this lease related by agency to Seller shall be sold under any execution imputed to Seller or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part above-named person. Notwithstanding anything to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contrary contained in this LeaseAgreement, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or the aggregate amount which may be collected by Purchaser pursuant to the Premises by virtue representations and warranties of this LeaseSeller set forth herein shall not exceed $100,000, plus any legal fees and costs awarded under Section 11.2.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver or trustee in bankruptcy or a receiver shall be appointed of Tenant's property and the order appointing such receiver or elected trustee shall not be set aside or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or desertedvacated within thirty days after the entry thereof, or if Tenant shall fail to perform any assign Tenant's estate or effects for the benefit of the covenants or conditions of this Lease on Tenant’s part to be performedcreditors, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenantshall, by death of the Tenant, operation of law or otherwise, pass to any person or persons other than Tenant, then and in any such event Landlord may terminate this Lease Lease, if Landlord so elects, with or without notice of such election and the Term with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, at Landlord’s option, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above provided) amount provided in Article 23 hereof. Neither Tenant nor any person claiming through or under Tenant or by virtue of such act, condition any statute or order of default and Tenant hereby agrees immediately then any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved; whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseArticle 17.

Bankruptcy. It is agreed between Section 16.01. (a) Anything elsewhere in this Lease to the parties hereto that if contrary notwithstanding, this Lease may be cancelled by Landlord by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (i) Tenant shall (A) have applied for or consented to the appointment of a receiver, trustee, liquidator, or other custodian of Tenant or any of its properties or assets, (B) have made a general assignment for the benefit of creditors, (C) have commenced a voluntary case for relief as a debtor under the United States Bankruptcy Code or filed a petition to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (D) be adjudicated a bankrupt or insolvent; or (ii) without the acquiescence or consent of Tenant an insolvent order, judgment or take benefit decree shall have been entered by any court of competent jurisdiction approving as properly filed a petition seeking relief under the United States Bankruptcy Code or any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute with respect to Tenant or appointing a receiver, trustee, liquidator or other custodian of all or a substantial part of its properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of not less than sixty (60) days. Neither Tenant, nor any person claiming through or under Tenant (except for any subtenant who has received a non- disturbance/attornment agreement from Landlord in accordance with Section 11.10 hereof) or by reason of any federal reorganization statute or composition proceeding or make a general assignment or take the benefit order of any insolvency lawcourt, or if Tenant’s leasehold interest under this lease shall thereafter be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail entitled to perform any possession of the covenants or conditions of this Lease on Tenant’s part to be performedDemised Premises, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, but shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to forthwith quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawDemised Premises. If the Term of this Lease shall be so terminatedassigned in accordance with its terms, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect provisions of this Article shall be applicable only to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained party then owning Tenant's interest in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between In the parties hereto event that if Tenant shall be adjudicated a bankrupt WilTel, under state insolvency laws, will commit an act of insolvency or an insolvent or take benefit of any federal reorganization or composition proceeding bankruptcy or make a general an assignment or take for the benefit of creditors, or WilTel will become subject to any bankruptcy or insolvency proceeding under federal laws, and if WilTel rejects this Agreement under state insolvency law or federal bankruptcy law, or if Tenant’s leasehold WilTel's interest in this Agreement is assigned under state insolvency law or federal bankruptcy law, the Parties hereto acknowledge and agree (a) that continued access to the Vyvx Property on the part of a qualified servicing agent will be necessary to the continued operation of the WilTel Network and to the continued use by Vyvx of the Vyvx Property; and (b) that because of the physical proximity of the Vyvx Property to other parts of the WilTel Network, it would be inappropriate for there to be a multiplicity of servicing agents; and, accordingly, in such event, it would be in the best interests of Vyvx and the owners of the Other Networks if a single servicing agent assumed the remaining obligations hereunder and under other system purchase and service agreements with terms similar to the terms of this Agreement relating to any part of the WilTel Network. To the extent not inconsistent with applicable bankruptcy law, such a servicing agent may be selected by a vote of the owners of the Networks managed by WilTel under this lease shall Agreement and other similar agreements ("Network Owners"), by majority vote, with each Network Owner being entitled to cast the number of votes equal to the number of DS3 Miles in such owner's network. Where applicable, any such substitute operator, however selected, will be sold under vested with such rights of access to the WilTel Network as will be assigned to it by order of any execution or process of law, or if a trustee in court having jurisdiction over any WilTel bankruptcy or a receiver insolvency proceedings. The Parties agree that herein and no owners will be appointed or elected or had entitled to any votes for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawDS3 Miles derived from protection fibers. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained Nothing in this Lease, but no receiver, trustee, Section will be construed to prohibit Vyvx from exercising its discretion to petition any court having jurisdiction over any WilTel bankruptcy or other judicial officer shall ever have insolvency proceeding to take action Vyvx deems advisable on any rights, title or interest in or matter whatsoever pertaining to the Premises by virtue of this LeaseAgreement.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty (30) days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver or trustee in bankruptcy or a receiver shall be appointed of Tenant's property and the order appointing such receiver of trustee shall not be set aside or elected or had for Tenant vacated within thirty (whether under Federal or State laws), or if said Premises shall be abandoned or deserted30) days after the entry thereof, or if Tenant shall fail to perform any assign Tenant's estate or effects for the benefit of the covenants or conditions of this Lease on Tenant’s part to be performedcreditors, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, ------------------------------- then and in any such event Landlord may terminate this Lease Lease, if Landlord so elects, with or without notice of such election and the Term with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, at Landlord’s option, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above provided) amount provided in Paragraph 25b hereof. Neither Tenant nor any person claiming through or under Tenant or by virtue of such act, condition any statute or order of default and Tenant hereby agrees immediately then any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved; whether or not such amount is greater, equal to or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseParagraph 19.

Bankruptcy. It is agreed between Borrower shall institute a voluntary case seeking ---------- liquidation or reorganization under Chapter 7 or Chapter 11, respectively, of the parties hereto that if Tenant United States Bankruptcy Code, or shall consent to the institution of an involuntary case thereunder against it; or Borrower shall file a petition initiating or shall otherwise institute any similar proceeding under any other applicable federal or state law, or shall consent thereto; or Borrower shall apply for, or by consent or acquiescence there shall be adjudicated an appointment of, or a bankrupt decree or order of a court of competent jurisdiction shall have been issued for the appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar power; or Borrower shall make an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of creditors; or Borrower shall admit in writing its inability to pay its debts generally as they become due; or, if an involuntary case shall be commenced seeking the liquidation or reorganization of Borrower under Chapter 7 or Chapter 11, respectively, of the United States Bankruptcy Code, or any insolvency similar proceeding shall be commenced against Borrower under any applicable federal or state law, and (i) the petition commencing the involuntary case is not timely controverted; or (ii) the petition commencing the involuntary case is not dismissed within 30 days of its filing; or (iii) an interim trustee is appointed to take possession of all or a portion of the property, to operate all or any part of the business of Borrower; or (iv) an order for relief shall have been issued or entered therein; provided, however, that none of the events described in this Section 7.1(a) shall be deemed to be an Event of Default if Tenant’s leasehold interest upon the happening of such event, or during the continuation of such event, Lender is obligated to continue to perform under and has no right to terminate the Equipment Sale Agreement, and in such event Lender shall be obligated to continue to advance Loans under this lease shall be sold under any execution or process of law, or if a trustee Agreement in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any the amount of the covenants or conditions purchase price of this Lease on Tenant’s part to be performed, or if this Lease or Equipment purchased under the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in Equipment Sale Agreement or to the Premises by virtue of this Leasemake any Permitted Third Party Equipment Purchase.

Bankruptcy. It is agreed between This Guaranty shall continue in full force and effect in the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit event of any federal reorganization bankruptcy, insolvency, reorganization, liquidation, dissolution or composition similar proceeding involving Vertex or make a general assignment Guarantor, and this Guaranty shall continue in full force and effect notwithstanding any subsequent change in the ownership or take assets of Vertex. In any bankruptcy of Vertex or other proceeding involving Vertex in which the benefit filing of any insolvency claims is required by law, or if Tenant’s leasehold interest under this lease Guarantor shall be sold under file all claims which Guarantor may have against Vertex relating to any execution or process indebtedness of lawVertex to Guarantor and shall assign to World Waste all rights of Guarantor thereunder. If Guarantor does not file any such claim, or if World Waste, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in World Waste's discretion, to assign the claim to a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail nominee and to perform any cause proof of the covenants or conditions of this Lease on Tenant’s part claim to be performedfiled in the name of World Waste's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. World Waste or its nominee shall have the right, in its reasonable discretion, to accept or if this Lease or the Term thereof be transferred or pass reject any plan proposed in such proceeding and to or devolve upon take any personsother action which a party filing a claim is entitled to do. In all such cases, firmwhether in administration, officer or corporation other than Tenant, by death of the Tenant, operation of law bankruptcy or otherwise, then and in the person or persons authorized to pay such claim shall pay to World Waste the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to World Waste all of Guarantor's rights to any such event this Lease payments or distributions; provided, however, Guarantor's obligations hereunder shall not be satisfied except to the extent that World Waste receives cash by reason of any such payment or distribution. If all or any portion of the Vertex Debt and other obligations guaranteed hereunder is paid or performed, the Term obligations of this Lease, at Landlord’s option, Guarantor hereunder shall expire continue and end five days after Landlord has given Tenant written notice (shall remain in full force and effect in the manner herein above provided) event that all or any part of such actpayment or performance is avoided or recovered directly or indirectly from World Waste as a preference, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair fraudulent transfer or affect Landlord’s right to maintain summary otherwise under the Bankruptcy Code or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasesimilar laws.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition in involuntary bankruptcy proceeding or make a general assignment or take and such adjudication shall not have been vacated within sixty (60) days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver, disbursing agent or trustee in bankruptcy or a receiver shall be appointed for Tenant's property and the order appointing such receiver, disbursing agent or elected trustee shall not be set aside or had for Tenant vacated within sixty (whether under Federal or State laws), or if said Premises shall be abandoned or deserted60) days after the entry thereof, or if Tenant shall fail to perform be adjudicated a bankrupt in any involuntary bankruptcy proceeding and such adjudication shall not have been vacated within sixty (60) days from the date thereof, or if a receiver, disbursing agent or trustee shall be appointed for Tenant's property and the order appointing such receiver, disbursing agent or trustee shall not be set aside or vacated within sixty (60) days after the entry thereof, or if Tenant shall assign its estate or effects for the benefit of the covenants or conditions of this Lease on Tenant’s part to be performedcreditors, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenantshall, by death of the Tenant, operation of law or otherwise, pass to any person or persons other than Tenant, then Landlord may elect to terminate this Lease, with or without notice of such election and in with or without entry or action by Landlord. In the event of such termination, notwithstanding any such event this Lease and the Term other provisions of this Lease, at Landlord’s option, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above providedamount provided in Section 19.2(a) hereof. In the event of such acttermination, condition neither Tenant nor any person claiming through or under Tenant or by virtue of default and Tenant hereby agrees immediately then any statute or order of any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover damages by reason of any such termination equal to the maximum amount allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseArticle.

Bankruptcy. It is agreed between Borrower or any of its Subsidiaries, or Unified shall admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (including its payrolls) as such debts become due, or shall make a general assignment for the parties hereto that if Tenant benefit of creditors; or Borrower, Unified or any such Subsidiary of Borrower shall file a voluntary petition in bankruptcy or a petition or answer seeking reorganization, to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Code or under any other state or federal law relating to bankruptcy or reorganization granting relief to debtors, whether now or hereafter in effect, or shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition filed against Borrower, Unified or any such Subsidiary of Borrower pursuant to the Bankruptcy Code or any such other state or federal law; or Borrower, Unified or Subsidiary of Borrower shall be adjudicated a bankrupt bankrupt, or shall make an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency lawcreditors, or if Tenant’s leasehold interest under this lease shall be sold under apply for or consent to the appointment of any execution custodian, receiver or process trustee for all or any substantial part of lawBorrower's, Unified's or any such Subsidiary of Borrower's property, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail take any action to perform authorize any of the covenants actions set forth above in this subsection; or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon an involuntary petition seeking any persons, firm, officer or corporation other than Tenant, by death of the Tenantrelief specified in this subsection shall be filed against Borrower, operation Unified or any such Subsidiary of law Borrower and shall not be dismissed within twenty (20) days; or otherwiseany order for relief shall be entered against Borrower, then and Unified or any such Subsidiary of Borrower in any involuntary proceeding under the Bankruptcy Code or any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then other state or federal law referred to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasesubsection (e).

Bankruptcy. It is agreed between If Landlord shall not be permitted, Section 22 notwithstanding, to terminate this Lease in the parties hereto that if event of Tenant’s filing for bankruptcy or being adjudged a bankrupt because of the provision of Title 11 of the United States Code relating to Bankruptcy, as amended previously or hereafter, and any successor law (collectively, the “Bankruptcy Code”), then Tenant as a debtor-in-possession or any bankruptcy trustee for Tenant shall promptly, and in any event within no more than fifteen (15) days upon motion by Landlord to the Bankruptcy Court, elect, assume or reject this Lease, and Tenant on behalf of itself and any trustee agrees not to seek or request Landlord with such Court, nor shall Tenant seek or obtain without Landlord’s written consent any extension to the statutory time limit for assumption or rejection. Tenant or any trustee for Tenant may only assume this Lease if it (a) cures immediately or provides adequate assurance that it will promptly (within not more than ten (10) days from the date of assumption) cure any monetary default hereunder as to both pre- and post-petition rent, (b) compensates or provides adequate assurance that Landlord will be adjudicated a bankrupt or an insolvent or take benefit of promptly compensated for any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if other actual pecuniary loss resulting from Tenant’s leasehold interest under this lease shall be sold under defaults and for any execution attorneys’ fees and other expenses incurred by Landlord in proceedings against Tenant or process in connection with Tenant’s bankruptcy filings and all proceedings associated therewith or following therefrom, and (c) provides adequate assurance of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any performance during the fully stated term hereof of all of the covenants or conditions terms, covenants, and provisions of this Lease on Tenant’s part to be performed, or if performed by Tenant. In no event after the assumption of this Lease or shall any then-existing default remain uncured for a period in excess of ten (10) days from the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death date of the Tenant, operation assumption. Adequate assurance of law or otherwise, then and in any such event this Lease and the Term performance of this Lease, at Landlord’s optionas set forth hereinabove, shall expire and end five days after Landlord has given Tenant written notice include, without limitation, adequate assurance (in the manner herein above provided1) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery source of the possession of rent reserved under this Lease, and (2) that the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminated, Landlord may immediately or at will not breach any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue provision of this Lease. In the event that any tendered assurance of the source of rents shall fail to include evidence of a reasonable amount of immediately available cash, in Landlord’s reasonable discretion, such assurance shall be rebuttably presumed to be inadequate. In the event of a filing by or against Tenant of a petition under the Bankruptcy Code, Landlord shall have no obligation to provide Tenant with any services or utilities as herein required, unless Tenant shall have paid and is current in all payments for common area maintenance, utilities or other charges therefor. In the event that Tenant shall ever file or have filed against it a bankruptcy proceedings to which this Lease is subject, and the venue of such proceeding is other than the U.S. Bankruptcy Court sitting in the jurisdiction where the Building is located, Landlord shall be entitled to an immediate release of stay and/or exchange of venue upon application or motion to the court in which such action was filed, and Tenant shall not oppose any such application or motion. Tenant hereby represents and warrants that it is recently solvent, is not the subject of any bankruptcy proceeding, and has no present intention to make any bankruptcy filings within the next twelve (12) months. If Tenant shall make a bankruptcy filing within such twelve (12) month period, such filing shall be presumed to be abusive, and Landlord shall in any event be entitled upon application or motion to the court in question to an immediate release of stay and Tenant shall not oppose such motion or application. The parties agree that no bankruptcy court or trustee may or shall without Landlord’s prior written consent authorize the Premises to be used for any use or under any other trade name other than those permitted by Section 11 hereof.

Bankruptcy. It is agreed between Subject to bankruptcy court approval, Seller agrees, on behalf of itself and its Affiliates, that Purchaser will retain and may fully exercise all rights and licenses under this Agreement in all circumstances, including any future bankruptcy or insolvency proceeding involving the parties hereto that if Tenant shall be adjudicated a bankrupt Seller or an insolvent or take benefit any of any federal reorganization or composition proceeding or make a general assignment or take its Affiliates, whether as licensees of intellectual property under the benefit of any insolvency lawU.S. Bankruptcy Code, applicable non-bankruptcy Law, or if Tenant’s leasehold interest under otherwise. Without limiting the foregoing and subject to bankruptcy court approval, Seller acknowledges and agrees, on behalf of itself and its Affiliates, that (a) neither this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform Agreement nor any of the covenants or conditions rights and licenses under this Agreement is vulnerable to rejection as an executory contract under Section 365 of the Bankruptcy Code; (b) if a court of competent jurisdiction nonetheless allows the rejection of this Lease Agreement under Section 365 of the Bankruptcy Code, such rejection will not result in termination of any of the rights and licenses under this Agreement; and (c) if a court of competent jurisdiction nonetheless allows the rejection of this Agreement and termination of any of the rights and licenses under this Agreement, such rights and licenses will be treated as licenses of “intellectual property” for purposes of Section 365(n) of the Bankruptcy Code and, accordingly, Purchaser will retain and may fully exercise all of its rights and elections under the Bankruptcy Code with respect to the rights and licenses under this Agreement. Neither Seller nor any of its Affiliates may (and Seller, on Tenant’s part to be performedbehalf of itself and its Affiliates, or if this Lease or the Term thereof be transferred or pass hereby irrevocably waives any right to) object to or devolve upon challenge any persons, firm, officer or corporation other than Tenant, by death assertion of and reliance on the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (matters described in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided preceding sentence by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeasePurchaser.

Bankruptcy. It is agreed between the parties hereto that if If Tenant shall be adjudicated a bankrupt or an insolvent or take benefit bankrupt pursuant to the provisions of any state or federal reorganization insolvency or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of bankruptcy law, or if a receiver or trustee in bankruptcy or a receiver of the property of Tenant shall be appointed or elected or had for Tenant (whether under Federal or State laws)appointed, or if said Premises any assignment shall be abandoned or deserted, made of Tenant's property for the benefit of creditors or if a petition shall be filed by or against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall fail to perform any not be withdrawn and the proceedings dismissed within ninety (90) days after the filing of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwisepetition, then and in any of such event events, Landlord may terminate this Lease and the Term by written notice to Tenant. If, as a matter of law, Landlord has no right upon Tenant’s bankruptcy to terminate this Lease, at Landlord’s optionthen, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such actif Tenant, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair as debtor, or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, its trustee, wishes to assume or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in assign this Lease, but no receiverin addition to curing or adequately assuring the cure of all Tenant’s existing defaults under this Lease as of the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee, as assignee, must also furnish adequate assurances of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to six (6) months rent, including all other charges payable by Tenant under this Lease, and in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or other judicial officer trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall ever be deemed to have any rights, title or interest in or to the Premises by virtue of rejected and terminated this Lease.

Bankruptcy. It Notwithstanding any provisions of Article 12.1 to the contrary, in the event that this Lease is agreed between the parties hereto that if Tenant shall attempted to be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest assumed under this lease shall be sold under any execution or process of law, or if Federal bankruptcy law by a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant or by Tenant as debtor in possession (whether under Federal or State lawscollectively referred to as “Trustee”), and there then exists an Event of Default, such attempted assumption shall not be effective unless Trustee: (a) cures, or if said Premises provides adequate assurance that it will promptly cure, such default; (b) compensates, or provides adequate assurance that it will promptly compensate, Landlord for any actual pecuniary loss to Landlord resulting from such default; and (c) provides adequate assurance of future performance of Tenant's obligations and covenants under this Lease. For purposes of this Article 12.2, “adequate assurance of future performance” shall be abandoned or deserteddeemed to include, or if Tenant without limitation, assurance of source of rental and other consideration due under this Lease. If Landlord shall fail not be permitted to perform any terminate this Lease as provided herein because of the covenants provisions of the Federal Bankruptcy Code (currently Title 11 of the United States Code), Trustee shall, within 15 days after request by Landlord to the bankruptcy court, assume or conditions reject this Lease, and neither Tenant nor Trustee shall seek or request any extension or adjournment of such time requirement. In no event after the assumption of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon by Trustee shall any persons, firm, officer or corporation other than Tenant, by death existing default remain uncured for a period in excess of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages10 days. Landlord may elect shall have no obligation to accept rent from such receiverprovide Trustee with any service or utilities unless Trustee shall have paid, trusteeand is current on all payments of, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of rental obligations due under this Lease.

Bankruptcy. It is agreed between Subject to the parties rights or remedies it may have, any party hereto shall have the right to terminate this Agreement, effective immediately, if, at any time, any other party hereto (or, in the case of the Administrator, any Person that if Tenant Controls the Administrator) shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or an insolvent insolvent, or take benefit shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, or shall seek, consent to, or acquiesce in the appointment of any federal reorganization trustee, receiver, conservator or composition proceeding liquidator of such party or make a general assignment of all or take the benefit any substantial part of any insolvency lawits properties, or if Tenant’s leasehold interest a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against such party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under this lease any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and such party shall consent to or acquiesce in the entry of such order, judgment or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of such party or of all or any substantial part of its properties shall be sold under any execution appointed without the consent of or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) acquiescence of such actparty and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days. The terms “acquiesce” and “acquiescence”, condition of default and Tenant hereby agrees immediately then as used herein, include, but are not limited to, the failure to quit and surrender said Premises file a petition or motion to Landlord; but this shall not impair vacate or affect Landlord’s right to maintain summary discharge any order, judgment or other proceedings decree providing for such appointment within the recovery of the possession of the Premises in all cases provided time specified by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.[***] Confidential Treatment Requested

Bankruptcy. It is agreed between The parties acknowledge and agree that they intend that the rights and licenses granted to Allied pursuant to this Agreement shall survive any bankruptcy or insolvency of Xxxxxxxxx, whether in connection with a proceeding in bankruptcy (or its equivalent) or otherwise (collectively, “Bankruptcy Proceeding”), and regardless of whether Xxxxxxxxx has a right to reject or cancel this Agreement. Therefore, the parties hereto agree that this Agreement is a contract under which Xxxxxxxxx is a licensor of intellectual property as provided in Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (commonly referred to as the U.S. Bankruptcy Code), or as provided in any other applicable equivalent bankruptcy or insolvency code (the applicable U.S. or other bankruptcy or insolvency code being referred to herein as the “Applicable Bankruptcy Code”). Xxxxxxxxx agrees that if Tenant shall be adjudicated Xxxxxxxxx, as a bankrupt debtor in possession (or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawits equivalent), or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy (or its equivalent, referred to herein as the “Trustee”) in a receiver be appointed proceeding under the Applicable Bankruptcy Code, has the right to and does reject this Agreement or elected is otherwise not bound by the provisions hereof, Allied may elect to retain its rights under this Agreement, and neither Xxxxxxxxx, its successors nor the Trustee shall interfere with the rights of Allied under this Agreement, provided that Allied is not in breach of this Agreement and otherwise complies with the Applicable Bankruptcy Code. Upon the written request of Allied, Xxxxxxxxx, its successor or had for Tenant the Trustee will confirm in writing that it will not interfere with the rights of Allied as provided in this Agreement. Further, upon the written request of Allied, Xxxxxxxxx, its successors and/or the Trustee shall execute and/or file such instruments (whether under Federal or State laws)including without limitation, or if said Premises shall be abandoned or desertednecessary, or if Tenant shall fail to perform any of a new license agreement with the covenants or same terms and conditions of this Lease on TenantAgreement) as may be necessary to ensure that Allied’s part to rights and licenses granted hereunder will not be performedinterfered with as a result of, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in will survive any such event this Lease Bankruptcy Proceeding and the Term of this LeaseXxxxxxxxx’x discharge thereunder, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises extent permitted by virtue of this Leasethe Applicable Bankruptcy Code.

Bankruptcy. It is agreed between The provisions of this Agreement shall continue in full force and effect notwithstanding the parties hereto occurrence of any Insolvency Event. The Subordinated Creditors agree that if Tenant UWG may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as UWG, in its sole discretion may decide and that, in connection with such cash collateral usage or such financing, the Company (or a trustee appointed for the estate of the Company) may grant to UWG liens and security interests upon all or any part of the assets of the Company, which liens and security interests (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be adjudicated superior in priority to the liens on and security interests in the assets of the Company, if any, held by the Subordinated Creditors. All allocations of payments between UWG and the Subordinated Creditors shall, subject to any court order, continue to be made after the filing of a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take petition under the benefit of any insolvency lawUnited States Bankruptcy Code, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant as amended (whether under Federal or State lawsthe “Bankruptcy Code”), or if said Premises shall any similar proceeding on the same basis that the payments were to be abandoned allocated prior to the date of such filing. The Subordinated Creditors agrees that it will not object to or desertedoppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of security interests, liens or if Tenant shall fail to perform any other claims under Section 363 of the covenants Bankruptcy Code or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death provision of the Tenant, operation of law Bankruptcy Code if UWG has consented to such sale or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) disposition of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for assets. In the recovery of event that the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately Subordinated Creditors has or at any time thereafter reenter acquired any security for the Subordinated Obligations, the Subordinated Creditors agrees not to assert any right it may have to “adequate protection” of its interest in such security in any bankruptcy proceeding and agree that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of UWG. The Subordinated Creditors waive any claim they may now or repossess hereafter have arising out of UWG’ election, in any proceeding instituted under Chapter 11 of the Premises and remove all persons and property therefrom without being liable for trespass Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or damagesgrant of a security interest under Section 364 of the Bankruptcy Code by the Company, as debtor in possession. Landlord may elect The Subordinated Creditors agrees not to accept rent from such receiverinitiate or prosecute or encourage any other Person to initiate or prosecute any claim, trustee, action or other judicial officer during proceeding (i) challenging the Term enforceability of their occupancy UWG’ claim, (ii) challenging the enforceability of any liens or security interests in their fiduciary capacity assets securing the Senior Obligations or (iii) asserting any claims which the Company may hold with respect to UWG. The Subordinated Creditors agrees that it will not seek participation or participate on any creditors’ committee without affecting Landlord’s rights as contained in this LeaseUWG’ prior written consent. In the event that UWG consent to such participation, but no receiverat the request of UWG, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseSubordinated Creditors will resign from its position on such committee.

Bankruptcy. It is agreed between Subject at all times to the parties hereto that U.S. Bankruptcy Code, if Tenant there shall be adjudicated a bankrupt filed against Tenant or an insolvent any guarantor or take benefit surety of this Lease or any of Tenant's obligations under this Lease, in any court, pursuant to any statute either of the United States or of any federal reorganization or composition proceeding or make state, a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver be appointed or elected trustee of all or had for any portion of Tenant's or such guarantor's or surety's property, and if, within thirty (30) days thereof, Tenant (whether under Federal or State laws), such guarantor or if said Premises shall be abandoned or desertedsurety fails to secure a discharge thereof, or if Tenant or such guarantor or surety shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in voluntarily file any such event this Lease and petition or make an assignment for the Term benefit of creditors or petition for or enter into such an arrangement, this Lease, at the option of Landlord’s option, may be canceled or terminated, in which event neither Tenant nor any person claiming through or under Tenant by virtue of any statute or of an order of any court shall expire be entitled to acquire or remain in possession of the Demised Premises, as the case may be, and end five days after Landlord has given shall have no further liability hereunder to Tenant written notice (in the manner herein above provided) of or such actperson, condition of default and Tenant hereby agrees immediately then to or any such person shall forthwith quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawDemised Premises. If the Term of this Lease shall be so canceled or terminated, Landlord, in addition to the other rights and remedies of Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trusteeunder Article XVII hereof, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained elsewhere in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseany statute or rule of law, may retain as liquidated damages any rent, security deposit and any other money received by Landlord from Tenant or others on behalf of Tenant.

Bankruptcy. It is agreed between 14.1 If Lessee shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant Lessee shall be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty days from the date thereof, or an insolvent if a receiver or take benefit trustee shall be appointed of any federal reorganization Lessee's property and the order appointing such receiver or composition proceeding trustee shall not be set aside or vacated within thirty days after the entry thereof, or if Lessee shall make a general assignment or take for the benefit of any insolvency lawcreditors, or if Tenant’s leasehold Lessee's interest under in this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy Lease or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said substantial portion of Lessee's assets located at the Premises shall be abandoned seized or deserted, attached and such seizure or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performedattachment is not discharged within thirty (30) days, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenantshall, by death of the Tenant, operation of law or otherwise, pass to any person or persons other than Lessee, then and in any such event Lessor may terminate this Lease Lease, if Lessor so elects, with or without notice of such election and the Term with or without entry or action by Lessor. In such case, notwithstanding any other provisions of this Lease, at Landlord’s optionLessor, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above provided) amount provided in Paragraph 20.2 hereof. Neither Lessee nor any person claiming through or under Lessee or by virtue of such act, condition any statute or order of default and Tenant hereby agrees immediately then any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Lessor. Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved; whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseParagraph 14.

Bankruptcy. It is agreed between Section 13.01. Subject to the parties hereto that provisions of Section 13.02, if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of at any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and time during the Term of this Lease, (a) there shall be filed by Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement with creditors, or (b) there shall be instituted against Tenant an involuntary proceeding for bankruptcy, insolvency, reorganization or any other relief described in this Section 13.01, and except as otherwise provided in this Section 13.01, Tenant shall not within one hundred twenty (120) days have vacated or stayed the same, or caused any delinquency in Fixed Rent and additional rent which shall have become due and payable to have been paid and no other default to be continuing hereunder beyond any applicable notice and/or cure period, Landlord may, at Landlord’s 's option, shall expire and end five days after Landlord has given serve upon Tenant written or any such trustee, receiver, or assignee, a notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If writing stating that the Term of this Lease shall cease and expire on the date specified in said notice, which date shall not be so terminatedless than fifteen (15) days after the serving of said notice, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights this Lease shall then expire on the date so specified as contained if that date had originally been fixed in this Lease as the Expiration Date of the Term of this Lease. Thereupon, but no receiver, trustee, neither Tenant nor any person claiming through or other judicial officer shall ever have any rights, title or interest in or to the Premises under Tenant by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Demised Premises, but shall forthwith quit and surrender the Demised Premises, and Landlord, in addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in this LeaseLease contained or by virtue of any statute or rule of law, may retain as part of its damages any rent or other monies received by it from Tenant or others on behalf of Tenant.

Bankruptcy. It is agreed between If Tenant shall file a petition in bankruptcy under any provision of the parties hereto that Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition in involuntary bankruptcy proceeding or make a general assignment or take and such adjudication shall not have been vacated within sixty (60) days from the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdate thereof, or if a receiver, disbursing agent or trustee in bankruptcy or a receiver shall be appointed for Tenant’s property and the order appointing such receiver, disbursing agent or elected trustee shall not be set aside or had for Tenant vacated within sixty (whether under Federal or State laws), or if said Premises shall be abandoned or deserted60) days after the entry thereof, or if Tenant shall fail to perform be adjudicated a bankrupt in any of involuntary bankruptcy proceeding and such adjudication shall not have been vacated within sixty (60) days from the covenants date thereof, or conditions of this Lease on if a receiver, disbursing agent or trustee shall be appointed for Tenant’s part to property and the order appointing such receiver, disbursing agent or trustee shall not be performedset aside or vacated within sixty (60) days after the entry thereof, or if Tenant shall assign its estate or effects for the benefit of creditors, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenantshall, by death of the Tenant, operation of law or otherwise, pass to any person or persons other than Tenant, then Landlord may elect to terminate this Lease, with or without notice of such election and in with or without entry or action by Landlord. In the event of such termination, notwithstanding any such event this Lease and the Term other provisions of this Lease, at Landlord’s option, shall expire in addition to any and end five days after Landlord has given Tenant written notice (all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the manner herein above providedamount provided in Section 19.2(a) hereof. In the event of such acttermination, condition neither Tenant nor any person claiming through or under Tenant or by virtue of default and Tenant hereby agrees immediately then any statute or order of any court shall be entitled to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises but shall surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover damages by reason of any such termination equal to the maximum amount allowed by any statute or rule of law in all cases provided by law. If effect at the Term time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Lease Article. So long as the Tenant shall be so terminatedthe Republic of France, Landlord may immediately or at any time thereafter reenter or repossess represented by the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiverConsulate General of France, trusteeLos Angeles, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in California, this Lease, but no receiver, trustee, or other judicial officer Article XV shall ever have any rights, title or interest in or to the Premises by virtue of this Leasenot be applicable.

Bankruptcy. It If a petition is agreed between filed by or against Redhook for relief under Title 11 of the parties hereto that if Tenant United States Code, as amended (the "Bankruptcy Code"), and Redhook (including for purposes of this Section Redhook's successor in bankruptcy, whether a trustee or Redhook as debtor-in-possession) assumes and proposes to assign, or proposes to assume and assign, this Sublease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made a bona fide offer to accept an assignment of this Sublease, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Sublease, shall be adjudicated given to PDA by Redhook no later than twenty (20) days after Redhook has made or received such offer, but in no event later than thirty (30) days prior to the date on which Redhook applies to a bankrupt court of competent jurisdiction for authority and approval to enter into the proposed assignment. If this Sublease is assigned pursuant to the provisions of the Bankruptcy Code, PDA may request from the assignee a guarantee similar to that requested of Redhook under Article 29. Any person or entity to which this Sublease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of Redhook's obligations arising under this Sublease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to FDA an insolvent instrument confirming such assumption. No provision of this Sublease shall be deemed a waiver of PDA's rights or take benefit remedies under the Bankruptcy Code to oppose any assumption and/or assignment of any federal reorganization or composition proceeding or make this Sublease, to require a general assignment or take the benefit timely performance of any insolvency lawRedhook's obligations under this Sublease, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the regain possession of the Premises in all cases provided by lawif this Sublease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained Notwithstanding anything in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or Sublease to the Premises contrary, all amounts payable by virtue Redhook to or on behalf of PDA under this LeaseSublease, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

Bankruptcy. It is agreed between 15. (a) If at the parties hereto that date fixed s the commencement of the term of this lease or if at any time during the term hereby demised there shall be filed by or against Tenant in any court pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganizations or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, and within 60 days thereof, Tenant fails to secure a dismissal thereof, or if Tenant shall be adjudicated a bankrupt or make an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of creditors or petition for or enter into an arrangement, this lease, at the option of Landlord, exercised within a reasonable time after notice of the happening of any insolvency lawone or more of such events, or may be cancelled and terminated by written notice to the Tenant (but if Tenant’s leasehold interest under any of such events occur prior to the commencement date, this lease shall be sold ipso facto cancelled and terminated) and whether such cancellation and termination occur prior to or during the term, neither Tenant nor any person claiming through or under Tenant by virtue of any execution statute or process of any order of any court, shall be entitled to possession or to remain in possession of the premises demised but shall forthwith quit and surrender the premises, and Landlord, in addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in this lease contained or by virtue of any statute or rule of law, may retain as liquidated damages, any rent, security deposit or if a trustee in bankruptcy moneys received by him from Tenant or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises others on behalf of Tenant. If this lease shall be abandoned or desertedassigned in accordance with its terms, or if Tenant shall fail to perform any of the covenants or conditions provisions of this Lease on Article 16 shall be applicable only to the party then owning Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained interest in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaselease.

Bankruptcy. It If Supplier becomes insolvent, takes any step leading to its cessation as a going concern, fails to pay its debts as they become due, or ceases business operations continuously for longer than 15 business days, then VITA may immediately terminate this Contract, and VDDHH may terminate an order or SOW, on notice to Supplier unless Supplier immediately gives VITA or VDDHH adequate assurance of the future performance of this Contract or the applicable order or SOW. If this Contract has not been otherwise terminated and bankruptcy proceedings are commenced with respect to Supplier, then VITA may suspend all further performance of this Contract until Supplier assumes this Contract and provides adequate assurance of its performance of Supplier’s contractual obligations or rejects this Contract pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision, it being agreed by VITA and Supplier that this is agreed between an executory contract. Any suspension of further performance by VITA or VDDHH pending Supplier’s assumption or rejection will not be a breach of this Contract, and will not affect the parties hereto that if Tenant shall rights of VITA or VDDHH User to pursue or enforce any of its rights under this Contract or otherwise. GENERAL PROVISIONS Relationship Between VITA and VDDHH and Supplier Supplier has no authority to contract for, bind or commit to any agreement of any kind, or to assume any liabilities of any nature in the name of or on behalf of VITA or VDDHH. Under no circumstances will Supplier, or any Supplier Personnel, hold itself out as or be adjudicated a bankrupt considered an agent or an insolvent employee of VITA or take benefit VDDHH, and neither VITA nor VDDHH shall have any duty to provide or maintain any insurance or other employee benefits on behalf of Supplier or any federal reorganization Supplier Personnel. Supplier represents and warrants that it is an independent contractor for purposes of federal, state, and local employment taxes, and agrees that neither VITA nor VDDHH is responsible to collect or composition proceeding or make a general assignment or take the benefit of withhold for Supplier any insolvency lawfederal, state, or if Tenant’s leasehold local employment taxes, including, but not limited to, income tax withholding and social security contributions. Supplier shall pay or withhold any and all taxes, interest under this lease shall be sold under or penalties (including, but not limited to, any execution or process of lawfederal, state, or if a trustee in bankruptcy local withholding or a receiver be appointed employment taxes, and any penalties related to health care or elected or had for Tenant (whether under Federal or State employee benefits laws)) that are imposed, assessed, or if said Premises levied as a result of this Contract or Services performed pursuant to this Contract. Supplier shall be abandoned reimburse VITA or desertedVDDHH in the event that any taxes, interest or penalties are assessed against and paid by VITA or VDDHH as a result of this Contract. Licensing Within the Commonwealth Any and all licenses granted or provided pursuant to this Contract, whether to Work Product, System Software, COTS Software, or if Tenant shall fail to perform any other Software will be held by the Commonwealth of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseVirginia.

Bankruptcy. It is agreed between If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the parties hereto that if provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Tenant shall be adjudicated as a bankrupt debtor in possession or an insolvent any trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy Court, to assume or take benefit reject this Lease and Tenant on behalf of itself and any trustee agrees not to seek or request any extension or adjournment of any federal reorganization application to assume or composition proceeding reject this Lease by Landlord with such Court. In such event, Tenant or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant may only assume this Lease if (whether under Federal A) it cures or State laws)provides adequate assurance that the trustees will promptly cure any default hereunder, (B) compensates or if said Premises shall be abandoned provides for any actual pecuniary loss to Landlord resulting from Tenant' s defaults, and (C) provides adequate assurance or deserted, or if Tenant shall fail to perform any performance during the fully-stated term hereof of all of the covenants or conditions terms, covenants, and provisions of this Lease on Tenant’s part to be performed, or if this Lease or performed by Tenant. In no event after the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminatedany then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease as set forth hereinabove shall include, without limitation, adequate assurance (1) of the source of Rent reserved hereunder, and (2) the assumption of this Lease will not breach any provision hereunder. In the event of a filing of a petition under the Bankruptcy Code, Landlord may immediately shall have no obligation to provide Tenant with any services or at any time thereafter reenter or repossess the Premises utilities as herein required, unless Tenant shall have paid and remove be current in all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiverpayments of Operating Costs, trusteeutilities, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasecharges therefore.

Bankruptcy. It is agreed between the parties hereto that if Tenant a. The following shall be adjudicated events of bankruptcy under this Lease: (i) Lessee's becoming insolvent, as that term is defined in Title 11 of the United States Code, entitled "Bankruptcy, 11 U.S.C., Sec. 101, et. seq." (the "Bankruptcy Code"), or under applicable insolvency laws (the "Insolvency Laws"); (ii) the appointment of a bankrupt receiver or custodian for any or all of Lessee's property or assets, if such appointment shall not be dismissed within ninety (90) days; or (iii) the filing of a voluntary petition under the provisions of the Bankruptcy Code or the Insolvency Laws; or (iv) the filing of an insolvent involuntary petition under the provisions of the Bankruptcy Code or take benefit the Insolvency Laws, which is not dismissed within sixty (60) days of any federal reorganization filing; or composition proceeding (v) Lessee's making or make a general consenting to an assignment or take for the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy creditors or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)common law composition of creditors. In the event of Lessee's bankruptcy, or if said Premises shall be abandoned or desertedLessor at its option may, or if Tenant shall fail in addition to perform any of the covenants or conditions of all other rights and remedies provided in this Lease on Tenant’s part to be performedat law or in equity, or if terminate this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant giving written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawLessee. If the Term termination of this Lease shall be so terminatedstayed by order of any court having jurisdiction over any bankruptcy or insolvency proceeding or by federal or state statute, Landlord then, following the expiration of any such stay, or if Lessee or Lessee as debtor-in-possession or the trustee appointed in any such proceeding (being collectively referred to as "Lessee" only for the purposes of this Section 50) shall fail to assume Lessee's obligations under this Lease within the period prescribed therefor by law or within fifteen (15) days after entry of the order for relief or as may be allowed by the court, or if Lessee shall fail to provide adequate protection of Lessor's right, title and interest in and to the demised premises or adequate assurance of the complete and continuous future performance of Lessee's obligation under this Lease, Lessor, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on fifteen (15) days' notice to Lessee and upon the expiration of said fifteen (15) day period this Lease shall cease and expire as aforesaid and Lessee shall immediately or at any time thereafter reenter or quit and surrender the demised premises as aforesaid. Upon the termination of this Lease as provided above, Lessor, without notice, may re-enter and repossess the Premises and remove all persons and property therefrom demised premises using such force for that purpose as may be necessary without being liable for trespass to indictment, prosecution or damages. Landlord damages therefor and may elect to accept rent from such receiver, trustee, dispossess Lessee by summary proceedings or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseotherwise.

Bankruptcy. It is agreed between the parties hereto Borrower hereby represents and warrants that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold Borrower has not filed for relief under any execution or process chapter of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any Title 11 of the covenants or conditions United States Code, as amended (hereinafter referred to as the "Bankruptcy Code") at any time prior to the date of this Lease on Tenant’s part Third Amendment, and that it has not been subject to an involuntary petition under the Bankruptcy Code. Borrower further represents and warrants that as of the date of this Third Amendment (i) Borrower is and reasonably believes it will continue to be performedable to pay all of its creditors in a timely manner; (ii) Borrower will not be rendered insolvent as a result of entering into this Third Amendment and reasonably believes it will continue to have assets which are reasonable in relation to its business; and (iii) the agreements made and obligations provided for herein, were not made or if this Lease or the Term thereof be transferred or pass to or devolve upon incurred with any personsintent, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law actual or otherwise, then to hinder, delay or defraud any person or entity. Borrower waives its right pursuant to Bankruptcy Code Section 1121(d) to seek any extension of the exclusive period in which it may file a plan for reorganization and seek approval thereof. The foregoing representations and warranties are a material inducement for Bank to agree to enter into this Third Amendment. Nothing in this Section 6 shall be deemed in any way to limit or restrict any of Bank's rights to seek in the bankruptcy court any relief (or take any other action) that Bank, in Bank's sole discretion, may deem appropriate in the event that a case under the Bankruptcy Code is commenced by or against Borrower, and in particular, Bank shall be free to move for an immediate vacation of the automatic stay under Section 362 of the Bankruptcy Code, and Borrower agrees not to resist or oppose any such event this Lease and motion. Bank shall also be free to move to terminate the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery exclusive period under Section 1121 of the possession of Bankruptcy Code and/or to dismiss the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasefiled bankruptcy case.

Bankruptcy. It is agreed between Anything elsewhere in this lease to the parties hereto that if contrary notwithstanding, this lease may be canceled by Landlord by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (i ) Tenant shall (a) have applied for or consented to the appointment of a receiver, trustee, liquidator, or other custodian of Tenant or any of its properties or assets, (b) unable to pay its debts generally s they become due or shall have taken any other action which could result in it becoming the subject of an insolvency or bankruptcy proceeding, (c) have made a general assignment for the benefit of creditors, (d) have commenced a voluntary case for relief as a debtor under the Untied States Bankruptcy Code or filed a petition to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under such law, or (e) be adjudicated a bankrupt or insolvent, or (ii) without the acquiescence or consent of Tenant an insolvent order, judgment or take benefit decree shall have been entered by any court of competent jurisdiction (a) approving as properly filed a petition seeking relief under the Untied States Bankruptcy Code or any bankruptcy, reorganization, insolvency, adjustment of debts, dissolution or liquidation law or statute with respect to Tenant or all or a substantial part of its properties or assets or (b) appointing a receiver, trustee, liquidator or other custodian or all or a substantial part of its properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any period claiming thorough or under Tenant or by reason of any federal reorganization statute or composition proceeding or make a general assignment or take order of court shall thereafter be entitled to possession of the benefit of any insolvency law, or if Tenant’s leasehold interest under Demised Premises but shall forthwith quit and surrender the Demised Premises. If this lease shall be sold under any execution or process assigned in accordance with its terms the provisions of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises this Article shall be abandoned or deserted, or if Tenant shall fail applicable only to perform any of the covenants or conditions of this Lease on party then owning Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained 's interest in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaselease.

Bankruptcy. It is agreed between Each Issuer, Operating Lessee and Note Trustee hereby acknowledge and agree that upon the parties hereto that if Tenant filing of a bankruptcy petition by or against any Issuer or Operating Lessee under the Bankruptcy Code, the Reserve Accounts and the Adjusted Operating Income (whether then already in the Reserve Account, or then due or becoming due thereafter) shall be adjudicated deemed not to be property of the applicable Issuer's or Operating Lessee's bankruptcy estate within the meaning of Section 541 of the Bankruptcy Code or Title Third of the Ley de Concursos Mercantiles. In the event, however, that a bankrupt court of competent jurisdiction determines that, notwithstanding the foregoing characterization of the Reserve Accounts and the Adjusted Operating Income by each Issuer, Operating Lessee and Note Trustee, the Reserve Accounts and/or the Adjusted Operating Income do constitute property of the applicable Issuer's or an insolvent Operating Lessee's bankruptcy estate, then each Issuer, Operating Lessee and Note Trustee hereby further acknowledge and agree that all such Adjusted Operating Income, whether due and payable before or take benefit after the filing of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawpetition, or if Tenant’s leasehold interest under this lease are and shall be sold under cash collateral of Note Trustee. Each Issuer and Operating Lessee acknowledges that Noteholders do not consent to any execution Issuer's or process Operating Lessee's use of lawsuch cash collateral and that, in the event a majority (by Outstanding Principal Amount) of the Noteholders elects (in their sole discretion) to give such consent, such consent shall only be effective if given in writing signed by such majority of the Noteholders. Except as provided in the immediately preceding sentence, no Issuer or if Operating Lessee shall have the right to use or apply or require the use or application of such cash collateral (i) unless the applicable Issuer or Operating Lessee shall have received a trustee in bankruptcy court order authorizing the use of the same, and (ii) the applicable Issuer or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises Operating Lessee shall have provided such adequate protection to Note Trustee as shall be abandoned or deserted, or if Tenant shall fail to perform any of required by the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or bankruptcy court in accordance with the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseBankruptcy Code.

Bankruptcy. It is agreed between 17.1 At any time prior to or during the parties hereto that term of this Lease, if Tenant shall make an assignment for the benefit of its creditors, file a voluntary petition in bankruptcy or if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit if the affairs of Tenant shall be taken over by or pursuant to an order of any federal reorganization other officer or composition proceeding governmental authority pursuant to any Federal State or make a general assignment other statute or take the benefit of any insolvency law, ; or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawTenant shall, admit in writing, inability to pay debts generally as they come due or if a trustee in bankruptcy Tenant shall file any petition or a receiver be appointed answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or elected similar relief under the present or had for Tenant (whether under future Federal Bankruptcy act or any other present or future applicable Federal. State laws), or if said Premises shall be abandoned other statute or desertedlaw, or if Tenant shall fail to perform seek or acquiesce in the appointment of a trustee, receiver or liquidator of Tenant, or of all or any substantial part of its property; or if, within sixty (60) days after the covenants commencement of any proceedings against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or conditions of this Lease on Tenant’s part to be performedsimilar relief, such proceeding shall not have been dismissed, or if this Lease within sixty (60) days after the appointment, without consent or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than acquiescence of Tenant, by death of the any trustee, receiver or liquidator of Tenant, operation or of law all or otherwiseany substantial part of its property, such appointment shall not have been vacated, stayed or dismissed, or if within sixty (60) days after the expiration of any such stay, such appointment shall not have ben vacated, stayed or dismissed, then and in any such event event, Landlord may, at its option terminate this Lease and all rights of Tenant herein by giving the Term of this LeaseTenant notice, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery writing of the election of Landlord to terminate and in 111 such event Tenant nor any person claiming by, through or under Tenant, by virtue of statute or of any order of any court shall be entitled to possession or to remain in possession of the Premises in all cases provided by lawbut shall forthwith quit and surrender the Premises. If the Term Such causes for termination of this Lease as set forth in this Article shall constitute a default by Tenant and all rights and remedies stated or otherwise reserved under this Article shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect available to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between In the parties hereto event that if Tenant the Lessee shall be adjudicated a bankrupt or an insolvent or take benefit bankrupt pursuant to the provisions of any state or federal reorganization insolvency or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawbankruptcy act, or if a receiver or trustee in bankruptcy or a receiver of the property of Lessee shall be appointed by reasons of Lessee's insolvency or elected or had for Tenant (whether under Federal or State laws)inability to pay its debts, or if said Premises any assignment shall be abandoned or desertedmade of Lessee's property for the benefit of creditors, or if Tenant shall fail Lessee admits in writing its inability to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwisepay its debts generally as they become due, then and in any such event events, Lessor may, at its option and in addition to any other remedy available to Lessor, terminate this Lease and all rights of Lessee hereunder by giving to Lessee written notice of Lessor's election to terminate. In the Term event of this Leasetermination, Lessor shall have the immediate right of re- entry and may remove all person and property from the leased premises and such property may be removed and stored in a public warehouse or elsewhere at Landlord’s optionthe cost of, and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. In the event the trustee of the Lessee, or Lessee as debtor in possession, shall expire timely assume this Lease under the Bankruptcy Code and end five days after Landlord has given Tenant written notice (continue in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises Property, it shall be the responsibility of the trustee or debtor in possession to cure or give adequate assurance that all cases provided by law. If defaults under the Term provisions of this Lease shall be so terminatedpromptly cured, Landlord may immediately to fully compensate or at provide adequate assurance of compensation for any time thereafter reenter or repossess the Premises and remove all persons losses suffered by Lessor, and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue provide adequate assurances that all conditions of this Lease.Lease shall be performed in the future, including but not limited to:

Bankruptcy. It To the extent permitted under then-applicable Law, if a petition is agreed between filed by or against Tenant for relief under Title 11 of the parties hereto that if United States Code, as amended (the “Bankruptcy Code”), and Tenant shall be adjudicated (including, for purposes of this Section, Tenant’s successor in bankruptcy, whether a bankrupt trustee or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawTenant as debtor in possession) assumes and proposes to assign, or if Tenant’s leasehold interest under proposes to assume and assign, this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail Lease pursuant to perform any the provisions of the covenants Bankruptcy Code to any person or conditions entity who has made a bona fide offer to accept any assignment of this Lease on terms acceptable to Tenant’s part , then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be performedfurnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after the Tenant has made or if received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (A) may require from the assignee a deposit or other security for the Term thereof performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; (B) shall receive, as additional rent, the sums and economic consideration described in Section 11.4; and (C) shall be transferred entitled to receive reimbursement of reasonable attorneys’ fees and costs incurred in connection with such assignment. Any person or pass entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or devolve upon any personsdocumentation, firm, officer or corporation other than Tenant, by death to have assumed all of the Tenant, operation of law or otherwise, then and in any such event ’s obligations arising under this Lease on and after the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) date of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawassignment. If the Term No provision of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term deemed a waiver of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, but no receiver, trusteeto require a timely performance of Tenant’s 09338.008 2450031v1 22 ActiveUS 172034323v.3 obligations under this Lease, or other judicial officer shall ever to regain possession of the Premises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have any rights, title or interest fixed. Notwithstanding anything in or this Lease to the Premises contrary, all amounts payable by virtue Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as Rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

Bankruptcy. It is agreed between 16. (a) Anything elsewhere in this lease to the parties hereto that if contrary notwithstanding, this lease may be cancelled by Owner by the sending of a written notice to Tenant shall be adjudicated within a bankrupt or an insolvent or take benefit reasonable time after the happening of any federal reorganization one or composition proceeding more of the following events: (1) the commencement of a case in bankruptcy or make a general under the laws of any state naming Tenant as the debtor; or (2) the making by Tenant of an assignment or take any other arrangement for the benefit of creditors under any insolvency lawstate statute. Neither Tenant nor any person claiming through or under Tenant, or if Tenant’s leasehold interest under by reason of any statute or order of court, shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the premises. If this lease shall be sold under assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease, (b) it is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any execution other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If such premises or process any part thereof be re-let by the Owner for the unexpired term of lawsaid lease, or if a trustee any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises to re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in bankruptcy effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or a receiver not such amount be appointed or elected or had for Tenant (whether under Federal or State laws)greater, equal to, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any less than the amount of the covenants or conditions of this Lease on Tenant’s part difference referred to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseabove.

Bankruptcy. It is agreed between If, during the parties hereto that if term of this Lease Agreement, (a) Tenant shall be adjudicated a bankrupt or make an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of creditors, (b) a voluntary petition be filed by Tenant under any insolvency lawlaw having for its purpose the adjudication of Tenant a bankrupt, or if Tenant’s leasehold interest under this lease shall Tenant be sold under any execution or process of lawadjudged a bankrupt pursuant to an involuntary petition in bankruptcy, or if a trustee in bankruptcy or (c) a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)the property of Tenant, or if said Premises (d) any department of the state or federal government, or any officer thereof duly authorized, shall take possession of the business or property of Tenant, the occurrence of any such contingency shall be abandoned or deserteddeemed it breach of the Lease Agreement and this Lease Agreement shall, ipso facto upon the happening of any of said contingencies, be terminated and the same shall expire as fully and completely as if the day of the happening of such contingency were the date hereon specifically fixed for the expiration of the term, and Tenant will then quit and surrender the Demised Premises, but Tenant shall remain liable as hereinafter provided. Notwithstanding other provisions of this lease Agreement, or if any present or future law, Landlord shall be entitled to recover from Tenant shall fail to perform any or Tenant's estate (in lieu of the covenants or conditions equivalent of the amount of all rent and other charges unpaid at the date of such termination) as damages for loss of the bargain and not as a penalty, an aggregate sum which at the time of such termination represents the difference between the then present worth of the aggregate of the Base Rent and Additional Rent and any other charges payable by Tenant hereunder that would have accrued for the balance of the term of this Lease on Tenant’s part Agreement (assuming this Lease Agreement had not been so terminated), over the then present worth of the aggregate fair market rent of the Demised Premises for the balance of such period, unless any statute or rule of law covering the proceedings in which such damages are to be performed, or if this Lease or proved shall limit the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) amount of such actclaim capable of being so proved, condition in which case Landlord shall be entitled to prove as and for damages by reason of default such breach and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term termination of this Lease Agreement the maximum amount which may be allowed by or under any such statute or rule of law without prejudice to any rights of Landlord against any guarantor of Tenant's obligations herein. In the computation of present worth, a discount rate equal to the then existing Federal Reserve Discount Rate shall be so terminatedemployed. Nothing contained herein shall limit or prejudice Landlord's right to prove and obtain as damages arising out of such breach and termination the maximum amount allowed by any such statute or rule of law which may govern the proceedings in which such damages are to be proved, Landlord may immediately whether or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from not such receiver, trusteeamount be greater equal to, or less than the amount of the excess of the present value of the rent and other judicial officer during charges required herein over the Term present value of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or the fair market rents referred to above. Specified remedies to which Landlord my resort under the Premises by virtue terms of this LeaseSection 12.8 are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord my be lawfully entitled.

Bankruptcy. It If a petition is agreed between filed by or against Lessee for relief under Title 11 of the parties hereto that if Tenant shall be adjudicated United States Code, as amended (the “Bankruptcy Code”), and Lessee (including for purposes of this Section 37 Lessee’ s successor in bankruptcy, whether a bankrupt trustee or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawLessee as debtor in possession) assumes and proposes to assign, or if Tenant’s leasehold interest under proposes to assU111e and assign, this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail Lease Agreement pursuant to perform any the provisions of the covenants Bankruptcy Code to any person or conditions entity who has made or accepted a bona fide offer to accept an assignment of this Lease Agreement on Tenant’s part terms acceptable to Lessee, then written notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be performedfurnished by the proposed assignee of its future performance under the Lease Agreement, shall be given to Lessor by Lessee no later than twenty (20) days after Lessee has made or received such offer, but in no event later than ten (I 0) days prior to the date on which Lessee applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Lessor shall have the prior right and option, to be exercised by notice to Lessee given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease Agreement upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease Agreement. If this Lease Agreement is assigned pursuant to the provisions of the Bankruptcy Code, Lessor: (i) may require from the assignee a deposit or other security for the performance of its obligations under the Lease Agreement in an amount substantially the same as would have been required by Lessor upon the initial leasing to a Lessee similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Section 12.B. Any person or entity to which this Lease Agreement is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of the Lessee’s obligations arising under this Lease Agreement on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Lessor an instrument conforming such assumption. No provision of this Lease Agreement shall be deemed a waiver of Lessor’ s rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease Agreement, to require a timely performance of Lessee’s obligations under this Lease Agreement, or to regain possession of the Leased Premises if this Lease Agreement has neither been assumed on or rejected within sixty (60) days after the Term thereof be transferred date of the order for relief or pass within such additional time as a court of competent jurisdiction may have fixed. Notwithstanding anything in this Lease Agreement to the contrary, all amounts payable by Lessee to or devolve upon any personson behalf of Lessor under this Lease Agreement, firmwhether or not expressly denominated as rent, officer or corporation other than Tenant, by death shall constitute rent for the purposes of Section 502(b)(6) of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseBankruptcy Code.

Bankruptcy. It is agreed between The filing or preparation for filing by or against Lessee of any petition in bankruptcy, insolvency, or for reorganization under the parties hereto that if Tenant shall be adjudicated a bankrupt Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or an insolvent adjudication that Lessee is insolvent, bankrupt, or take an issuance of an order for relief with respect to Lessee under the Federal Bankruptcy Code, any other federal or state law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or the execution by Lessee of a voluntary assignment for the benefit of, or a transfer in fraud of, its general creditors, or the failure of Lessee to pay its debts as they mature, or the levying on under execution of the interest of Lessee under this Lease, or the filing or preparation for filing by Lessee of any federal petition for a reorganization under the Federal Bankruptcy Code, or composition proceeding for the appointment of a receiver or make trustee for a general assignment substantial part of Lessee's assets or to take the benefit charge of Lessee's business, or of any insolvency lawother petition or application seeking relief under any other federal or state laws now or hereafter relating to insolvency, bankruptcy, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of lawdebtor relief, or if a trustee in bankruptcy or the appointment of a receiver be appointed or elected trustee for a substantial part of Lessee's assets or had to take charge of Lessee's business, shall automatically constitute a default in this Lease by Lessee for Tenant (whether under Federal which Lessor may, at any time or State laws)times thereafter, or if said Premises shall be abandoned or desertedat its option, or if Tenant shall fail to perform exercise any of the covenants or conditions remedies and options -52- 21 provided to Lessor in Section 12 hereof; provided, however, that if such petition be filed by a third party against Lessee, and Lessee desires in good faith to defend against the petition and is not in any way in default of this Lease on Tenant’s part to be performedany obligation hereunder at the time of filing the petition, or if this Lease or and Lessee within ninety (90) days thereafter procures a final adjudication that it is solvent and a judgment dismissing the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwisepetition, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminatedfully reinstated as though the petition had never been filed. In the event Lessor elects to terminate this Lease as provided for in this Section, Landlord may immediately or Lessee shall pay forthwith to Lessor as liquidated damages, the difference between the unpaid rent reserved in this Lease at any the time thereafter reenter or repossess of such termination and the then reasonable rental value of the Premises for the balance of the Lease Term, and remove all persons Lessee acknowledges that said sum is reasonable and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights shall not be construed as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasea penalty.

Bankruptcy. It is agreed between the parties hereto that if Tenant If a decree or order by a Court having jurisdiction shall be adjudicated a entered (a) adjudging Lessee bankrupt or an insolvent insolvent, or take benefit (b) approving as properly filed a petition seeking reorganization of Lessee under any federal reorganization bankruptcy or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant(c) for the winding up or liquidation of Lessee’s leasehold interest under this lease shall be sold under any execution or process of lawaffairs, or if (d) for the appointment of a receiver or liquidator or a trustee in bankruptcy or a receiver be appointed insolvency of Lessee or elected any of the Lessee’s property and such decree or had order shall continue undischarged or unstayed for Tenant thirty (whether under Federal or State laws)30) days, or if said Premises Lessee shall be abandoned institute or desertedconsent to insolvency or bankruptcy proceeding by or against Lessee, or if Tenant shall fail file a petition, answer or consent seeking a reorganization under any insolvency or bankruptcy law or consent to perform the appointment of a receiver or liquidator or trustee in bankruptcy or insolvency of Lessee or Lessee’s property, or make assignment for the benefit of creditors, or admit in writing Lessee’s inability to pay debts generally as they become due, or take corporate action in furtherance of any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwiseaforesaid purposes, then and in any such event that event, Lessor may, if Lessor so elects, with or without notice of entry or other action, forthwith terminate this Lease and the Term of this Lease, at Landlord’s option, shall expire upon such termination be entitled to re-enter and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the take possession of the Premises Leased Premises. In addition to any other rights or remedies Lessor may have by any provision in all cases provided this Lease or by any statute or rule, or by law, or Bankruptcy Code, Lessor may retain as liquidated damages any rent, security deposit or monies received by Lessor from Lessee or others on behalf of Lessee. If the Term The Lessee agrees to make all elections and acceptance or rejection of this Lease within ten (10) days of any filing of Bankruptcy. Failure to deliver notice of election shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasedeemed rejected.

Bankruptcy. It is agreed between the parties hereto The Tenant covenants and agrees that if the Term or any of the goods and chattels of the Tenant on the Leased Premises shall be at any time during the Term seized or taken in execution or attachment by any creditor of the Tenant or if the Tenant shall be adjudicated a make any assignment for the benefit of creditors or any bulk sale or, becoming bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or insolvent, shall take the benefit of any insolvency law, Act now or hereafter in force for bankrupt or insolvent debtors or if Tenant’s leasehold interest under this lease any order shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had made for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death winding up of the Tenant, operation or if the Leased Premises shall without the written consent of law the Landlord become and remain vacant for a period of fifteen (15) days, or otherwisebe used by any other persons than such as are entitled to use them under the terms of this Lease, or if the Tenant shall without the written consent of the Landlord abandon or attempt to abandon the Leased Premises or to sell or dispose of goods or chattels of the Tenant or to remove them or any of them from the Leased Premises, other than in the ordinary course of its business, so that there would not in the event of such abandonment, sale or disposal be sufficient goods on the Leased Premises subject to distress to satisfy the Rent above due or accruing due, then and in every such case the then current month’s Rent and the next ensuing three (3) months’ Rent shall immediately become due and be paid and the Landlord may re-enter and take possession of the Leased Premises as though the Tenant or the servants of the Tenant or any such event this Lease other occupant of the Leased Premises were holding over after the expiration of the Term and the Term of this Leaseshall, at the option of the Landlord’s option, forthwith become forfeited and determined, and in every one of the cases above such accelerated Rent shall expire and end five days after be recoverable by the Landlord has given Tenant written notice (in the same manner herein above provided) of such act, condition of default as the Rent hereby reserved and Tenant hereby agrees immediately then to quit as if Rent were in arrears and surrender the said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease option shall be so terminated, deemed to have been exercised if the Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or its agents given notice to the Premises by virtue of this LeaseTenant as provided for herein.

Bankruptcy. It is agreed between If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the parties hereto provisions of the United States Code relating to Bankruptcy (“Bankruptcy Code”), then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the “Bankruptcy Court”, to assume or reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with such Bankruptcy Court. In such event, Tenant or any trustee for Tenant may only assume this Lease if (a) it cures or provides adequate assurance that if the trustees shall promptly cure any default hereunder, (b) compensates or provides adequate assurance that Tenant shall be adjudicated a bankrupt or an insolvent or take benefit of promptly compensate Landlord for any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if actual pecuniary loss to Landlord resulting from Tenant’s leasehold interest under this lease shall be sold under any execution or process defaults, and (c) provides adequate assurance of lawperformance during the fully stated Rental Term hereof of all the terms, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws)covenants, or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions and provisions of this Lease on Tenant’s part to be performed, or if performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death time period set forth herein. Adequate assurance of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term performance of this Lease, at Landlord’s optionas set forth hereinabove, shall expire and end five days after Landlord has given Tenant written notice include, without limitation, adequate assurance (in the manner herein above provided1) of such actthe source of rent reserved hereunder, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for (2) that the recovery of the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminatednot breach any provision hereunder, and (3) that business operated shall comply with the Permitted Use covenants set forth in Sections 1.01(F) and 7.01. In the event of a filing of a petition under the Bankruptcy Code, Landlord may immediately shall have no obligation to provide Tenant with any services or at any time thereafter reenter or repossess the Premises utilities as herein required, unless Tenant shall have paid and remove be current in all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiverpayments of Operating Expenses, trustee, utilities or other judicial officer during the Term charges therefor. Tenant shall pay all of their occupancy in their fiduciary capacity without affecting Landlord’s rights costs incurred as contained in this Leasea result of Tenant’s insolvency and/or bankruptcy proceedings including, but no receivernot limited to, trustee, or other judicial officer shall ever have any rights, title or interest reasonable attorneys’ fees incurred as a result of Landlord’s participation in or to the Premises by virtue and/or monitoring of this LeaseTenant’s insolvency proceeding.

Bankruptcy. It If a petition is agreed between filed by or against Tenant for relief under Title 11 of the parties hereto that if United States Code, as amended (the "Bankruptcy Code"), and the Tenant shall be adjudicated (including for purposes of this section Tenant's successor in bankruptcy, whether a bankrupt trustee or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawTenant as debtor in possession) assumes and proposes to assign, or if Tenant’s leasehold interest under proposes to assume and assign, this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail Lease pursuant to perform any the provisions of the covenants Bankruptcy Code to any person or conditions entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant’s part , then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be performedfurnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or if received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the Term thereof performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall be transferred entitled to receive, as additional rent, any sums received by Tenant in connection with such assignment. Any person or pass entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or devolve upon any persons, firm, officer or corporation other than Tenant, by death documentation to have assumed all of the Tenant, operation of law or otherwise, then and in any such event 's obligations arising under this Lease on and after the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) date of such act, condition of default assignment. Any such assignee shall upon demand execute and Tenant hereby agrees immediately then deliver to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawLandlord an instrument confirming such assumption. If the Term No provision of this Lease shall be so terminated, Landlord may immediately deemed a waiver of Landlord's rights or at remedies under the Bankruptcy Code to oppose any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term assumption and/or assignment of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue require a timely performance of this Lease.Tenant's obligations

Bankruptcy. It is agreed between All Trademark, Patent and Technology rights and licenses granted to the Product under or pursuant to this Agreement by Licensor to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended from time to time (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101 (35A) of the Bankruptcy Code. The parties hereto agree that if Tenant so long as Licensee, as a licensee of such rights under this Agreement, makes all payments to Licensor required under this Agreement, Licensee shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The parties further agree that, in the event that any proceeding shall be adjudicated a instituted by or against Licensor seeking to adjudicate it as bankrupt or an insolvent insolvent, or take benefit seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any federal law relating to bankruptcy, insolvency or reorganization or composition proceeding or make a general assignment or take the benefit relief of any insolvency lawdebtors, or if Tenant’s leasehold interest under this lease seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail take an action to perform authorize any of the covenants foregoing actions, Licensee, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or conditions against Licensor under the Bankruptcy Code, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiment of such intellectual property, and the same, if not already in its possession, shall be promptly delivered to Licensee (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by Licensee, unless Licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Lease Agreement by or on Tenant’s part to be performedbehalf of Licensor, or if this Lease or upon written request therefor by Licensee. In addition the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and parties agree that in any such event this Lease the intellectual property delivered to Licensee shall include all Technology necessary or useful to give Licensee the capability of manufacturing the Product and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease Technology shall be so terminateddelivered to Licensee in such a way as to communicate it to Licensee promptly, Landlord may immediately or at any time thereafter reenter or repossess the Premises effectively and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.economically

Bankruptcy. It is agreed between Borrower or any of its Subsidiaries, or Certified or any of its Subsidiaries ("Other Certified Subsidiaries"), shall admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (including its payrolls) as such debts become due, or shall make a general assignment for the parties hereto that if Tenant benefit of creditors; or Borrower, Certified or any such Subsidiary of Borrower or Other Certified Subsidiary shall file a voluntary petition in bankruptcy or a petition or answer seeking reorganization, to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Code or under any other state or federal law relating to bankruptcy or reorganization granting relief to debtors, whether now or hereafter in effect, or shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition filed against Borrower, Certified or any such Subsidiary of Borrower or Other Certified Subsidiary pursuant to the Bankruptcy Code or any such other state or federal law; or Borrower, Certified or any such other Certified Subsidiary or Subsidiary of Borrower shall be adjudicated a bankrupt bankrupt, or shall make an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency lawcreditors, or if Tenant’s leasehold interest under this lease shall be sold under apply for or consent to the appointment of any execution custodian, receiver or process trustee for all or any substantial part of lawBorrower's, Certified's or any such Subsidiary of Borrower or Other Certified Subsidiary's property, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail take any action to perform authorize any of the covenants actions set forth above in this subsection; or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon an involuntary petition seeking any persons, firm, officer or corporation other than Tenant, by death of the Tenantrelief specified in this subsection shall be filed against Borrower, operation Certified or any such Subsidiary of law Borrower or otherwiseOther Certified Subsidiary and shall not be dismissed within twenty (20) days; or any order for relief shall be entered against Borrower, then and Certified or any such Subsidiary of Borrower or Other Certified Subsidiary in any involuntary proceeding under the Bankruptcy Code or any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then other state or federal law referred to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasesubsection (e).

Bankruptcy. It If a petition is agreed between filed by or against Tenant for relief under Title 11 of the parties hereto that if United States Code, as amended (the “Bankruptcy Code”), and Tenant shall be adjudicated (including for purposes of this Section 12.04 Tenant’s successor in bankruptcy, whether a bankrupt trustee or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawTenant as debtor in possession) assumes and proposes to assign, or if Tenant’s leasehold interest under proposes to assume and assign, this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail Lease pursuant to perform any the provisions of the covenants Bankruptcy Code to any person or conditions entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant’s part , then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be performedfurnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or if received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and nonappealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the Term thereof performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Section 12.05. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be transferred deemed, without further act or pass documentation, to or devolve upon any persons, firm, officer or corporation other than Tenant, by death have assumed all of the Tenant, operation of law or otherwise, then and in any such event ’s obligations arising under this Lease on and after the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) date of such actassignment. Any such assignee shall, condition of default upon demand, execute and Tenant hereby agrees immediately then deliver to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawLandlord an instrument confirming such assumption. If the Term No provision of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term deemed a waiver of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, but no receiver, trusteeto require a timely performance of Tenant’s obligations under this Lease, or other judicial officer shall ever to regain possession of the Premises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have any rights, title or interest fixed. Notwithstanding anything in or this Lease to the Premises contrary, all amounts payable by virtue Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

Bankruptcy. It is agreed between Section 16.01. (a) Anything elsewhere in this Lease to the parties hereto that if contrary notwithstanding, this Lease may be cancelled by Landlord by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (i) Tenant shall (A) have applied for or consented to the appointment of a receiver, trustee, liquidator, or other custodian of Tenant or any of its properties or assets, (B) be unable to pay its debts generally as they become due or shall have taken any other action which could result in it becoming the subject of an insolvency or bankruptcy proceeding, (C) have made a general assignment for the benefit of creditors, (D) have commenced a voluntary case for relief as a debtor under the United States Bankruptcy Code or filed a petition to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (E) be adjudicated a bankrupt or insolvent; or (ii) Without the acquiescence or consent of Tenant an insolvent order, judgment or take benefit decree shall have been entered by any court of competent jurisdiction approving as properly filed a petition seeking relief under the United States Bankruptcy Code or any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute with respect to Tenant or appointing a receiver, trustee, liquidator or other custodian of all or a substantial part of its properties or assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of not less than sixty (60) days. Neither Tenant, nor any person claiming through or under Tenant or by reason of any federal reorganization statute or composition proceeding or make a general assignment or take the benefit order of any insolvency lawcourt, or if Tenant’s leasehold interest under this lease shall thereafter be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail entitled to perform any possession of the covenants or conditions of this Lease on Tenant’s part to be performedDemised Premises, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, but shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to forthwith quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by lawDemised Premises. If the Term of this Lease shall be so terminatedassigned in accordance with its terms, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect provisions of this Article shall be applicable only to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained party then owning Tenant's interest in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between the parties hereto that if Tenant If a decree or order by a Court having jurisdiction shall be adjudicated a entered (a) adjudging Lessee bankrupt or an insolvent insolvent, or take benefit (b) approving as properly filed a petition seeking reorganization of Lessee under any federal reorganization bankruptcy or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease shall be sold under any execution (c) for the winding up or process liquidation of lawLessee's affairs, or if (d) for the appointment of a receiver or liquidator or a trustee in bankruptcy or a receiver be appointed insolvency of Lessee or elected any of the Lessee's property and such decree or had order shall continue undischarged or unstayed for Tenant thirty (whether under Federal or State laws)30) days, or if said Premises Lessee shall be abandoned institute or desertedconsent to insolvency or bankruptcy proceeding by or against Lessee, or if Tenant shall fail file a petition, answer or consent seeking a reorganization under any insolvency or bankruptcy law or consent to perform the appointment of a receiver or liquidator or trustee in bankruptcy or insolvency of Lessee or Lessee's property, or make assignment for the benefit of creditors, or admit in writing Lessee's inability to pay debts generally as they become due, or take corporate action in furtherance of any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwiseaforesaid purposes, then and in any such event that event, Lessor may, if Lessor so elects, with or without notice of entry or other action, forthwith terminate this Lease and the Term of this Lease, at Landlord’s option, shall expire upon such termination be entitled to reenter and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the take possession of the Premises leased premises. In addition to any other rights or remedies Lessor may have by any provision in all cases provided this Lease or by any statute or rule, or by law, or Bankruptcy Code, Lessor may retain as liquidated damages any rent, security deposit or monies received by Lessor from Lessee or others in behalf of Lessee. If the Term The Lessee agrees to make all elections and acceptance or rejection of this Lease shall be so terminated, Landlord may immediately or at within ten (10) days of any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term filing of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseBankruptcy.

Bankruptcy. It is agreed between The Mortgagor shall have applied for or consented to the parties hereto that if Tenant appointment of a receiver, custodian, trustee or liquidator of all or a substantial part of the Mortgagor's assets; or shall generally not be adjudicated a bankrupt paying the Mortgagor's debts as they become due; or an insolvent shall have admitted in writing the inability to pay the Mortgagor's debts as they mature; or take benefit of any federal reorganization or composition proceeding or make shall have made a general assignment or take for the benefit of creditors, or shall have filed a petition or an answer seeking an arrangement with creditors; or shall have taken advantage of any insolvency law; or shall have submitted an answer admitting the material allegations of a petition in any bankruptcy or insolvency proceeding; or an order, judgment or decree shall have been entered, without the application, the approval or consent of the Mortgagor by any Court of competent jurisdiction approving a petition seeking reorganization of the Mortgagor, or if Tenant’s leasehold interest under this lease shall be sold under any execution appointing a receiver, custodian, trustee or process liquidator of lawthe Mortgagor, or if a trustee substantial part of the Mortgagor's assets and such order, judgment or decree shall have continued unstayed and in effect for any period for thirty (30) consecutive days; or a petition in bankruptcy or shall have been filed against the Mortgagor and shall not have been dismissed for a receiver be appointed or elected or had for Tenant period of thirty (whether under Federal or State laws), 30) consecutive days; or if said Premises any order for Relief shall be abandoned or deserted, or if Tenant shall fail to perform any of have been entered under the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this LeaseBankruptcy Code.

Bankruptcy. It is agreed between (a) All of the parties hereto that Obligations shall, at the option of Super Priority Agent, forthwith become due and payable if Tenant there shall be adjudicated filed against Borrower a bankrupt petition in bankruptcy or for insolvency proceedings or for reorganization, dissolution or liquidation, or for appointment of a receiver or trustee, or if Borrower or any Grantor makes an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency lawcreditors. This Agreement shall remain in full force and effect, without abatement, until the Obligations have been paid or if Tenant’s leasehold interest under performed in full and all other obligations guaranteed hereunder have been performed (other than Contingent Obligations not then due) to the satisfaction of Super Priority Agent, it being expressly understood and agreed to by each Grantor that this lease Agreement shall continue to be effective or shall be sold under reinstated, as the case may be, if at any execution time payment, in whole or process in part, of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part Obligations is rescinded, invalidated, declared to be performedfraudulent or preferential, set aside or if this Lease must otherwise be restored or returned by Super Priority Agent upon the Term thereof insolvency, bankruptcy, dissolution, liquidation or reorganization of any Grantor all as though such payment had not been made, to Grantor or a trustee, receiver or any other party. Each Grantor understands and agrees that in the event Super Priority Agent is required to so return all or any portion of a payment received from Borrower, such Grantor shall be transferred or pass required to or devolve upon pay Super Priority Agent for such amount. (b) So long as any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease obligations guaranteed hereunder shall be so terminatedowing to Super Priority Agent, Landlord may immediately no Grantor shall, without the prior written consent of Super Priority Agent, commence or at join with any time thereafter reenter other party in commencing any bankruptcy, reorganization or repossess the Premises insolvency proceedings of or against any Grantor. Each Grantor understands and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises acknowledges that by virtue of this Lease.Agreement, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to such Grantor. As an example and not in any way of limitation, a subsequent modification of the Obligations in any reorganization case concerning any Grantor shall not affect the obligation of such Grantor to pay and perform the Obligations in accordance with its original terms. In any bankruptcy or other proceeding in which the filing of claims is required by Law, each Grantor shall file all claims which such Grantor may have against such Grantor or relating to any indebtedness of Borrower to such Grantor and shall assign to Super Priority Agent all rights of such Grantor thereunder. If Grantor does not file any such claim, Super Priority Agent, as attorney in fact for each Grantor, is hereby authorized to do so in the name of such Grantor or, in Super Priority Agent’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Super Priority Agent’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Super Priority Agent or its nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Super Priority Agent the amount payable on such claim and, to the full extent necessary for that purpose, each Grantor 20 502181873 v2 1205867.00001

Bankruptcy. It is agreed between the parties hereto that hereto: if Tenant shall be adjudicated a bankrupt or an insolvent and fails to have such adjudication discharged within sixty (60) days from the date thereof, or shall take the benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law, or if Tenant’s leasehold interest under this lease Lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal federal or State state laws)) and Tenant fails to have such appointment discharged with sixty (60) days after the appointment thereof, or if said Premises premises shall be abandoned or deserted, or if Tenant shall fail to perform any of the covenants or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof terms hereof be transferred or pass to or devolve upon any personsperson, firm, officer or corporation other than Tenant, by death of the Tenantthen, operation of law or otherwise, then and in any such event this Lease and the Term of this Leaseevents, Landlord may, at Landlord’s option, shall expire terminate and end five days after Landlord has given Tenant written notice (in this Lease and re-enter upon the manner herein above provided) of such actpremises; whereupon the term hereby granted and, condition of default at the Landlord’s option, all right, title, and interest under it shall end and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlordshall become a Tenant at sufferance; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises demised premises in all cases provided by lawfor bylaw. If the Term term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter re-enter or repossess re-possess the Premises premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Lease.

Bankruptcy. It is agreed between If Landlord shall not be permitted to terminate this ----------- Lease as hereinabove provided because of the parties hereto that if provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Tenant shall be adjudicated as a bankrupt or an insolvent or take benefit debtor in possession of any federal reorganization trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy Court, to assume or composition proceeding reject this Lease and Tenant on behalf of itself and any trustee agrees not to seek or make a general assignment request any extension or take the benefit adjournment of any insolvency lawapplication to assume or reject this Lease by Landlord with such Court. In such event, Tenant or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant may only assume this Lease if (whether under Federal A) it cures or State laws)provides adequate assurance that the trustees will promptly cure any default hereunder, (B) compensates or if said Premises shall be abandoned or desertedprovides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant's defaults, or if Tenant shall fail to perform any and (C) provides adequate assurance of performance during the fully stated term hereof of all of the covenants or conditions terms, covenants, and provisions of this Lease on Tenant’s part to be performed, or if this Lease or performed by Tenant. In no event after the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminatedany then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease as set forth hereinabove shall include, without limitation, adequate assurance (1) of the source of rent provided for hereunder, and (2) the assumption of this Lease will not breach any provision hereunder. In the event of a filing of a petition under the Bankruptcy Code, Landlord may immediately shall have not obligation to provide Tenant with any services or at any time thereafter reenter or repossess the Premises utilities as herein required, unless Tenant shall have aid and remove be current in all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiverpayments of Operating Costs, trustee, utilities or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasecharges therefor.

Bankruptcy. It is agreed between If Landlord shall not be permitted to terminate this Lease as provided above because of the parties hereto that if provisions of the United States Code relating to Bankruptcy (“Bankruptcy Code”), then Tenant shall be adjudicated as a bankrupt debtor-in-possession or an insolvent any trustee for Tenant agrees promptly, within no more than twenty (20) days upon request by Landlord to the Bankruptcy Court, to assume or take benefit reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any federal reorganization application to assume or composition proceeding reject this Lease by Landlord with such Court. In such event, Tenant or make a general assignment any trustee for Tenant may only assume this Lease if (a) it cures or take provides adequate assurance that Tenant or the benefit of trustee will promptly cure any insolvency lawdefault any default, (b) compensates or if provides adequate assurance that Tenant or trustee will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant’s leasehold interest under this lease shall be sold under any execution or process defaults, and (c) provides adequate assurance of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail to perform any performance during the fully stated term of the covenants or conditions Lease of all the terms, covenants, and provisions of this Lease on Tenant’s part to be performed, or if performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death time period set forth in this Lease. Adequate assurance of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term performance of this Lease, at Landlord’s optionas set forth above, shall expire and end five days after Landlord has given Tenant written notice include, without limitation, adequate assurance (in the manner herein above provided1) of such actthe source of rent reserved, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall (2) that any percentage rent will not impair or affect Landlord’s right to maintain summary or other proceedings for decline from the recovery of levels anticipated, (3) that the possession of the Premises in all cases provided by law. If the Term assumption of this Lease shall be so terminatedwill not breach any provision under this Lease, and (4) that the business operated will comply with the use covenants set forth in the Summary and in the other provisions of this Lease. In the event of a filing of a petition under the Bankruptcy Code, Landlord may immediately shall have no obligation to provide Tenant with any services or at any time thereafter reenter or repossess the Premises utilities as otherwise required, unless Tenant shall have paid and remove be current in all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiverpayments of operating costs, trusteeutilities, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leasecharges.

Bankruptcy. It is agreed between the parties hereto that if Tenant (a) The following shall be adjudicated events of bankruptcy under this Lease: (i) Tenaxx'x xecoming insolvent, as that term is defined in Title 11 of the United States Code, entitled "Bankruptcy, 11 U.S.C., Sec. 101, et. seq." (the "Bankruptcy Code"), or under applicable insolvency laws (the "Insolvency Laws"); (ii) the appointment of a bankrupt receiver or custodian for any or all of Tenant's property or assets, if such appointment shall not be dismissed within ninety (90) days; or (iii) the filing of a voluntary petition under the provisions of the Bankruptcy Code or the Insolvency Laws; or (iv) the filing of an insolvent involuntary petition under the provisions of the Bankruptcy Code or take benefit the Insolvency Laws, which is not dismissed within sixty (60) days of any federal reorganization filing; or composition proceeding (v) Tenant's making or make a general consenting to an assignment or take for the benefit of creditors or a common law composition of creditors. In the event of Tenant's bankruptcy, Landlord at its option may, in addition to all other rights and remedies provided in this Lease at law or in equity, terminate this Lease by giving written notice to Tenant. If termination of this Lease shall be stayed by order of any court having jurisdiction over any bankruptcy or insolvency lawproceeding or by federal or state statute, then, following the expiration of any such stay, or if Tenant or Tenant as debtor-in-possession or the trustee appointed in any such proceeding (being collectively referred to as "Tenant’s leasehold interest " only for the purposes of this Section) shall fail to assume Tenant's obligations under this lease shall Lease within the period prescribed therefor by law or within fifteen (15) days after entry of the order for relief or as may be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or desertedallowed by the court, or if Tenant shall fail to perform any provide adequate protection of Landlord's right, title and interest in and to the Premises or adequate assurance of the covenants complete and continuous future performance of Tenant's obligation under this Lease, Landlord, to the extent permitted by law or conditions by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on fifteen (15) days' notice to Tenant and upon the expiration of said fifteen (15) day period this Lease shall cease and expire as aforesaid and Tenant shall immediately quit and surrender the Premises as aforesaid. Upon the termination of this Lease on Tenant’s part to be performedas provided above, or if this Lease or the Term thereof be transferred or pass to or devolve upon any personsLandlord, firmwithout notice, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then may re-enter and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom using such force for that purpose as may be necessary without being liable for trespass to indictment, prosecution or damages. Landlord damages therefor and may elect to accept rent from such receiver, trustee, dispossess Tenant by summary proceedings or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or to the Premises by virtue of this Leaseotherwise.

Bankruptcy. It If a petition is agreed between filed by or against Lessee for relief under Title 11 of the parties hereto that if Tenant shall be adjudicated United States Code, as amended (the “Bankruptcy Code”), and Lessee (including for purposes of this Section Lessee’s successor in bankruptcy, whether a bankrupt trustee or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency lawLessee as debtor in possession) assumes and proposes to assign, or if Tenant’s leasehold interest under proposes to assume and assign, this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or deserted, or if Tenant shall fail Lease pursuant to perform any the provisions of the covenants Bankruptcy Code to any person or conditions entity who has made or accepted a bona fide offer to accept an assignment of this Lease on Tenant’s part terms acceptable to Lessee, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be performedfurnished by the proposed assignee of its future performance under the Lease Agreement, shall be given to Lessor by Lessee no later than twenty (20) days after Lessee has made or if received such offer, but in no event later than ten (10) days prior to the date on which Lessee applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Lessor shall have the prior right and option, to be exercised by notice to Lessee given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease or upon the Term thereof same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death payable out of the Tenant, operation of law or otherwise, then and in any such event this Lease and consideration to be paid by the Term proposed assignee for the assignment of this Lease. If this Lease Agreement is assigned pursuant to the provisions of the Bankruptcy Code, at LandlordLessor: (i) may require from the assignee a deposit or other security for the performance of its obligations under the Lease in an amount substantially the same as would have been required by Lessor upon the initial leasing to a Lessee similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Article 31.4. Any person or entity to which this Lease Agreement is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of the Lessee’s option, shall expire obligations arising under this Lease Agreement on and end five days after Landlord has given Tenant written notice (in the manner herein above provided) date of such actassignment. Any such assignee shall, condition upon demand, execute and deliver to Lessor an instrument confirming such assumption. No provision of default and Tenant hereby agrees immediately then this Lease Agreement shall be deemed a waiver of Lessor’s rights or remedies under the Bankruptcy Code to quit and surrender said Premises oppose any assumption and/or assignment of this Lease Agreement, to Landlord; but require a timely performance of Lessee’s obligations under this shall not impair Lease Agreement, or affect Landlord’s right to maintain summary or other proceedings for the recovery of the regain possession of the Premises in all cases provided by law. If the Term of if this Lease shall be so terminated, Landlord Agreement has neither been assumed on or rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damageshave fixed. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained Notwithstanding anything in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or interest in or Lease Agreement to the Premises contrary, all amounts payable by virtue Lessee to or on behalf of Lessor under this Lease.Lease Agreement, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code. LESSOR’S INITIALS: LESSOR’S INITIALS:

Bankruptcy. It is agreed between Should the parties hereto that if Tenant shall be adjudicated a bankrupt or an insolvent or take benefit Contractor during the term of this Contract Agreement make any federal reorganization or composition proceeding or make a general assignment or take for the benefit of any insolvency law, its creditors or if Tenant’s leasehold interest under this lease shall voluntarily or involuntarily be sold under any execution declared bankrupt or process of law, terminated or if a trustee in bankruptcy receiver or a receiver liquidator shall be appointed or elected or had for Tenant (whether under Federal or State laws)to administer the Contractor’s affairs, or if said Premises shall be abandoned or desertedthis Contract Agreement shall, or if Tenant shall fail to perform any at the sole discretion of the covenants or conditions of this Lease on Tenant’s part to CVB, be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death automatically and without notice canceled and terminated as of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) date of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair assignment or affect Landlord’s right to maintain summary or other proceedings for the recovery as of the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminateddate upon which a custodian, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or liquidator is appointed. If such improvements, fixtures, facilities, and structures which are required by the CVB to be removed from the premises and substantially all trash, stocks of materials, supplies, tools, etc., place on the premises by the Contractor or the Contractor’s agents, have not been removed by the Contractor by the date of termination, it will be the option of the CVB: To collect liquidated damages until the said facilities, buildings and structures, trash, stocks of material, supplies, tools, etc., have been removed by the Contractor. Or to remove the same at the Contractor’s cost, risk, and expense; and Or to retain or dispose of the same or any part thereof, without payment or reimbursement to the Contractor, unless other judicial officer during arrangements have been made in writing, between the Term CVB and the Contractor with regards to the removal thereof. Non-Waiver No condoning, excusing, or overlooking by the CVB of their occupancy any default, breach or non-observances by the Contractor at the time or times in their fiduciary capacity without affecting Landlordrespect of any covenant, proviso, or condition herein contained shall operate as a waiver of the CVB’s rights hereunder in respect to any continuing or subsequent default, breach or non-observance, or operate so as contained to defeat or affect in any way the rights of the CVB in respect of any such continuing or subsequent default or breach and no waiver shall be inferred from or implied by anything done or omitted by the CVB save only an express waiver in writing. All rights and remedies of the CVB in this Lease, but no receiver, trustee, or other judicial officer Contract Agreement contained shall ever have any rights, title or interest in or to the Premises by virtue of this Leasebe cumulative and not alternative.

Bankruptcy. It is agreed The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. The Subordinated Noteholder agrees that the Senior Lenders may consent to the use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as the Senior Lenders, in its sole discretion may decide and that, in connection with such cash collateral usage or such financing, the Borrower (or a trustee appointed for the estate of the Borrower) may grant to the Senior Lenders liens and security interests upon all or any part of the assets of the Borrower, which liens and security interests (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of the Borrower, if any, held by the Subordinated Noteholder. All allocations of payments between the parties hereto that if Tenant shall Senior Lenders and the Subordinated Noteholder shall, subject to any court order, continue to be adjudicated made after the filing of a bankrupt or an insolvent or take benefit of any federal reorganization or composition proceeding or make a general assignment or take petition under the benefit of any insolvency lawUnited States Bankruptcy Code, or if Tenant’s leasehold interest under this lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant as amended (whether under Federal or State lawsthe "Bankruptcy Code"), or if said Premises shall any similar proceeding on the same basis that the payments were to be abandoned allocated prior to the date of such filing. The Subordinated Noteholder agrees that it will not object to or desertedoppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of security interests, liens or if Tenant shall fail to perform any other claims under Section 363 of the covenants Bankruptcy Code or conditions of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death provision of the Tenant, operation of law Bankruptcy Code if the Senior Lenders have consented to such sale or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) disposition of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for assets. In the recovery of event that the possession of the Premises in all cases provided by law. If the Term of this Lease shall be so terminated, Landlord may immediately Subordinated Noteholder has or at any time thereafter reenter or repossess acquires any security for the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord Subordinated Obligations, the Subordinated Noteholder agrees not to assert any right it may elect have to accept rent from such receiver, trustee, or other judicial officer during the Term "adequate protection" of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any rights, title or its interest in such security in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. The Subordinated Noteholder waives any claim it may now or to hereafter have arising out of the Premises Senior Lenders' election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by virtue of this Lease.the Borrower, as debtor in

Bankruptcy. It is agreed between If a receiver, liquidator or trustee shall be appointed for Borrower, the parties hereto that Guarantor or any member of Borrower, or if Tenant Borrower, the Guarantor or any member of Borrower shall be adjudicated a bankrupt or an insolvent insolvent, or take benefit of if any federal petition for bankruptcy, reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency arrangement pursuant to federal bankruptcy law, or if Tenant’s leasehold interest under this lease any similar federal or state law, shall be sold under any execution filed by or process of lawagainst, consented to, or if a trustee acquiesced in bankruptcy by, Borrower, the Guarantor or a receiver be appointed or elected or had for Tenant any member of Borrower (whether under Federal or State lawswith respect to itself), or if said Premises any proceeding for the dissolution or liquidation of Borrower, the Guarantor or any member of Borrower shall be abandoned instituted; provided, however, if such appointment, adjudication, petition or desertedproceeding was involuntary and not consented to by Borrower, the Guarantor or if Tenant any member of Borrower, as the case may be, then upon the same not being discharged, stayed or dismissed within sixty (60) days. As used in this clause (g), “member of Borrower” shall fail not include (i) any individuals that are non-controlling members of Borrower or (ii) any non-controlling member of Borrower that is wholly owned by one or more individuals, provided, that, promptly after the filing of a bankruptcy or insolvency proceeding with respect to perform any a Person described in the immediately preceding clauses (i) and (ii), Lender receives an opinion from counsel, in form reasonably satisfactory to Lender and from a Nevada firm reasonably satisfactory to Lender, that (x) the bankruptcy, insolvency, reorganization, dissolution or liquidation of such individuals or member will not result in the bankruptcy, insolvency, reorganization, dissolution or liquidation of Borrower and (y) such member will not be treated as a general partner for the purpose of involuntary bankruptcy of the covenants or conditions Borrower, which opinion may be a “reasoned opinion” if necessary due to the status of this Lease on Tenant’s part to be performed, or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firm, officer or corporation other than Tenant, by death of the Tenant, operation of law or otherwise, then and in any such event this Lease and the Term of this Lease, at Landlord’s option, shall expire and end five days after Landlord has given Tenant written notice (in the manner herein above provided) of such act, condition of default and Tenant hereby agrees immediately then to quit and surrender said Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary or other proceedings for the recovery of the possession of the Premises in all cases provided by applicable law. If the Term of this Lease shall be so terminated, Landlord may immediately or at any time thereafter reenter or repossess the Premises and remove all persons and property therefrom without being liable for trespass or damages. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained As used in this Leasesubparagraph (g), but no receiver“non-controlling” as it applies to a member of Borrower shall mean such member, trusteein its role as such member, or other judicial officer shall ever have any rights, title or interest in or to does not direct the Premises by virtue operations and policies of this LeaseBorrower.