Common use of Bankruptcy and Insolvency Clause in Contracts

Bankruptcy and Insolvency. If the tenancy shall be taken in execution or by other process of law, or if Tenant shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolvent, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made of Tenant’s property for the benefit of creditors, Tenant shall be in default under this Lease, and, to the extent permitted by applicable law, Landlord shall be entitled to exercise any or all remedies set forth in this Lease. This Lease shall be deemed to have been rejected and terminated unless the trustee or Tenant assumes this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code or within such other time as maybe provided under the Code. Tenant acknowledges that in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenant, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of all of the terms and conditions of this Lease, including but not limited to the submission of satisfactory current, audited financial statements. The rejection of this Lease by Tenant under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenant. Upon the occurrence of any such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to Tenant.

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

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

Bankruptcy and Insolvency. If In the tenancy event of the filing or commencement of any proceeding by or against Tenant under the Federal Bankruptcy Code (as the same may be amended or recodified from time to time), the trustee, receiver or Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of the following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided “adequate assurance” that such defaults will be taken in execution or by other process of lawpromptly cured; (ii) Landlord is compensated, or if “adequate assurance” is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under this Lease; and (iii) Landlord is provided “adequate assurance” of future performance of all of the covenants, agreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, “adequate assurance” of future performance of the terms and provisions of this Lease shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolvent, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made include adequate assurance: (a) of Tenant’s property for the benefit source of creditors, Tenant shall be in default Rent and other consideration due under this Lease, andand in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the extent financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, as reasonably adjusted for inflation; (b) that assumption or assignment of this Lease is subject to all the provisions of this Lease; and (c) of the performance of any other requirement hereafter imposed by any law or which landlords or courts are hereafter authorized or permitted by applicable lawlaw to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the Federal Bankruptcy Code, (as the same may be amended or recodified from time to time), the trustee, receiver or Tenant, as debtor in possession, shall timely perform all the obligations of the debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee’s or debtor-Tenant’s obligations under any other paragraph of this Subsection, and acceptance of performance under this paragraph by Landlord shall be entitled to exercise any not constitute a waiver or all remedies set forth in relinquishment of Landlord’s rights under this Lease. This Lease shall be deemed The failure by the Trustee in any case under any chapter of the Bankruptcy Code to have been rejected and terminated unless the trustee assume or Tenant assumes reject this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code order for relief or within such other additional time as maybe provided under the Code. Tenant acknowledges that in entering into this LeaseCourt, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease for cause, within such sixty (60) day period shall fix, shall be effective unless the trustee or Tenant cures, or gives adequate assurance of deemed a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenantrejection, and gives adequate assurance of future performance under this Lease, including but not limited the Trustee shall immediately surrender the Leased Premises to a reasonable Security Deposit as determined by Landlord. This Lease may not be assigned by assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, Receiver, or Tenant, as a debtor in possession, acting in accordance with the trustee provisions contained in this Subsection, shall not under any circumstances require Landlord to provide services or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of all of the terms and conditions supplies incidental to this Lease before any assumption of this Lease, including but not limited to unless Landlord shall be compensated under the submission of satisfactory current, audited financial statements. The rejection terms of this Lease by Tenant for any services and supplies provided under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenant. Upon the occurrence of any before such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to Tenantassumption.

Bankruptcy and Insolvency. If In the tenancy shall be taken in execution or by other process event of lawany receivership, or if Tenant shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolventbankruptcy, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made of Tenant’s property for the benefit of creditors, Tenant shall be in default under this Leasereorganization or arrangement with creditors, and, whether or not pursuant to the extent permitted by applicable bankruptcy law, Landlord shall be entitled to exercise any the sale of all or all remedies set forth in this Lease. This Lease shall be deemed to have been rejected and terminated unless the trustee or Tenant assumes this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code or within such other time as maybe provided under the Code. Tenant acknowledges that in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenant, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of substantially all of the terms assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and conditions except as otherwise provided in Section 3 will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of this Leasethe Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, including any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Senior Collateral has been terminated. If the Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not limited the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the submission Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of satisfactory currentcash collateral or to provide post-petition financing to the Borrower, audited financial statements. The rejection of this Lease by Tenant under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. Subordinated Creditor shall constitute a substantial default and breach of this Lease by Tenant. Upon not object to the occurrence of any such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to Tenantsame or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. If the tenancy estate created hereby shall be taken in execution execution, or by other process of law, or if Tenant shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolvent, according to law, or if a any receiver shall be appointed for the business and property of Tenant’s property, or if an any assignment shall be made of Tenant’s property for the benefit of creditorscreditors (and as to such matters involuntarily taken against Tenant, Tenant shall has not within sixty (60) days thereof obtained a release or discharge therefrom), then this Lease may be in default under this Leasecanceled at the option of Landlord. If, and, to the extent permitted by applicable as a matter of law, Landlord shall be entitled has no right upon the bankruptcy of Tenant to exercise any terminate this Lease then, the rights of Tenant, as debtor, or all remedies set forth in this Lease. This Lease its trustee, shall be deemed to have been abandoned or rejected and terminated unless the trustee Tenant, as debtor, or Tenant assumes this Lease its trustee, (a) within sixty (60) days after the filing date of a proceeding the order for relief under Chapter 7 of the Federal Bankruptcy Code or within such other time as maybe provided sixty (60) days after the date the petition is filed under Chapter 11 of the Code. Tenant acknowledges that Bankruptcy Code assumes in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its writing the obligations under this Lease. No election by a trustee , (b) cures or Tenant to assume adequately assures the cure of all defaults existing under this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of on Tenant’s part within such sixty (60) days, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided (c) furnishes adequate assurance of future performance of all the obligations of Tenant under this Lease. Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the costs of such cure. Adequate assurance of future performance of the terms Tenant’s obligations under this Lease means increasing the letter of credit amount by an amount equal to six (6) Monthly Installments of Fixed Rent. Tenant shall not be permitted to assume and conditions of assign this Lease, including but not limited Lease in connection with any bankruptcy or insolvency proceedings without full and complete compliance with the following provisions: (a) Landlord is provided with the following information regarding the party desiring to assume the submission of satisfactory current, Lease (“Assumptor”) which Landlord in its sole and absolute discretion deems sufficient (1) organizational information regarding the Assumptor (2) audited financial statements. The rejection of this statements for the three Xxxxxxxxxx Xxxxx — Color Kinetics Expansion Space Lease by Tenant under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenant. Upon the occurrence of any such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to Tenant.(BWOP2)

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

Bankruptcy and Insolvency. If Each Subordinated Creditor agrees that, in the tenancy shall be taken in execution or by other process event of lawany receivership, or if Tenant shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolventbankruptcy, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made of Tenant’s property for the benefit of creditors, Tenant shall be in default under this Leasereorganization or arrangement with creditors, andwhether or not pursuant to bankruptcy law (each, to CapitalSource/Global Employment Subordination Agreement an “Insolvency Event”), the extent permitted by applicable law, Landlord shall be entitled to exercise any sale of all or all remedies set forth in this Lease. This Lease shall be deemed to have been rejected and terminated unless the trustee or Tenant assumes this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code or within such other time as maybe provided under the Code. Tenant acknowledges that in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenant, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of substantially all of the terms assets of any Obligor, dissolution, liquidation or any other marshalling of the assets or liabilities of any Obligor, it will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of such Obligor in respect of the Subordinated Indebtedness and conditions will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of this Leasesuch Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, including any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been Paid in Full and the Senior Lender’s Lien in the Collateral has been terminated. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for each Subordinated Creditor, may take such action on each Subordinated Creditor’s behalf (provided that the Senior Lender may only file claims and proofs of claim in respect of the Subordinated Indebtedness if there shall remain not more than 30 days before such action is barred, prohibited or otherwise cannot be taken). Each Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for such Subordinated Creditor (which appointment is coupled with an interest) with the power but not limited the duty, upon the occurrence, and during the continuance, of an Insolvency Event, to demand, sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of any Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein, and each Subordinated Creditor agrees that it will execute and deliver to the submission Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. Each Subordinated Creditor agrees that, if the Senior Lender desires to permit the use of satisfactory currentcash collateral or to provide post-petition financing to any Obligor, audited financial statements. The rejection such Subordinated Creditor shall not object to the same on the grounds that its interests are not being adequately protected; provided that such Subordinated Creditor is granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of this Lease by Tenant under the Bankruptcy CodeSenior Lender, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach junior only to the liens or security interests of this Lease by Tenant. Upon the occurrence of any such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to TenantSenior Lender therein.

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

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

Bankruptcy and Insolvency. If In the tenancy shall be taken in execution or by other process event of lawany receivership, or if Tenant shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolventbankruptcy, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made of Tenant’s property for the benefit of creditors, Tenant shall be in default under this Leasereorganization or arrangement with creditors, and, whether or not pursuant to the extent permitted by applicable bankruptcy law, Landlord shall be entitled to exercise any the sale of all or all remedies set forth in this Lease. This Lease shall be deemed to have been rejected and terminated unless the trustee or Tenant assumes this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code or within such other time as maybe provided under the Code. Tenant acknowledges that in entering into this Lease, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease shall be effective unless the trustee or Tenant cures, or gives adequate assurance of a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenant, and gives adequate assurance of future performance under this Lease, including but not limited to a reasonable Security Deposit as determined by Landlord. This Lease may be assigned by the trustee or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of substantially all of the terms assets of the Borrower, dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Indebtedness and conditions of this Lease, including but not limited will hold in trust for the Senior Lender and promptly pay over to the submission Senior Lender in the form received (except for the endorsement of satisfactory currentthe Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, audited financial statementsany and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender’s Lien in the Collateral has been terminated. The rejection of this Lease by Tenant under If the Bankruptcy CodeSubordinated Creditor shall fail to take any such action, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenantthe Senior Lender, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. Upon the occurrence of any of the events described in this paragraph, the Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such event moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of material default claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and breach by Tenantto take such other action in the Senior Lender’s own name or in the name of the Subordinated Creditor as the Senior 8878\85\941071.7 Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, Landlord may terminate this Lease by written notice the Subordinated Creditor shall not object to Tenantthe same or assert that its interests are not being adequately protected.

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

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

Bankruptcy and Insolvency. If In the tenancy event of the filing or commencement of any proceeding by or against Tenant under the Federal Bankruptcy Code (as the same may be amended or recodified from time to time), the trustee, receiver or Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of the following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided "adequate assurance" that such defaults will be taken in execution or by other process of lawpromptly cured; (ii) Landlord is compensated, or if "adequate assurance" is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under this Lease; and (iii) Landlord is provided "adequate assurance" of future performance of all of the covenants, agreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, "adequate assurance" of future performance of the terms and provisions of this Lease shall file a petition in bankruptcy or insolvency, or if Tenant shall be declared bankrupt or insolvent, or if a receiver shall be appointed for Tenant’s property, or if an assignment shall be made include adequate assurance: (a) of Tenant’s property for the benefit source of creditors, Tenant shall be in default Rent and other consideration due under this Lease, andand in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the extent financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, as reasonably adjusted for inflation; (b) that assumption or assignment of this Lease is subject to all the provisions of this Lease; and (c) of the performance of any other requirement hereafter imposed by any law or which landlords or courts are hereafter authorized or permitted by applicable lawlaw to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the Federal Bankruptcy Code, (as the same may be amended or recodified from time to time), the trustee, receiver or Tenant, as debtor in possession, shall timely perform all the obligations of the debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee's or debtor-Tenant's obligations under any other paragraph of this Subsection, and acceptance of performance under this paragraph by Landlord shall be entitled to exercise any not constitute a waiver or all remedies set forth in relinquishment of Landlord's rights under this Lease. This Lease shall be deemed The failure by the Trustee in any case under any chapter of the Bankruptcy Code to have been rejected and terminated unless the trustee assume or Tenant assumes reject this Lease within sixty (60) days after the filing of a proceeding under the Federal Bankruptcy Code order for relief or within such other additional time as maybe provided under the Code. Tenant acknowledges that in entering into this LeaseCourt, Landlord relied upon a determination that Tenant would be able to perform its obligations under this Lease. No election by a trustee or Tenant to assume this Lease for cause, within such sixty (60) day period shall fix, shall be effective unless the trustee or Tenant cures, or gives adequate assurance of deemed a prompt cure of any existing default, compensates or gives adequate assurance of compensation for any pecuniary loss incurred by Landlord arising out of any default of Tenantrejection, and gives adequate assurance of future performance under this Lease, including but not limited the Trustee shall immediately surrender the Leased Premises to a reasonable Security Deposit as determined by Landlord. This Lease may not be assigned by assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, Receiver, or Tenant, as a debtor in possession, acting in accordance with the trustee provisions contained in this Subsection, shall not under any circumstances require Landlord to provide services or Tenant only if Landlord acknowledges in writing that the assignee has provided adequate assurance of future performance of all of the terms and conditions supplies incidental to this Lease before any assumption of this Lease, including but not limited to unless Landlord shall be compensated under the submission of satisfactory current, audited financial statements. The rejection terms of this Lease by Tenant for any services and supplies provided under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. shall constitute a substantial default and breach of this Lease by Tenant. Upon the occurrence of any before such event of material default and breach by Tenant, Landlord may terminate this Lease by written notice to Tenantassumption.