5A(1) Lease for 131 S. Michigan St

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and other amounts due hereunder are independent covenants and Tenant shall have no right to hold back; offset or fail to pay any such amounts for any reason whatsoever, except as may be specifically provided for herein to the contrary, it being understood and acknowledged by Tenant that Tenant's only recourse is to seek an independent action against Landlord. 11.7. Bankruptcy. (a) Assumption of Lease. In the event that Tenant shall become a Debtor under Chapter 7 of the United States Bankruptcy Code (the "Code") or a petition for reorganization or adjustment of debts is Filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11 or I3, the Trustee or Tenant, as Debtor and as Debtor In-Possession, may not elect to assume this Lease unless, at the time of such assumption, the Trustee or Tenant has: Cured or provided Landlord "Adequate Assurance," as defined below, that: A. Within ten (10) days from the date of such assumption the Trustee or Tenant will cure all monetary defaults under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existutg default including, without ]imitation, Landlord's reasonable costs, expenses, accrued interest as set forth in Section 11.2 of the Lease, and attorneys' fees incurred as n result of the default and/or to enforce the teens hereof; B, Within thirty (30) days from the date of such assumption the Trustee or Tenant will cure all non-monetary defaults tinder this Lease; and C. The assumption will be subject in all respects to all of the provisions of this Lease. ii. For purposes of this Section 11.7, Landlord and Tenant hereby acknowledge that, in the context of a bankruptcy proceeding of Tenant that this Loose is a lease of real property within a Building and, at a minimum "Acle;quatc l~ssur~jnce" shall mean; A. Tho Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secm-ed and priority obligations and adnunistrative expenses to assure Landlord that the Trustee or Tenant v~ill have sufficient funds to fulfill the obligations of Tenant under this Lease, and to keep the Leased Premises stocked 7th merchandise and properly staffed with sufficient employees to conduct a fully Operational, actively promoted business in the Leased Premises; B. The baniuptcy court shall have entered an order segregating sufficient cash payable to Landlord, and/or the Trustee or Tenant shall have granted a valid and perfected firs[ lien and security interest and/or mortgage in property of Trustee or Tonant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the 'Trustee or Tenant to cure the monetary and,~or non-monetary defaults under this Lease ~~ithin the time periods set forth above; and C. The Trustee or Tenant at the very Toast shall deposit a sum equal to one (1 }month's Rent to be held by Landlord (without. any allowance for interest thereon) to secure Tenant's future perforn~ance under the Lease. (b) Assierunent of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the provisions of this Section 11.7 for the purpose of assigning Tenant's interest hereunder to any other person or entity, such interest maybe assigned only after the Ttvstee, Tenant or the proposed assignee have complied with all of the terms, covenants and conditions of Section 13.1 herein, including, without Limitation, those with respect to Additional Rent and the use of the Premises only as permitted in Article VII herein; Landlord and Tenant hereby acknowledging that such terms, covenants and conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person o~• entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of