Common use of Consent Required Clause in Contracts

Consent Required. Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall not neither voluntarily nor by operation of law assign, sell, assign encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet all or any part of Tenant’s leasehold estate hereunder, or permit any other person (excepting Tenant’s agents and employees) to occupy the Premises, nor license concessions nor lease departments thereinPremises or any portion thereof, without Landlord’s prior written consent in each instanceconsent, which consent shall be not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment one or subletting more assignments of this Lease or to one or more sublettings of the Premises shall not waive the necessity for constitute a waiver of Landlord’s right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or sublettinghypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. This prohibition The foregoing sentence shall include not apply to: (i) any corporation or partnership which is a prohibition against any subletting reporting company under the Securities Exchange Act of 1934, or assignment by operation of law. If this Lease is assigned (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or the Premises or any part sublet or occupied by anybody other greater than Tenant, ’s net worth on the Effective Date. Tenant shall reimburse Landlord may collect rent from for all of Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the assignee, subtenant or occupant processing and apply the same documentation of any required consent to the rent herein reserved, but no such assignment, subletting, occupancy transfer, change of ownership or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions hypothecation of this Lease, Lease or Tenant’s interest in and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement not to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be exceed One Thousand and 00/100 Dollars ($1,000.001,000) and shall increase by One Hundred and 00/100 Dollars per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto ($100.00to the extent such consent is required hereunder) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesvoid.

Consent Required. Tenant shall not sell, voluntarily assign or encumber its interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet all or sublease any part or all of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld. Any assignment, delayed encumbrance or conditioned provided sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not waive be obligated to approve an assignment or subletting to (x) a current tenant of the necessity for Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against subletting nor the collection of Rent by Landlord from any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody person other than Tenant, Landlord may collect rent from nor the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no application of any such assignment, subletting, occupancy or collection of rent Rent as provided in this Section shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law this Section or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject release Tenant from its obligation to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord obligation to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted pay Rent under Article I of this Lease; 4. The business reputation Any personal guarantee(s) of each assignee or sublessee Tenant's obligations under this Lease shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create remain in full force and effect following any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end Landlord may condition approval of each full Lease Year of the Lease Term. In the event of any an assignment or subletting as provided above, there shall be paid to Landlord, hereunder on an increase in addition to the Minimum Annual Rent and other charges due Landlord pursuant to amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such additional consideration as rights and/or options shall be attributable not run to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over subtenant, it being agreed by the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and parties hereto that any such proposed lease, sublease, license, concession, assignment or other agreement shall rights and options are personal to Tenant named herein and may not be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred.

Consent Required. Tenant Except for a Permitted Transfer, as defined below, Subtenant shall not sell, assign or in any manner transfer this Lease Sublease or any interest thereintherein nor shall Subtenant sublet, nor sublet all license, encumber or permit the Subleased Premises or any part of the Premises, nor license concessions nor lease departments thereinthereof to be used or occupied by others, without Sublandlord's and Master Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Sublandlord and Master Landlord to any assignment or subletting shall not waive the necessity need for Subtenant (and Subtenant's assignee or subtenant) to obtain the consent of Sublandlord and Master Landlord to any subsequent different or further assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than TenantExcept as otherwise provided for in Section 1.2 above, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Leaseset forth in the Master Lease regarding assignments and subletting shall apply, and shall not be effective or deemed valid unlessto the extent there is any Bonus Rents, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance (Rent paid by such assignee or sublessee subtenant in excess of ▇▇▇▇▇▇’s obligations Rent paid by Subtenant hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory ) the Bonus Rent shall first be split per the Master Lease and any Bonus Rent to Landlord of substantial retailing experience in shopping centers of comparable size go to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee Subtenant shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement be split 50/50 with Sublandlord to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to LandlordSublandlord within five (5) days of receipt by Subtenant, in addition minus Subtenant's reasonable costs of such sublease or assignment for broker's fees and attorneys' fees. Notwithstanding the foregoing, except for any Bonus Rent that Sublandlord is required to pay to Master Landlord under the Minimum Annual Rent and other charges due Landlord pursuant to this terms of the Master Lease, such additional consideration as Subtenant shall not be attributable required to the right pay any Bonus Rent to Sublandlord arising out of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such an assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid sublease to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesPermitted Transfer.

Consent Required. Except as provided in Sections 18.02, 18.03 and 18.04 herein, Tenant shall not sell, assign this Lease in whole or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld. It is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, delayed in Landlord’s reasonable business judgment, the quality of the merchandising operation of the proposed assignee or conditioned provided subtenant is not equal to that of the Tenant, the use of the Premises will change, such assignee or subtenant may adversely affect the business of other tenants or the tenant mix in the Entire Premises or Landlord’s ability to obtain percentage rent, the net worth of such assignee or subtenant is less than that of Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in at time of execution of this Lease, or the proposed assignee or subtenant lacks sufficient working capital to operate the business. Consent The consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by anybody any person or entity other than Tenant, Landlord may collect rent Rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent Rent herein reserved, but not no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver on the part of any restrictive covenant contained in this Section 13.1 Landlord, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions Irrespective of any law assignment or statutesublease, includingTenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms covenants and conditions of this Lease. If Tenant assigns this Lease or sublets the Premises, and any rent paid to Tenant in addition to the Rent payable to Landlord as set forth in this Lease shall not be effective paid be paid by Tenant to Landlord as additional rent. If Tenant is a corporation, an unincorporated association or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine percent (49%) shall be deemed valid unless, at an assignment within the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms meaning and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6Section 18.01. Tenant shall pay Landlord an Assignment Fee as reimbursement a non-refundable processing fee of $50.00 (increased each year by the Index) for each requested assignment or sublease to Landlord cover Landlord’s costs. This fee shall accompany any request for administrative and legal expenses assignment or sublease. In addition, Tenant shall pay all costs incurred by Landlord in connection with any reviewing a request to consent to an assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages including all of receipts or sales), Landlord’s attorneys’ and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesaccountants’ fees.

Consent Required. Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinnot, without Landlord’s the prior written consent of Landlord, make any alterations, improvements or additions (sometimes referred to in each instancethis Lease, collectively, as “Alterations”) to the Premises, which consent shall not be unreasonably unreasonably, withheld, delayed conditioned or conditioned provided Tenant and/or its transferee comply with delayed. Alterations to be made to the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge Initial Premises prior to the commencement of the Term or otherwise collaterally transfer its interest made initially to SSB Expansion Space and Early Expansion Space (as those terms are defined under Section 42.01) are referred to in this Lease. Consent by Landlord to any assignment or subletting shall not waive Lease as the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law“Initial Alterations”. If this Lease is assigned Landlord consents to said alterations, improvements or the Premises or any part sublet or occupied by anybody other than Tenantadditions, it may impose such conditions with respect thereto as Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statutedeems reasonable, including, without limitation, the laws governing bankruptcy, insolvency or receivership requiring Tenant to provide reasonable assurance that all costs incurred with respect to such work shall be subject to all terms fully and conditions timely paid, insurance against liabilities which may arise out of this Leasesuch work, and plans and specifications plus permits necessary for such work, requiring Tenant to perform such work at times reasonably designated by Landlord; provided, however, such conditions shall not require Tenant to construct Initial Alterations during particular hours (although reasonable rules and regulations relating to regulating noise, odor and vibration resulting from such construction may be imposed). Notwithstanding the foregoing, Landlord’s consent shall not be effective necessary with respect to Alterations that do not affect the Building systems or deemed valid unlessstructure or the roof skin and (a) are cosmetic in nature (such as paint, at carpet and attached furniture) or (b) which in the time aggregate (together with any reasonably related set of Alterations) cost less than $50,000.00 plus the costs of painting and carpeting related to the particular Alterations. Tenant shall have the right to hire its own contractors, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that it is agreed that it shall not be unreasonable for Landlord to withhold consent to work in the Building by any contractor with whom Landlord has had quality or cooperation issues in the past. It is further understood that Landlord’s consent to the hiring by Tenant of Tenant’s own contractors may be withheld if Landlord’s permitting such hiring might reasonably be expected to adversely affect other construction in the Building or might reasonably be expected to result in a material interruption of services provided to tenants of the Building. Any contractor hired by Tenant shall be appropriately insured as reasonably determined by Landlord. Tenant shall promptly pay to the contractor, when due, the cost of all such work and of all decorating required by reason thereof. In connection with seeking Landlord’s approval, plans and specifications regarding proposed Alterations shall be in such form and with such content as Landlord shall reasonably require and Tenant shall, in addition to all other expenses which Tenant is obligated to pay to Landlord hereunder, reimburse Landlord for all sums reasonably expended for unaffiliated third party consultants’ examination and approval of the architectural and working plans and specifications for the Alterations and, except in connection with the Initial Alterations to the Premises, shall pay Landlord for use of elevators and hoists during the making of the Alterations; provided, however, that Landlord shall have the exclusive right to determine the scheduling of (and shall cooperate reasonably with Tenant to coordinate) the use of such assignment: 1elevators and hoists which shall not be unreasonably withheld, conditioned or delayed. Each assignee Landlord shall review and approve (or sublessee provide comments on) Tenant’s plans and specifications no later than ten (10) business days after submission. If Landlord fails to approve, object to or provide comments on Tenant’s submission of a set of plans and specifications within such ten (10) business day period, then Tenant may deliver a notice to Landlord stating that if Landlord fails to approve, object to or provide comments on such plans within two (2) business days following the delivery of such notice, and in such event, if Landlord fails to so approve, object to or provide comments on such plans within such two (2) business day period, Landlord shall agree, in a written agreement satisfactory be deemed to have approved the submitted set of plans and specifications. If any of the plans and specifications are disapproved by Landlord, to assume Landlord shall provide Tenant with reasonably detailed reasons for such disapproval and abide by the foregoing process shall be repeated until all of the terms plans and provisions specifications shall have been approved or deemed approved by Landlord, except that Landlord’s approval of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size any revisions to the Center plans and specifications submitted in response to Landlord’s comments or objections shall be deemed given unless Landlord submits written comments or objections to Tenant within five (5) business days after receipt thereof, subject to the sale delivery of merchandise a second notice and services permitted under Article I of this Lease; 4Landlord’s failure to approve, object to or provide comments within two (2) business days following Landlord’s receipt thereof. The business reputation of each assignee Except for the reimbursement for third party consultants at commercially reasonable rates, Tenant will not be charged any Landlord supervisory, management or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord review fees in connection with any assignment or sublettingAlterations. The Assignment Fee initially Landlord’s architect and base building contractor will be One Thousand and 00/100 Dollars ($1,000.00) and reasonably cooperate with Tenant to ensure timely completion of Alterations. Upon completion of such work Tenant shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials, all in addition form satisfactory to Landlord. Tenant shall defend and hold Landlord, any mortgagee, the Minimum Annual Rent DOT (defined in Article 33U), the Property and other charges due Landlord the Building harmless from all costs, damages, liens and expenses related to such work. All work done by Tenant or its contractors pursuant to this Lease, such additional consideration as ARTICLES 9 or 10 shall be attributable to the right done in a good and workmanlike manner using only good grades of use materials and occupancy shall comply with all insurance requirements and all applicable laws and ordinances and rules and regulations of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee governmental departments or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesagencies.

Consent Required. Tenant shall The Lessee will not sell, assign allow or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereincause a Transfer, without Landlord’s the prior written consent of the Lessor in each instanceinstance which consent may not be unreasonably withheld. Notwithstanding any statutory provisions to the contrary, which Lessor’s consent shall not be deemed to have been unreasonably withheldwithheld where Lessor refuses consent to a Transfer within twenty-four (24) months of either the Commencement Date or a previous Transfer. Without limiting the generality of the foregoing, delayed or conditioned provided Tenant and/or its transferee comply no Transfer shall be effective and no consent shall be given unless the following provisions have been complied with: i. There is no default of the obligations of the Lessee under this Lease; ii. The Lessee shall have given at least thirty (30) days’ prior written notice of the proposed Transfer and the effective date thereof to the Lessor; iii. A duplicate original of the documents affecting the Transfer shall be given to the Lessor within thirty (30) days after the execution and delivery thereof; iv. The Transferee, except in the case of a Transfer described in Section 12.01(iv), shall have assumed in writing with the Lessor the due and punctual performance and observance of all the agreements, provisions, covenants and conditions set forth in subparagraphs 1-6 hereofhereof on the Lessee’s part to be performed or observed from and after the effective date of the Transfer. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord The Lessee acknowledges that the factors governing the granting of the Lessor’s consent to any assignment or subletting Transfer may include, without limitation, the restrictive clauses entered into with other tenants by the Lessor, the financial background, business history and the capability of the proposed Transferee in the Lessee’s line of business, and the nature of the business practices of the proposed Transferee. The consent by the Lessor to any Transfer shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of lawTransfer. If this Lease is assigned or a Transfer takes place, the Premises or any part sublet or occupied by anybody other than Tenant, Landlord Lessor may collect rent from the assigneeTransferee, subtenant or occupant and apply the same net amount collected to the rent Rent herein reserved, but no such assignment, subletting, occupancy or collection of rent action shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 the requirement to obtain consent or the acceptance of the assignee, subtenant or occupant Transferee as tenantlessee, or a release of Tenant the Lessee or any Indemnifier from the further performance by Tenant the Lessee of any covenants on the part of Tenant the Lessee herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of Notwithstanding any law or statute, including, without limitationTransfer, the laws governing bankruptcy, insolvency or receivership Lessee shall be subject to all terms and conditions of remain fully liable under this Lease, Lease and shall not be effective or deemed valid unlessreleased from performing any of the obligations of the Lessee under this Lease. Any Transfer, if consented to by the Lessor, may at the time of such assignment: 1. Each assignee Lessor’s option be documented by the Lessor or sublessee shall agreeits solicitors, in a written agreement satisfactory and any and all legal costs and the Lessor’s then-standard fee with respect thereto or to Landlord, to assume and abide by all of any documents reflecting the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇Lessor’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size consent to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there Transfer shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (Lessee on demand as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesAdditional Rent.

Consent Required. Tenant shall not sell, voluntarily assign or encumber its interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet all or sublease any part or all of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld. Any assignment, delayed encumbrance or conditioned provided sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar ounce. Landlord shall not waive be obligated to approve an assignment or subletting to (x) a current tenant of the necessity for Building unless no comparable space is available in the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against subletting nor the collection of Rent by Landlord from any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody person other than Tenant, Landlord may collect rent from nor the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no application of any such assignment, subletting, occupancy or collection of rent Rent as provided in this Section shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law this Section or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject release Tenant from its obligation to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord obligation to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted pay Rent under Article I of this Lease; 4. The business reputation Any personal guarantee(s) of each assignee or sublessee Tenant's obligations under this Lease shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create remain in full force and effect following any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end Landlord may condition approval of each full Lease Year of the Lease Term. In the event of any an assignment or subletting as provided above, there shall be paid to Landlord, hereunder on an increase in addition to the Minimum Annual Rent and other charges due Landlord pursuant to amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such additional consideration as rights and/or options shall be attributable not run to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over subtenant, it being agreed by the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and parties hereto that any such proposed lease, sublease, license, concession, assignment or other agreement shall rights and options are personal to Tenant named herein and may not be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred.

Consent Required. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not sell, assign or in any manner transfer this Lease or any interest thereinherein or sublet, nor sublet license, grant any concession, or otherwise give permission to anyone to use, control, license or occupy all or any part of the Premises, nor license concessions nor lease departments therein, Premises (collectively "Assign" or "Assignment") without Landlord’s the prior written consent of Landlord. The sale, assignment, transfer, or disposition, whether for value, by operation of law, gift, will, or intestacy, of (a) twenty-five percent (25%) or more of the outstanding stock of Tenant if Tenant is a corporation, or (b) the interest of any general partner, member, joint venturer, associate, or cotenant, if Tenant is a partnership, limited liability company, joint venture, association, or co-tenancy, shall be deemed an Assignment of this Lease under this Article 17, whether such transfer is legal, equitable, otherwise, or a combination thereof. In case of Assignment of this Lease, Tenant shall not misrepresent ownership of Landlord’s Equipment by business and must disclose that Landlord controls the title to all equipment purchased and installed for the purposes of Tenant Improvement. 17.1 If Tenant or any guarantor of this Lease is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance, or transfer, cumulatively or in each instanceone transaction, of any voting stock by Tenant or any guarantor of this Lease or the stockholders of record of any of them, which consent results in a change in the voting control of Tenant or any guarantor of this Lease, shall constitute an Assignment of this Lease and shall be subject to Landlord's prior approval, such approval shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply withheld along with the other conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in of this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of lawSection 17.1. If Tenant or any guarantor of this Lease is assigned a joint venture, partnership or other association, then for all purposes of this Section 17.1, the sale, issuance or transfer, cumulatively or in one transaction, within any five-year period of either voting control or of a twenty-five percent (25%) or greater interest, or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver termination of any restrictive covenant contained in limited liability company, joint venture, partnership or other association, shall constitute an Assignment of this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of Lease and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms Landlord's prior approval and the other conditions of this LeaseSection 17.1. Notwithstanding the foregoing, and if at any time Tenant or any guarantor is a publicly-traded company listed on the New York Stock Exchange or other similar recognized national stock exchange, transactions with respect to its securities effected through such stock exchange shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions constitute an Assignment of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I Lease for purposes of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesArticle 17.

Consent Required. Tenant shall not sell, voluntarily assign or encumber its interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet all or sublease any part or all of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld. Any assignment, delayed encumbrance or conditioned provided sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conduced by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not waive be obligated to approve an assignment or subletting to (x) a current tenant of the necessity for Building unless no comparable space is available in the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against subletting nor the collection of Rent by Landlord from any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody person other than Tenant, Landlord may collect rent from nor the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no application of any such assignment, subletting, occupancy or collection of rent Rent as provided in this Section shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law this Section or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject release Tenant from its obligation to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord obligation to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted pay Rent under Article I of this Lease; 4. The business reputation Any personal guarantee(s) of each assignee or sublessee Tenant's obligations under this Lease shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create remain in full force and effect following any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end Landlord may condition approval of each full Lease Year of the Lease Term. In the event of any an assignment or subletting as provided above, there shall be paid to Landlord, hereunder on an increase in addition to the Minimum Annual Rent and other charges due Landlord pursuant to amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such additional consideration as rights and/or options shall be attributable not run to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over subtenant, it being agreed by the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and parties hereto that any such proposed lease, sublease, license, concession, assignment or other agreement shall rights and options are personal to Tenant named herein and may not be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred.

Consent Required. (a) Neither Tenant shall not nor any sublessee (at any tier) or assignee of Tenant shall, directly or indirectly, voluntarily or by operation of law, sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of the PremisesPremises or Tenant’s leasehold estate hereunder (each such act is herein referred to as an “Assignment”), nor license concessions nor lease departments thereinor sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is herein referred to as a “Sublease”), without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld; provided, delayed or conditioned provided Tenant and/or its transferee comply however, that no Event of Default has occurred and is then continuing, nor has any event occurred which with the conditions set forth giving of notice or the passage of time, or both, would constitute a default hereunder. Any Assignment or Sublease that is not in subparagraphs 1-6 hereofcompliance with this Section 18 shall be void. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The acceptance of Rent by Landlord to any assignment from a proposed assignee, sublessee or subletting occupant of the Premises shall not waive the necessity for constitute consent to any subsequent assignment Assignment or sublettingSublease by Landlord. This prohibition In the event Landlord approves any Assignment or Sublease, fifty percent (50%) of the excess, after amortization of the reasonable cost of (i) leasing commissions, (ii) attorneys’ fees and (iii) tenant improvement costs actually incurred by Tenant in connection with such Sublease or Assignment, of the total amount of rent and other consideration paid under or in consideration for any such Sublease or Assignment over the Rent payable hereunder, shall include a prohibition against any subletting or assignment by operation be payable to Landlord as Additional Charges. (b) Notwithstanding anything to the contrary contained in Section 18.1(a) above, upon prior written notice to Landlord, and provided that the Tenant Affiliate (as defined below) agrees to assume all of law. If Tenant’s obligations under this Lease, Tenant shall have the right (to be exercised no more than three (3) times during the Term) to assign this Lease is assigned or to sublease the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same thereof to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and Affiliate in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00Section 18.1(b) and shall increase by One Hundred and 00/100 Dollars ($100.00Section 18.2(b) at the end of each full Lease Year of the Lease Termbelow. In the event of any Tenant proposes to enter into such an assignment or subletting as provided abovesublease with a Tenant Affiliate, there then Tenant shall provide Landlord with the information required to be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord delivered pursuant to this Lease, such additional consideration as shall be attributable Section 18.2(a) below prior to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding entering into such assignment or sublettingsublease. As used herein, a “Tenant Affiliate” shall mean an entity that (A) controls, is controlled by or is under common control with, Tenant, or (iiiB) acquires all or substantially all of the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent business and assets of Tenant or results from a merger or consolidation with Tenant; and a party shall be paid deemed to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable “control” another party for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization purposes of the Premises shall enter into any lease, sublease, license, concession, assignment aforesaid definition only if the first party owns more than fifty percent (50%) of the stock or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part beneficial interests of the Premisessecond party.

Consent Required. (a) Subject to section 10.4, the Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of effect a Transfer without the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, of the Landlord which consent shall may not be unreasonably withheld, delayed or conditioned provided Tenant and/or conditioned. In determining whether or not to grant its transferee comply with consent, it shall not be unreasonable for the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment withhold its consent if: (i) the Transferee does not have a history of successful business operations in the business to be conducted in the Premises and a good credit rating; or (ii) there is a history of defaults under commercial leases by the Transferee, or subletting by companies or partnerships of which the Transferee was a principal shareholder or partner at the time of the defaults. The Tenant shall not waive deliver to the necessity for consent Landlord such information as the Landlord may reasonably require to any subsequent assignment or subletting. allow the Landlord to satisfy itself as to the foregoing. (b) This prohibition against a Transfer shall be construed to include a prohibition against any subletting or assignment Transfer by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than TenantTenant effects a Transfer, the Landlord may collect rent Rent from the assignee, subtenant or occupant Transferee and apply the same net amount collected to the rent herein reservedRent reserved in this Lease, but no such assignment, subletting, occupancy or collection of rent shall be deemed to be a waiver of any restrictive this covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant Transferee as tenant, Tenant or a release of the Tenant from its obligations hereunder. Notwithstanding any Transfer, except as may be otherwise expressly agreed to in writing by the performance by Landlord, the Tenant and any Indemnifier shall remain jointly and severally liable on this Lease and shall not be relieved of any covenants on the part of Tenant herein containedtheir respective obligations hereunder. Any assignment: (a) as consent by the Landlord to which any Transfer shall not constitute a waiver of the requirement for consent by the Landlord has consented; to any subsequent Transfer by either the Tenant or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or any Transferee. (c) which is made Any consent granted by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership Landlord shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignmentTenant causing the Transferee to execute an agreement directly with the Landlord agreeing: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord(i) if the Transferee is an assignee, to assume and abide be bound by all of the terms and provisions of contained in this Lease, including those which govern as if the Permitted Uses of Transferee had originally executed this Lease as Tenant; or (ii) if the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted Transferee is a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord subtenant or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy occupant of the Premises, whenever to do nothing, either by act or omission, that would cause the same is receivable by Tenant, together with, as additional rent, the greatest Tenant to be in default of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required its obligations under this Lease, . Such agreement and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization consent of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on Landlord to a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement Transfer shall be absolutely void prepared by the Landlord or its solicitors and ineffective as a conveyance of any right or interest in all reasonable legal and administrative costs with respect thereto shall be borne by the possession, use, occupancy or utilization of any part of the PremisesTenant.

Consent Required. Tenant (a) Lessee shall not sellnot, without Lessor's prior written consent, (i) assign or in any manner transfer convey this Lease or any interest therein, nor under it; (ii) sublet all the leased premises or any part thereof; (iii) amend a sublease previously consented to by Lessor; or (iv) permit the use or occupancy of the Premisesleased premises or any part thereof by anyone other than Lessee. If Lessee proposes to assign the Lease or enter into any sublease of the leased premises, nor license concessions nor lease departments thereinLessee shall deliver written notice thereof to Lessor, without Landlord’s together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior written consent in each instanceto the effective date of the proposed assignment, which consent or the commencement date of the term of the proposed sublease. Any proposed assignment or sublease shall not be unreasonably withheldexpressly subject to all of the terms, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in and covenants of this Lease. Consent Any proposed assignment shall contain an express written assumption by Landlord assignee of all of Lessee's obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Lessee under the terms of Section 6.2 hereof, (ii) provide for a copy to Lessor of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Lessor. (b) Lessor's consent to any assignment or subletting shall not waive the necessity for unreasonably be withheld. In making its determination as to whether to consent to any subsequent proposed assignment or sublease, Lessor may consider, among other things, the creditworthiness and business reputation of the proposed assignee or sublessee, the intended manner of use of the leased premises by the proposed assignee or sublessee, the estimated vehicular traffic on or about the leased premises which would be generated by the proposed assignee or sublessee or by its manner of use of the leased premises, and any other factors which Lessor may reasonably deem relevant. Lessee's remedy, in the event that Lessor shall unreasonably withhold its consent to an assignment or subletting, shall be limited to injunctive relief or declaratory judgment and in no event shall Lessor be liable for damages resulting therefrom. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same Lessor agrees to promptly stipulate to the rent herein reserved, but no facts in any such assignment, subletting, occupancy proceedings for injunctive relief or collection of rent declaratory judgment. No consent by Lessor to any assignment or subletting shall be deemed to be a waiver of consent to any restrictive covenant contained in this Section 13.1 further assignment or the acceptance of the assignee, subtenant subletting or occupant as tenant, or a release of Tenant from the performance by Tenant of to any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or sub-subletting. (c) which is made by reason In the event that Lessee proposes to assign the Lease or to enter into a sublease of and all or substantially all of the leased premises, Lessor shall have the right, so long as the First Mortgagee shall consent in accordance with the provisions writing thereof, in lieu of any law or statuteconsenting thereto, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of terminate this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all as of the terms and provisions of this Lease, including those which govern the Permitted Uses effective date of the Premises as described in Article I herein; 2. Each assignee proposed assignment or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use commencement date of the Premises proposed sublease, as the case may be. Lessor may exercise said right by each assignee or sublessee shall not violategiving Lessee written notice thereof within twenty (20) days after receipt by Lessor of Lessee's notice, or create any potential violation given in compliance with Article 20 hereof, of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any proposed assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termsublease. In the event that Lessor exercises such right, Lessee shall surrender the leased premises on the effective date of any assignment or subletting as provided above, there the termination and this Lease shall be paid to Landlordthereupon terminate. Lessor may, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Leaseevent of such termination, such additional consideration as shall be attributable to enter into a lease with any proposed assignee or sublessee for the right of use and occupancy leased premises. 18 (d) In the event that Lessee subleases only a portion of the Premisesleased premises, whenever the same is receivable by Tenant, together withLessee shall pay to Lessor monthly, as additional rentrent hereunder, fifty percent (50%) of the greatest of (i) the excess, if any, of amount calculated by subtracting from the rent and other charges and consideration payable from time to time by the sublessee to Lessee for said space, the amount of rent payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease Lessee to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required Lessor under this Lease, allocated (based on the relative rentable square foot area of the total leased premises and Tenant of that portion of the leased premises so subleased by Lessee) to the subleased portion of the leased premises. (e) No permitted assignment shall remain primarily liable for such paymentsbe effective and no permitted sublease shall commence unless and until any default by Lessee hereunder shall have been cured. Notwithstanding any No permitted assignment or subletting, Tenant subletting shall remain fully relieve Lessee from Lessee's obligations and agreements hereunder and Lessee shall continue to be liable on this Lease as a principal and for not as a guarantor or surety to the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, same extent as though no assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessubletting had been made.

Consent Required. Tenant shall may not sell, assign or in any manner otherwise transfer this Lease or any interest thereinMaster Lease, nor sublet all may control of Tenant be assigned or any part of the Premises, nor license concessions nor lease departments thereintransferred to another person, without Landlord’s prior written consent in each instanceconsent, which consent except that Tenant may without consent: A. transfer or assign this Master Lease to an affiliate or subsidiary of Tenant. Tenant’s rights and obligations hereunder shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent pass to such successor only upon receipt by Landlord within 30 days of closing of such transaction, of written notice of such transfer or assignment, together with a written, executed document binding on such affiliate or subsidiary accepting the terms of this Master Lease and assuming all of Tenant’s obligations and liabilities thereunder, and true copies of the assignment documents; B. transfer or assign this Master Lease to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting purchaser of Tenant’s communications systems that utilize City Sites, whether such transfer or assignment is structured as a merger, acquisition of stock, sale of all or substantially all assets, or otherwise. Tenant’s rights and obligations hereunder shall pass to such successor only upon receipt by operation Landlord within 30 days of law. If this Lease is assigned closing of such transaction, of written notice of such transfer or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, sublettingtogether with a written, occupancy or collection executed document binding on such purchaser accepting the terms of rent shall be deemed a waiver this Master Lease and assuming all of any restrictive covenant contained in this Section 13.1 or the acceptance Tenant’s obligations and liabilities thereunder, and true copies of the assigneeassignment; and DRAFT C. mortgage any or all its property, subtenant or occupant as tenantrights, privileges and franchises, or a release to enter into any merger, consolidation, or sale of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and its assets substantially in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and their entirety in the sale City of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease TermSan Antonio area. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingan instance, Tenant shall remain fully liable provide Landlord with advance written notice of merger, consolidation or sale and, within 30 days of closing such transaction, a written, executed document binging on such successor party accepting the terms of this Master Lease and for the performance assuming all of all terms, covenants Tenant’s obligations and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales)liabilities thereunder, and that any such proposed lease, sublease, license, concession, true copies of assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesdocuments.

Consent Required. Except in connection with a Permitted Transfer, Tenant shall not neither voluntarily nor by operation of law assign, sell, assign encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet all or any part of Tenant's leasehold estate hereunder, or permit any other person (excepting Tenant's agents and employees) to occupy the Premises, nor license concessions nor lease departments thereinPremises or any portion thereof, without Landlord’s 's prior written consent in each instanceconsent, which consent shall be not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment one or subletting more assignments of this Lease or to one or more sublettings of the Premises shall not waive the necessity for constitute a waiver of Landlord's right to require consent to any subsequent assignment, subletting or other transfer. If Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or sublettinghypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this section and the sale of all or substantially all of the assets of Tenant shall be deemed an assignment within the meanings and provisions of this section. This prohibition The foregoing sentence shall include not apply to: (i) any corporation or partnership which is a prohibition against any subletting reporting company under the Securities Exchange Act of 1934, or assignment by operation of law. If this Lease is assigned (ii) a sale to an entity with a net worth, as designated in its most recent financial statement (no older than 3 months), equal to or the Premises or any part sublet or occupied by anybody other greater than Tenant, 's net worth on the Effective Date. Tenant shall reimburse Landlord may collect rent from for all of Landlord's reasonable costs and attorneys' fees incurred in conjunction with the assignee, subtenant or occupant processing and apply the same documentation of any required consent to the rent herein reserved, but no such assignment, subletting, occupancy transfer, change of ownership or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions hypothecation of this Lease, Lease or Tenant's interest in and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement not to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be exceed One Thousand and 00/100 Dollars ($1,000.001,000) and shall increase by One Hundred and 00/100 Dollars per request plus reasonable out-of-pocket expenses payable to third parties. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received Landlord's consent thereto ($100.00to the extent such consent is required hereunder) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesvoid.

Consent Required. Tenant shall not sell, assign assign, mortgage, pledge or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instance, which consent shall not be unreasonably withheld, withheld or delayed or conditioned provided Tenant and/or and its proposed assignee, sublessee or other transferee comply with and otherwise satisfy the terms and conditions set forth in of subparagraphs 1-#1 through #6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Leasebelow. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of lawlaw other than as provided in section 13.3 below. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: assignment (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses permitted uses of the Premises as described in Article I VIII herein;; and 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord of not less than Tenant's net worth existing as of the Commencement Date or the date immediately prior to be sufficient to assure the future performance by date of such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder;transfer, whichever is greater; and 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I VIII of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards;; and 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and. 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) after first deducting the highest Percentage Rent payable under the Lease reasonable and documented out-of-pocket costs and expenses actually incurred by Tenant during the three (3) Lease Years immediately preceding to procure such assignment or sublettingsubletting including, without limitation, legal fees and costs, brokerage commissions, and inducements and concessions to the subtenant or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Dateassignee related to such subletting or assignment. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Anything contained in the foregoing provisions of this Section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment concession or other agreement for use, occupancy or utilization for of space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.for

Consent Required. (a) Notwithstanding and without in any way affecting or limiting the interpretation of the foregoing, it is agreed that it shall be reasonable for Landlord to withhold its consent to a Transfer unless it is shown to Landlord’s satisfaction that: (i) the proposed Transferee has a good business and personal reputation; (ii) the proposed Transferee and its principal shareholders have not been bankrupt or the holder of twenty (20%) percent or more of the issued shares of any class of shares of a corporation or of an interest in a partnership, either of which has been bankrupt in the ten (10) years preceding the date of the proposed Transfer; (iii) the proposed Transferee and its principal shareholders have good financial strength at least equal to that of the Tenant shall at the Commencement Date and as at the date of the request for Landlord’s consent to the Transfer, and have financial strength at least sufficient to satisfy all of the obligations of the Tenant hereunder; (iv) the Transferee is not sell, assign an existing occupant of any part of the Property or in any manner transfer way affiliated with an existing occupant; (v) the Transferee has not then recently been a prospect involved in bona fide negotiations with Landlord respecting the leasing of any premises in the Property or in any way affiliated with such bona fide prospect; (vi) the Transfer or use or occupancy of the Leased Premises by the Transferee would not result in a breach of any agreement by which Landlord is bound with respect to any part of the Property; (vii) the Tenant is not in default under this Lease or any interest therein, nor sublet all other agreement affecting the Leased Premises; and (viii) without affecting the interpretation of Section 3.2(b) or any part other provision hereof, the business proposed to be carried on by the Transferee on the Leased Premises will not be incompatible with the uses of other tenants of the Property, and will not be more burdensome on the Property, in terms of parking requirements or any other factor, than the business previously carried on by the Tenant on the Leased Premises. (b) If Landlord withholds, nor license concessions nor lease departments thereindelays or refuses to give consent to any Transfer, without Landlord’s prior written consent in each instancewhether or not Landlord is entitled to do so, which consent Landlord shall not be unreasonably withheld, delayed liable for any losses or conditioned provided damages in any way resulting therefrom and the Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent be entitled to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If terminate this Lease is assigned or exercise any other remedy whatever in respect thereof except to seek the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or jurisdiction compelling Landlord to grant any such consent which Landlord is obliged to grant pursuant to the terms of this Lease. (c) No Transfer may be made other than pursuant to an agreement in writing of which a copy is made by reason of and in accordance given to Landlord together with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1request for consent. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and The provisions of this LeaseArticle VII shall apply to any Transfer which might occur by inheritance or operation of law. (d) No Transfer may be made where any portion of Rent is lower than that provided for herein or otherwise on terms more favourable to the Transferee than the terms set forth herein. (e) It shall be a condition of any Transfer that any Transferee first agrees with the Landlord in writing to be bound by the terms of this Lease (but, including those which govern in the Permitted Uses case of a sublease, only to the extent of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable Transferee under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or salesits sublease agreement), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Except as otherwise expressly provided herein, Tenant shall not sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of its interest in or rights with respect to the PremisesPremises or its leasehold estate (collectively, nor license concessions nor lease departments therein“Assignment”), or permit all or any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion of the Premises (collectively, “Sublease”) in either case without Landlord’s prior written consent in each instanceconsent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned provided delayed. Landlord agrees that the offer and sale by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises (or any part sublet stockholder or occupied by anybody member of Tenant) of any stock or other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same membership interests pursuant to an effective registration statement filed pursuant to the rent herein reserved, but no such assignment, subletting, occupancy Securities Act of 1933 or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as pursuant to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions securities laws of the United States or any law or statute, including, without limitation, the laws foreign country governing bankruptcy, insolvency or receivership publicly-traded companies shall be subject to all terms and conditions not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. In the event that the ownership interests of Tenant cease to be effective publicly-traded, the transfer of fifty percent (50%) or deemed valid unless, at the time more of such assignment: 1ownership interests in Tenant to other than an Affiliate or Successor Entity after such time as the ownership interests of Tenant cease to be publicly-traded shall be deemed an Assignment. Each assignee or sublessee No Assignment shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all relieve Tenant of the terms and provisions of Tenant’s primary liability under this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee A consent to one Assignment or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee Sublease shall not violateconstitute consent to any further Assignment or Sublease. If Landlord consents to any Assignment or Sublease, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to reimburse Landlord for administrative the reasonable out-of-pocket attorneys’ fees and legal expenses incurred by Landlord in connection consenting to such Assignment or Sublease. Tenant shall furnish Landlord with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year a copy of the Lease TermAssignment or Sublease. In the event case of any assignment Assignment or subletting Sublease as provided aboveto which Landlord may consent (and expressly excluding any Assignment or Sublease permitted under Subsection 4.10.2 hereof) Tenant agrees that fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined) actually received by Tenant, there if any, shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as . The “Assignment/Sublease Profits” shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of (a) the rent “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Base Rent and other charges payable by the assignee or sublessee over the Minimum Annual Additional Rent and other charges payable under provided in this Lease (provided, however, that for the Lease to Landlord by Tenant pursuant to this Lease, (ii) purpose of calculating the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase Assignment/Sublease Profits in the Consumer Price Index (as defined below) since case of a Sublease, appropriate pro-rations in the Commencement Date. Such additional rent applicable Base Rent, Additional Rent and other charges under this Lease shall be paid to Landlord concurrently with made based on the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization percentage of the Premises subleased and on the terms of the Sublease). The “Assignment/Sublease Net Revenues” shall enter into be the fixed rent, additional rent and all other charges and sums actually received by Tenant either initially or over the term of the Sublease or Assignment, exclusive of amounts paid to Tenant for the purchase or lease of property or equipment of Tenant and after deducting all reasonable and actual out-of-pocket expenses incurred by Tenant in procuring such Assignment or Sublease, including broker fees and legal fees (if any) paid by Tenant, any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in improvements which Tenant makes to the applicable portion of the Premises which provides at Tenant’s expense in connection with such Assignment or Sublease, any buy-out of the Assignee’s or Sublessee’s existing lease paid for rental by Tenant as a part of such transaction, the amount of any reasonable improvement allowance or moving expenses paid by Tenant to the proposed assignee or subtenant, costs of advertising the space for sublease or assignment, and any other payment for such use, occupancy, costs reasonably paid in assigning this Lease or utilization based in whole subletting the transferred space or in part on negotiating or effectuating the net income Assignment or profits derived by Sublease. Landlord shall not be entitled to any person from the part leased, used, occupied sums due under this Subsection 4.10.1 until Tenant has fully recovered or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest been credited its costs in the possession, use, occupancy or utilization of any part of the Premisesconnection therewith.

Consent Required. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not sell, assign or in any manner transfer this Lease or any interest thereinherein or any right or privilege appurtenant hereto or sublet, nor sublet license, grant any concessions, or otherwise give permission to anyone other than Tenant to use or occupy all or any part of the Premises, nor license concessions nor lease departments thereinPremises (hereinafter sometimes referred to as a “Transfer”), without the prior written consent of Landlord,. Any actual or attempted Transfer without the Landlord’s prior written consent or otherwise in each instanceviolation of the terms of this Lease shall, at Landlord’s election, be void and shall confer no rights upon any third person, and shall be a non-curable default under this Lease which consent shall entitle Landlord to terminate this Lease upon ten (10) days’ written notice to Tenant at any time after such actual or attempted Transfer without regard to Landlord’s prior knowledge thereof. The acceptance of rent by Landlord from any person or entity shall not be unreasonably withheld, delayed deemed to be a waiver by Landlord of any provision of this Lease or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Leaseconsent to any Transfer. Consent by Landlord to any assignment one or subletting more Transfers shall not waive the necessity for be deemed to be consent to any subsequent assignment or sublettingTransfer. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or In addition, the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from option to extend the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent term hereunder shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as personal to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this LeaseTenant, and shall not be effective transferred without the prior written consent of Landlord in accordance with the terms of this Article 19. (a) Notwithstanding anything in this Article 19 to the contrary, neither (a) an assignment or deemed valid unlesstransfer of this Lease as a result of a merger, at a consolidation, public offering, and/or sale of all of Tenant’s capital stock and/or assets nor (b) an assignment of this Lease to an Affiliate of Tenant nor (c) transfer of stock to members of the time immediate family of Tenant’s stockholders through gift, will or trust (each of (a), (b), and (c), a “Permitted Transfer”) shall require a prior consent of Landlord, provided, however, the same shall not be binding on Landlord until a fully executed copy of such assignment: 1. Each assignment and/or assumption of this Lease by the assignee or sublessee shall agree, in a written agreement satisfactory have been delivered to Landlord, to and further, provided that: (i) Tenant shall not then be in default under this Lease; (ii) In each instance, the succeeding entity shall assume and abide by in writing all of the terms and provisions obligations of this LeaseLease on the part of Tenant; (iii) In the case of (a) above, including those which govern the Permitted Uses net worth of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a succeeding entity (and any guarantors thereof) immediately following such assignment shall not be less than the net worth of Tenant (and working capital in amounts determined by Landlord to be sufficient to assure any guarantors thereof) as of the future performance by such assignee or sublessee date of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I mutual execution of this Lease; 4. The business reputation (iv) In the case of each (b) above, any such assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use in possession of the Premises shall, during such possession, remain an Affiliate of Tenant; (v) Such assignment or transfer shall in no manner relieve Tenant of any of the obligations undertaken by each assignee it under this Lease; and (vi) The Premises shall continue to be operated solely for the Permitted Use specified in this Lease and consistent with the manner in which the Premises were prior to the effective date of (a) and (b); provided, however, that if at any time thereafter, there is a material or sublessee shall not violateadverse change in the nature, standard or create any potential violation quality of applicable laws, codes or ordinances, nor violate any other agreements affecting the operation at the Premises, Landlord or other tenants reserves the right to declare such change a breach of this Lease, subject to the remedies provided for in the Center; and 6this Lease. Tenant shall pay submit such information as Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year may reasonably require concerning all of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to foregoing for Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises’s files.

Consent Required. Except with respect to a Permitted Transfer (defined in Section 12.05. below), Tenant shall not sellassign, assign sublease, transfer or encumber any interest in any manner transfer this Lease or allow any interest therein, nor sublet all or third party to use any part portion of the PremisesPremises (collectively or individually, nor license concessions nor lease departments therein, a “Transfer”) without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheldconditioned, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenantdelayed, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein containedwithheld if Landlord does not elect to exercise its termination rights under Section 12.02 following. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without Without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and it is agreed that Landlord's consent shall not be effective or deemed valid unless, at the time of such assignmentconsidered unreasonably withheld if: 1. Each assignee a. the proposed transferee's financial condition does not meet the criteria Landlord uses to select Office Area tenants having similar leasehold obligations or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all 's reasonable opinion is not of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I hereingood reputation; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure b. the future performance by such assignee or sublessee of proposed transferee's business is not suitable for the ▇▇▇▇▇▇’s obligations hereunder▇▇ Center considering the business of the other tenants and the ▇▇▇▇▇▇▇▇ Center's prestige, or would result in a violation of another tenant's rights; 3. Each assignee or sublessee has submitted, c. the proposed transferee is a governmental agency; d. Tenant is not in writing, evidence satisfactory to Landlord full compliance with any of substantial retailing experience the terms in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease;; or 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use e. any portion of the ▇▇▇▇▇▇▇▇ Center or Premises by each assignee would likely become subject to additional or sublessee shall not violate, or create any potential violation different Laws as a consequence of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6proposed Transfer. Tenant shall pay not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant's sole remedy shall be an Assignment Fee as reimbursement action to Landlord for administrative and legal expenses incurred enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consel1t by Landlord in connection with to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termsubsequent Transfers. In the no event of shall any assignment Transfer or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee Permitted Transfer release or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by relieve Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required from any obligation under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Tenant shall not sell(a) Any assignment, assign transfer, pledge, mortgage, or in any manner transfer encumbrance of this Lease or any interest thereinof Tenant herein, nor sublet all in whole or in part, and any subletting of the whole or any part of the Premises, nor license concessions nor lease departments therein, Demised Premises is prohibited without Landlord’s the prior written consent of Landlord which may be withheld by Landlord in each instanceits sole discretion. The foregoing prohibition includes any assignment or transfer occurring voluntarily, which involuntarily or by operation of law, as well as any occupancy of the Demised Premises by licensees or concessionaires. Landlord’s failure to respond to such a request within twenty (20) days shall be deemed to be a denial of consent. Any consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any an assignment or other encumbrance of this Lease or to any subletting or use or occupancy of the Demised Premises by others shall apply only to the specific transaction thereby authorized and shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against other encumbrance of this Lease or any subsequent subletting or assignment by operation of law. If this Lease is assigned use or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance Demised Premises by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or others. (b) which Provided Tenant is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and not in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions default of this Lease, and Landlord’s consent to one assignment of the Lease or one subletting of the entire Demised Premises shall not be effective or deemed valid unless, unreasonably withheld provided each of the following conditions are met: (i) Landlord receives at the time least twenty (20) days prior written notice of such assignment:subletting or assignment together with such additional information and documents as Landlord may reasonably request; 1. Each (ii) the financial condition and creditworthiness of the assignee or sublessee shall agreesubtenant is acceptable to Landlord in its business judgment and the assignee or subtenant provides such additional security as Landlord may request; (iii) the assignee and/or subtenant assumes in writing, in a written agreement form and substance satisfactory to Landlord, to assume the performance and abide by observance of all of the terms terms, covenants and provisions of this Lease, including those which govern the Permitted Uses conditions of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each (iv) the assignee or sublessee shall meet subtenant is a subsidiary, affiliate, division or exceed generally acceptable commercial standards; 5. The use corporation which, as of the Premises Lease Date, is controlling, controlled by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Centerunder common control with Tenant; and 6. (v) Tenant shall pay Landlord an Assignment Fee as reimbursement to pays Landlord for administrative all out-of-pocket fees and legal expenses (including reasonable attorney’s fees) incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars , not to exceed $2,500.00 per transaction. ($1,000.00c) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any sale, transfer, encumbrance, subletting or assignment (whether or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to not permitted by this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting), Tenant shall remain fully liable on this Lease for, and for is not released or discharged from, the full performance of all terms, covenants and provisions of Tenant’s obligations under this Lease. (d) Notwithstanding any other provision of this Lease. Neither , Tenant nor may not assign the Lease or sublet the Demised Premises to any person or entity: (i) which is an occupant of the Building, the Tract or any other person having an interest in the possession, use, occupancy or utilization portion of the Neshaminy Interplex; (ii) where pedestrian or vehicular traffic to the Demised Premises shall enter into any leaseor the occupancy load of the Demised Premises would materially increase (such as but not limited to telemarketing, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales)call center, and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.round-the-clock type operations);

Consent Required. Tenant shall not sellnot, assign without the prior consent of Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any manner transfer lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease or any interest thereinLease, nor (iii) sublet all or any part of the Premises, or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises. Landlord may withhold its consent to the assignment or sublease if Tenant is in default under this Lease, if the proposed assignee or sublessee is a tenant in the Project, or if the financial responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord. Landlord will not otherwise unreasonably withhold its consent on any other basis to such an assignment or subletting. Notwithstanding the foregoing and if no default on the part of Tenant has occurred and is continuing, Tenant may assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant’s assets are transferred without first obtaining Landlord’s written consent, if Tenant (a) notifies Landlord at least ten (10) business days prior to the proposed transaction, and (b) provides information satisfactory to Landlord in order to determine the net worth of both the successor entity and of Tenant immediately prior to such assignment, and showing the net worth of the successor to be at least equal to the net worth of Tenant. No consent granted by Landlord shall relieve Tenant of any of its obligations under this Lease, nor license concessions nor lease departments thereinshall it be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord’s reasonable attorneys’ fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesvoid.

Consent Required. This lease is personal to Tenant only and therefore Tenant shall not sell, assign this Lease in whole or in any manner transfer this Lease part and shall not sublet or any interest therein, nor sublet part with or share possession of all or any part of the Premises, nor license concessions nor lease departments thereinshall it grant any concessions, franchises, licences or other rights to others to use any portion of the Premises (all of the foregoing being hereinafter individually or collectively referred to as a "Transfer") without the written consent of the Landlord’s , which written consent is to be obtained in advance from the Landlord such consent not to be unreasonably withheld. If the Tenant has entered into a bona fide arm's length agreement to sell the business conducted at the Premises, Tenant may Transfer this Lease to the purchaser thereunder but only with the prior written consent of Landlord in each instance, which consent shall may not be unreasonably withheld. Notwithstanding and without in any way affecting or limiting the interpretation of the foregoing, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances it is agreed that it shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by be reasonable for Landlord to any assignment or subletting shall not waive the necessity for withhold its consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease Transfer unless it is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same shown to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignmentLandlord's reasonable satisfaction that: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent proposed Transferee has a good business and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, personal reputation; (ii) the highest Percentage Rent payable under proposed Transferee has not been bankrupt or the Lease by Tenant during holder of twenty (20%) percent or more of the three (3) Lease Years immediately preceding such assignment issued shares of any class of shares of a corporation or sublettingof an interest in a partnership, or (iii) the increase either of which has been bankrupt in the Consumer Price Index ten (as defined below10) since years preceding the Commencement Date. Such additional rent shall date of the proposed Transfer; No Transfer may be paid made other than pursuant to an agreement in writing of which a copy is given to Landlord concurrently together with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable request for such paymentsconsent. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and The provisions of this Lease. Neither Tenant nor Article XIV shall apply to any other person having an interest in the possession, use, occupancy Transfer which might occur by inheritance or utilization operation of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premiseslaw.

Consent Required. (a) Tenant shall not selltransfer, mortgage, grant a security interest in, encumber, or assign or in any manner transfer this Lease Lease, or any interest therein, nor sublet or sublease all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior advance written consent in each instanceconsent, which consent in the case of an assignment or sublease, shall not be unreasonably withheldwithheld or delayed; provided, delayed however, Landlord may withhold its consent to the granting of a security interest in, or conditioned provided Tenant and/or its transferee comply with the conditions set forth mortgaging of, Tenant’s leasehold estate, or any interest therein, in subparagraphs 1-6 hereofLandlord’s sole discretion. Under no circumstances Assignments requiring Landlord’s consent shall Tenant include, and be deemed to mean, without limitation, an imposition (whether or not consensual) of a lien, mortgage, pledge or otherwise collaterally transfer its encumbrance upon Tenant’s interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive Lease (the necessity for consent to any subsequent assignment which Landlord may withhold in its sole discretion as provided above), an arrangement (including, without limitation, management agreements, concessions and licenses) that allow the use and occupancy of all or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation part of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody anyone other than Tenant, a transfer of voting control of Tenant (if Tenant is a corporation) and a transfer of more than fifty percent (50%) of the interest in the capital of Tenant if Tenant is a partnership or limited liability company. Notwithstanding the foregoing, Tenant has informed Landlord may collect rent from that Tenant intends to provide office space integrated within the assigneevarious business units of Tenant located throughout the Premises for use by independent consultants of Tenant, subtenant and Landlord acknowledges that such arrangement shall not be deemed an assignment requiring Landlord’s consent under this Section 12.1(a) so long as such independent consultants use such portions of the Premises solely for the purpose of serving Tenant and Tenant’s business objectives. On sublease and assignment, Tenant will be responsible for any and all reasonable documented costs that Landlord incurs in connection with its review and/or approval of such sublease or occupant and apply the same assignment, including, but not limited to, reasonable attorneys’ fees. (b) Notwithstanding anything to the rent herein reservedcontrary in Section 12.1(a) herein, but no such assignment, subletting, occupancy or collection of rent Tenant shall be deemed permitted to encumber with a waiver first-lien security interest any equipment, furniture, inventory or other personal property located in the Premises which (i) is owned by Tenant; (ii) is not permanently affixed to the Premises and does not otherwise constitute “real property” improvements; (iii) is not central to the operation of the mechanical, electrical or other systems located in the Premises (independent of Tenant’s particular use of the Premises) and (iv) with respect only to the Initial Lease Term, was not constructed or purchased, in whole or in part, directly or indirectly, using the Tenant Improvements Allowance, or any portion thereof, or other funds provided by Landlord (collectively, the “Tenant’s Security Property”). Accordingly, Landlord hereby agrees to subordinate its right in and to Tenant’s Security Property to the lien of any restrictive covenant contained holder of a first-lien security interest in this Section 13.1 and to Tenant’s Security Property; provided, however, such subordination shall not prevent Landlord from exercising any right or the acceptance of the assignee, subtenant or occupant as tenant, or a release of remedy against Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; may be entitled under the terms of this Lease or as may be provided by applicable law, nor shall it prevent Landlord from exercising any rights it may have relative to Tenant’s Security Property, so long as Landlord recognizes the prior right of such first-lien security interest holder in and to Tenant’s Security Property. With respect to any first-lien security interest granted by Tenant hereunder, a three (b) 3)-party agreement shall be entered into among Landlord, Tenant and the holder of such first-lien security interest at the time such first-lien security interest is created, which is required agreement shall contain terms and provisions reasonably satisfactory to Landlord relating to the processes and procedures to be followed by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and such first-lien security interest holder in accordance with the provisions of any law or statuteexercising its rights relative to Tenant’s Security Property, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size relating to the Center and in the sale obligation of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement such first-lien security interest holder to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) provide Landlord with reasonable advance written notice prior to removal of Tenant’s Security Property from the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this LeasePremises, (ii) remove Tenant’s Security Property from the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or Premises after Business Hours and (iii) repair and restore any damage caused to the increase in Premises, the Consumer Price Index (as defined below) since Building and the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments Exterior Common Areas by removal of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person Tenant’s Security Property from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. (a) Tenant shall may not sell, assign or in any manner transfer or grant or suffer any encumbrance of Tenant's interest in, this Lease in whole or any interest thereinin part, nor sublet all or any part portion of the Leased Premises, nor or grant a license concessions nor lease departments thereinconcession or other right of occupancy of any portion of the Leased Premises, without Landlord’s the prior written consent of Landlord in each instance, which The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against It is understood that Landlord may refuse to grant consent to any assignment or subletting by Tenant with or assignment by operation of lawwithout cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent arbitrarily and may not, under any circumstances, be required or compelled to grant such consent. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; This prohibition against assignment or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership subletting shall be subject construed to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with include prohibition against any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase subleasing by One Hundred and 00/100 Dollars ($100.00) at the end operation of each full Lease Year of the Lease Term. In the event of any assignment law, legal process, receivership, bankruptcy or subletting as provided aboveotherwise, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee whether voluntary or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsinvoluntary. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. Neither Tenant nor any other person having an interest , Provided, however, that in the possessionevent Tenant desires to assign this Lease to a third party which is not owned or controlled by Tenant or sublet substantially the entire Leased Premises to such a third party, use, occupancy or utilization then Landlord shall have the option of terminating this Lease on written notice to Tenant given within twenty (20) days after receipt of the Premises shall enter into any lease, sublease, license, concession, request for Landlord's approval to such assignment or other agreement for use, occupancy or utilization for space subletting. (b) The Tenant shall have the obligation to pay a reasonable administrative fee in the Premises which provides for rental or other payment for connection with such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesassignment.

Consent Required. (a) Except with respect to a “Permitted Affiliate Transfer” (as hereinafter defined), Tenant shall not sellnot, assign voluntarily or involuntarily, by operation of law or otherwise: (i) assign, mortgage, pledge, encumber or in any manner transfer this Lease in whole or any interest thereinin part, nor or (ii) sublet all or any part of the Demised Premises, nor license concessions nor lease departments thereinor allow any other person to occupy all or any part thereof, without Landlord’s the prior written consent of Landlord in each instance, the granting of which consent shall not be unreasonably withheld, delayed or conditioned provided conditioned, and any attempt to do any of such acts without such consent shall be null and void and of no effect. Along with Tenant’s request, Tenant and/or its transferee comply with shall pay Landlord Five Hundred and No/100 Dollars ($500.00) to cover Landlord’s expenses in reviewing said request. Provided written notice is given Landlord, a transfer of control of Tenant, including, without being limited to, a transfer of stock or partnership interest or the conditions set forth in subparagraphs 1-6 hereofmerger, consolidation, sale of all or substantially all of the other assets of Tenant or other corporate or other reorganization of Tenant (whether or not Tenant shall be the surviving entity), shall not be deemed an assignment under this Lease and shall not be subject to the provisions of this Article, including the requirement of obtaining Landlord’s prior consent. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Landlord to any assignment assignment, mortgage, pledge, encumbrance, transfer or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting. (b) In the event Tenant desires to assign this Lease or sublet all or a portion of the Demised Premises, Tenant shall advise Landlord of its intention to sublease or assign this Lease. (c) Within fifteen (15) days after receiving such notice, Landlord shall have the right to terminate this Lease if the proposed transaction is an assignment; or as to a sublease, terminate this Lease for only the portion of the Demised Premises to be subleased (the “Subject Premises”). (d) If within said fifteen (15) day period Landlord does not terminate this Lease in the case of a proposed assignment or sublettingterminate the Lease as to the Subject Premises pursuant to Section 15.1(c), Landlord shall not unreasonably withhold its consent to the proposed sublease or assignment. This prohibition Such consent shall include be granted or denied (stating in reasonable detail the reasons for any denial) within fifteen (15) days after Landlord receives a prohibition against any subletting term sheet setting forth the principal economic terms of the proposed sublease or assignment by operation and sufficient information to permit Landlord to determine the acceptability, financial responsibility, and character of lawsubtenant or assignee. If this Lease is assigned Landlord fails or refuses to consent or deny its consent to any such transaction within three (3) business days from receipt of written notice from Tenant following the Premises expiration of the fifteen (15) day period as provided in the immediately preceding sentence, advising Landlord of such failure or any part sublet or occupied by anybody other than Tenantrefusal, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed to have approved such transaction. Such consent shall be deemed to be reasonably withheld if: (i) in the judgment of Landlord the purposes for which the subtenant or assignee intends to use the Demised Premises or Subject Premises are in violation of the terms of this Lease; (ii) Tenant is in default under this Lease beyond any applicable notice and cure period; (iv) the Subject Premises or the remaining balance of the Demised Premises, if any, does not have appropriate means of ingress and egress or is not suitable for normal renting purposes; (v) the proposed subtenant or assignee is a waiver governmental unit; (vi) the assignee or sublessee is not, in the reasonable judgment of Landlord, solvent or does not have unencumbered assets of a value at least equal to twice the projected annual costs of the obligations to be assumed; (vii) in the judgment of Landlord such a sublease or assignment would violate any restrictive covenant term, condition, covenant, or agreement of the Landlord involving the Building, or any other tenant’s lease within it; (viii) the proposed use or occupancy of the Demised Premises or Subject Premises, as the case may be, by the assignee or sublessee would either violate any applicable law, statute, ordinance, code or regulation or would impose any obligation upon Landlord to comply with any of the foregoing or increase Landlord’s obligation to comply with any of the foregoing; or (ix) any such proposed sublease or assignment would cause a breach of the ERISA representations set forth in Section 24.14 below. Notwithstanding anything to the contrary contained in this Section 13.1 Lease, Tenant’s sole right and remedy in any dispute as to whether Landlord’s consent to a proposed sublease or proposed assignment has been unreasonably withheld shall be an action for declaratory judgment or specific performance and Tenant shall not be entitled to any damages if Landlord is adjudged to have unreasonably withheld such consent. (e) If Landlord grants consent to any assignment or sublease hereunder, it shall be upon and subject to the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignmentfollowing terms: (ai) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this LeaseLease shall in no way be deemed modified, abrogated or amended; (ii) Tenant shall pay Landlord a reasonable fee (not to exceed $2,500.00) determined by Landlord for each sublease or assignment submitted; and (iii) the consent shall not be effective deemed a consent to any further subletting or deemed valid unlessassignments by either Tenant, at subtenants or assignees. In addition to the time foregoing conditions, if Tenant shall assign this Lease, the assignee shall expressly assume all obligations of such assignment: 1. Each assignee or sublessee shall agree, Tenant hereunder in a written agreement instrument reasonably satisfactory to Landlord and furnished to Landlord by Tenant not later than fifteen (15) days prior to the effective date of the assignment; if Tenant shall sublease any portion or all of the Demised Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such sublease and in form reasonably satisfactory to Landlord, the written agreement of such subtenant to assume the effect that the subtenant will attorn to Landlord, at Landlord’s option and abide by all written request, in the event this Lease terminates before the expiration of the terms sublease. If Tenant intends to sublease all or a portion of the Demised Premises and provisions received any required approval of the Landlord, Tenant shall provide Landlord with a copy for review of the sublease intended to be executed. Tenant shall not be released from any obligations or liabilities under this Lease as a result of any assignment of this Lease, including those which govern the Permitted Uses Lease or sublet of all or any portion of the Demised Premises. (f) If Tenant shall assign this Lease or sublet all or any portion of the Demised Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size pursuant to the Center and in the sale of merchandise and services permitted under Article I terms of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violateArticle 15, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. then Tenant shall pay Landlord an Assignment Fee as reimbursement additional Rent, fifty percent (50%) of the excess payments or other economic consideration whether denominated as rent or otherwise (together with escalations) payable to Tenant under the sublease or assignment which might be in excess of the Fixed Rent plus Additional Rent payable to Landlord for administrative and legal expenses under this Lease (or, if only a portion of the Demised Premises is being sublet, the excess payments or other economic consideration allocable on a rentable square footage basis to the space sublet), less the costs incurred by Landlord Tenant in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingsublease, including but not limited to brokers and legal fees and the value of all tenant concessions such as, free rent, tenant improvement allowances or any alterations performed by Tenant to accommodate such sublease or assignment. (iiig) Notwithstanding any provisions in this Article to the increase in the Consumer Price Index (contrary, a “Permitted Affiliate Transfer”, as defined below, is permitted without the prior written consent of Landlord, but with prior notice to Landlord. A “Permitted Affiliate Transfer” means an assignment/sublet where (a) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with transferee/sublessee is directly or indirectly controlled by the payments of Minimum Annual Rent required under this Lease, Tenant and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for (b) the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization transferee’s/sublessee’s use of the Demised Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and will be consistent with that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesTenant.

Consent Required. Tenant No amendment, modification, termination or waiver of any provision of this Agreement or the other Loan Documents (other than Fee Letter and Secured Hedge Agreements, each of which may be amended solely with the consent of the parties thereto), and no consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of Borrower and Requisite Lenders (except with respect to clause (i) of this Section 10.6(a), which shall not sellalso require the consent of Requisite Lenders); provided that no such amendment, assign modification, termination, waiver or consent shall, without the consent of: (i) each Lender with Obligations directly and adversely affected thereby, do any of the following: (A) reduce the principal amount of any Loan; (B) increase the amount or extend the expiry date of any scheduled reduction in amount of any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory repayments or mandatory reductions of Loans or Commitments, shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender); (C) postpone the scheduled final maturity date of any Loan, or postpone the date or reduce the amount of any scheduled payment (but not mandatory prepayment, with respect to which any such amendment or modification shall only require the consent of the Requisite Lenders) of principal of any Loan or any reimbursement of a Letter of Credit drawing; (D) postpone the date on which any interest or any fees are payable (other than default interest and fees payable hereunder to Administrative Agent or Issuing Lender); (E) decrease the interest rate borne by any Loan (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2(e) (“Default Rate”)) or the amount of any fees payable hereunder (other than any fees payable hereunder to Administrative Agent or Issuing Lender or any waiver of any increase in the fees applicable to Letters of Credit pursuant to Section 3.2 following an Event of Default), in each case excluding any change in the manner in which any financial ratio used in determining any interest rate or fee is calculated that would result in a reduction of any such rate or fee; (F) change in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant provisions contained in this Section 13.1 10.6 in any manner that adversely affects the rights of such Lender; (G) amend, modify or waive the acceptance provisions contained in Section 10.1 in a manner that would further restrict the rights of any Lender to assign all or any portion of its rights and obligations under this Agreement; (H) change in any manner the definition of “Requisite Lenders” (except for any changes resulting solely from increases or other changes in the aggregate amount of the assigneeCommitments permitted hereunder or otherwise approved pursuant to this Section 10.6); (I) change in any manner any provision of this Agreement that by its terms, subtenant expressly requires the approval or occupant as tenantconsent of all Lenders; (J) release or subordinate any Lien granted in favor of Administrative Agent with respect to all or substantially all of the Collateral or release all or substantially all of the value of the Guaranty, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in each case other than in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the CenterLoan Documents; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord (K) amend, modify or waive any of the pro rata sharing provisions in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at this Agreement without the end consent of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent Lender directly and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesadversely affected thereby.

Consent Required. Tenant shall not sell, have the right to assign this Lease in whole or in any manner transfer this Lease part or any interest therein, nor sublet to sublease all or any part of the PremisesPremises without Landlord’s prior written consent, nor license concessions nor lease departments thereinwhich will not be unreasonably withheld, conditioned or delayed, except that Tenant may assign this Lease or sublease all or any part of the Premises to an Affiliate without any such consent. Without limiting the foregoing, any (a) mortgage or pledge of Tenant’s interest under this Lease, or (b) transfer or set of transfers which change the direct or indirect control or management of Tenant, shall require the prior written consent of Landlord. Any attempted assignment, sublease or other transfer of this Lease or any part of the Premises without Landlord’s prior written consent in each instancewhen required hereunder is void and of no legal force or effect. No such assignment or sublease shall operate to release Tenant from liability under this Lease or to reduce any of its liabilities hereunder. Landlord shall have the right to collect Rent and Additional Rent directly from any assignee or subtenant of Tenant following an Event of Default without releasing or limiting the liability of Tenant or any guarantor hereunder, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with except to the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent extent of Tenant’s liability for the Rent and Additional Rent collected by Landlord to any assignment directly from such assignee or subletting shall not waive the necessity for subtenant. Landlord’s consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed other transfer is not a waiver of Landlord’s right to approve or disapprove any restrictive covenant contained in this Section 13.1 or the acceptance of the assigneesubsequent assignment, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransfer.

Consent Required. Tenant shall not selldirectly or indirectly, assign whether voluntarily or by operation of law, assign, transfer, mortgage or otherwise encumber all or any part of Tenant's interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet and shall not directly or indirectly sublet, license or permit another to occupy or use all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s the prior written consent of Landlord in each instance, which consent . Landlord shall not be unreasonably withheld, delayed withhold or conditioned provided Tenant and/or delay its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent proposed assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee 's interest in this Lease or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use sublease of the Premises by each assignee or sublessee Tenant, but shall not violate, or create have the right to withhold its consent should Landlord deem any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termconditions set out in Sections 18.3 and 18.4 to have not been satisfied or to not be satisfactory to Landlord. In the event of any assignment other proposed transfer, mortgage, encumbrance, license or subletting as provided aboveoccupancy of all or any part of Tenant's interest in this Lease or in the Premises, there shall be paid to LandlordLandlord may withhold its consent in its sole discretion. Any attempted assignment, in addition to the Minimum Annual Rent and transfer, mortgage, encumbrance, subletting, licensing or other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the PremisesPremises without Landlord’s consent shall, whenever at the same is receivable by Tenantoption of Landlord, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable constitute grounds for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions termination of this Lease. Neither The sale, assignment, transfer or disposition, whether for value, by operation of law, gift, will, or intestacy, of (a) twenty-fivefifty one percent (2551%) or more of the issued outstanding stock of Tenant nor if Tenant is a corporation, or (b) the 51% interest of any general partner, member, joint- venturer, or co-tenant, if Tenant is a partnership, limited liability company, joint venture, or co- tenancy, shall be deemed an assignment of this Lease under this Section 18.1. ▇▇▇▇▇▇▇▇’s consent to any one assignment or sublease shall not be deemed to be a consent to any other person having an interest in the possession, use, occupancy assignment or utilization of sublease. Any attempt by Tenant to assign or sublease the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages violation of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement this Article 18 shall be absolutely void and ineffective as of no force or effect and may, at the option of Landlord, be deemed a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesdefault under this Lease.

Consent Required. (a) Except as otherwise set forth herein, Tenant shall not sellnot, whether voluntarily, involuntarily or by operation of law, without in each instance obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion (a) assign or in any manner otherwise transfer this Lease or any interest thereinthe term or estate herby granted, nor (b) sublet all or any part of the PremisesLeased Premises or allow the same to be used or occupied by anyone other than Tenant, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant (c) mortgage, pledge or otherwise collaterally transfer its interest encumber this Lease or all or part of the Leased Premises in any manner by reason of any act or omission on the part of Tenant. Landlord agrees that Landlord will not unreasonably withhold Landlord's consent to a sublease of the entire Leased Premises provided that the use thereof is in compliance with the use requirements and restrictions set forth in this Lease. Consent INTIALS: LANDLORD RB TENANT DL (b) The consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of law. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any entity other than Tenant, Landlord may collect rent from the assignee, subtenant undertenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant under-tenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Tenant shall The Lessee will not sell, assign allow or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereincause a Transfer, without Landlord’s the prior written consent of the Lessor in each instanceinstance which consent may not be unreasonably withheld. Notwithstanding any statutory provisions to the contrary, which Lessor’s consent shall not be deemed to have been unreasonably withheldwithheld where Lessor refuses consent to a Transfer within twenty-four (24) months of either the Commencement Date or a previous Transfer. Without limiting the generality of the foregoing, delayed or conditioned provided Tenant and/or its transferee comply no Transfer shall be effective and no consent shall be given unless the following provisions have been complied with: a) There is no default of the obligations of the Lessee under this Lease; b) The Lessee shall have given at least thirty (30) days’ prior written notice of the proposed Transfer and the effective date thereof to the Lessor; c) A duplicate original of the documents affecting the Transfer shall be given to the Lessor within thirty (30) days after the execution and delivery thereof; d) The Transferee, except in the case of a Transfer described in Section 12.01(iv), shall have assumed in writing with the Lessor the due and punctual performance and observance of all the agreements, provisions, covenants and conditions set forth in subparagraphs 1-6 hereofhereof on the Lessee’s part to be performed or observed from and after the effective date of the Transfer. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord The Lessee acknowledges that the factors governing the granting of the Lessor’s consent to any assignment or subletting Transfer may include, without limitation, the restrictive clauses entered into with other tenants by the Lessor, the financial background, business history and the capability of the proposed Transferee in the Lessee’s line of business, and the nature of the business practices of the proposed Transferee. The consent by the Lessor to any Transfer shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of lawTransfer. If this Lease is assigned or a Transfer takes place, the Premises or any part sublet or occupied by anybody other than Tenant, Landlord Lessor may collect rent from the assigneeTransferee, subtenant or occupant and apply the same net amount collected to the rent Rent herein reserved, but no such assignment, subletting, occupancy or collection of rent action shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 the requirement to obtain consent or the acceptance of the assignee, subtenant or occupant Transferee as tenantlessee, or a release of Tenant the Lessee or any Indemnifier from the further performance by Tenant the Lessee of any covenants on the part of Tenant the Lessee herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of Notwithstanding any law or statute, including, without limitationTransfer, the laws governing bankruptcy, insolvency or receivership Lessee shall be subject to all terms and conditions of remain fully liable under this Lease, Lease and shall not be effective or deemed valid unlessreleased from performing any of the obligations of the Lessee under this Lease. Any Transfer, if consented to by the Lessor, may at the time of such assignment: 1. Each assignee Lessor’s option be documented by the Lessor or sublessee shall agreeits solicitors, in a written agreement satisfactory and any and all legal costs and the Lessor’s then-standard fee with respect thereto or to Landlord, to assume and abide by all of any documents reflecting the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇Lessor’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size consent to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there Transfer shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (Lessee on demand as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesAdditional Rent.

Consent Required. (a) The Tenant shall will not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of effect a Transfer without the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent of the Landlord in each instance, which consent shall consent, subject to Section 13.1 (b), will not be unreasonably withheld. Notwithstanding the foregoing, delayed the Landlord shall be entitled to arbitrarily or conditioned provided Tenant and/or unreasonably withhold its transferee comply with consent to any Transfer in respect of which the conditions set forth in subparagraphs 1-6 hereofLandlord exercises its right to terminate this Lease pursuant to Section 13.2. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by the Landlord to any assignment or subletting shall Transfer, will not waive constitute a waiver of the necessity for the Landlord’s consent to any subsequent assignment or sublettingother Transfer. This prohibition shall include a prohibition against restriction on Transfers applies also to any subletting Transfer by inheritance or assignment by operation of law. If this Lease is assigned or Law and no Transfer will be considered to take place by reason of the Premises failure by the Landlord to give notice to the Tenant within thirty (30) days as required by Section 13.2. (b) Despite Section 23 of the Commercial Tenancies Act of Ontario, or any part sublet statute passed to take the place of or occupied by anybody other than Tenantto amend that Act, the Landlord may collect rent from the assigneewill not be considered to be unreasonably withholding its consent, subtenant and may, whether or occupant and apply the same not it would otherwise be considered unreasonable, refuse to the rent herein reserved, but no such assignment, subletting, occupancy give its consent if its reason or collection of rent shall be deemed a waiver of reasons for doing so is or are based upon all or any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: following factors: (a) whether the Transferee has a good credit rating, is of substantial means, is capable of financing its acquisition of the Tenant’s business and the Lease on terms and conditions at least as to which Landlord favourable as those originally obtained by the Tenant and whether the Transferee has consented; or a history of successful business operations in the business conducted on the Leased Premises; (b) whether the Transferee or any partnership of which the Transferee was a member at the time or a corporation of which the Tenant at the time was a shareholder, has become bankrupt or insolvent or has defaulted (other than by a minor technical default) under the terms of any lease for commercial, industrial or office premises whether leased from the Landlord or other parties; (c) whether any Mortgagee, whose consent is required, regardless of its reason for doing so, refuses to consent to the Transfer; and (d) any factor which a court of Law would consider to be reasonable All requests to the Landlord for any consent to any Transfer shall be made to the Landlord in writing together with a copy of the agreement pursuant to which the Transfer will be made, accompanied by such information in writing as a landlord might reasonably require respecting a proposed Transferee including, without limitation, name, business and home addresses and telephone numbers, business experience, credit information and rating, financial position and banking and personal references, description of business to be proposed to be conducted by the Transferee on the Leased Premises and parking requirements for such business. The Tenant shall promptly pay all costs incurred by the Landlord in considering and processing the request for consent including legal costs and all costs of completing any documentation to implement any Transfer which shall be prepared by the Landlord or its solicitor if required by reason of a final nonappealable the Landlord. (c) If the Landlord withholds, delays or refuses to give consent to any Transfer, whether or not the Landlord is entitled to do so, the Landlord shall not be liable for any Claims in any way resulting therefrom and the Tenant shall not be entitled to terminate this Lease or to exercise any other remedy whatever in respect thereof except to seek the order of a court of competent jurisdiction; jurisdiction compelling the Landlord to grant any such consent which the Landlord is obliged to grant pursuant to the terms of this Lease. (d) If there is a permitted Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid under this Lease, but no acceptance by the Landlord of any payments by a Transferee will be construed as a waiver of any right of the Landlord, or (c) which is made the acceptance of the Transferee as tenant or a release of the Tenant from the performance of its obligations under this Lease. Any document effecting the Transfer of this Lease and every document consenting to the Transfer will be prepared by reason of the Landlord or its solicitors and the legal costs and other expenses in accordance connection with the provisions of document will be paid to the Landlord by the Tenant as Additional Rent upon demand. Any consent by the Landlord will be subject to the following conditions: (a) the Transferee will promptly execute an agreement agreeing with the Landlord: (a) to be bound by all the Tenant’s obligations under this Lease as if the Transferee had originally executed this Lease as tenant; (b) to waive any law right it, or statuteany person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other Creditors’ proceeding, including, without limitation, the laws governing bankruptcyBankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) and to agree that in the event of such proceeding the Landlord will comprise a separate class for voting purposes; (c) if the Transferee is a subtenant, insolvency agreeing that, at the Landlord’s option, all of the Transferee’s right, title and interest in and to the Leased Premises absolutely terminates upon the surrender, release, disclaimer or receivership shall be subject to all terms and conditions merger of this Lease, notwithstanding the provisions of section 21 or section 39(2) of the Commercial Tenancies Act, and (b) the Tenant will execute an Indemnity Agreement in the form attached to Appendix “A”, in respect of the performance of the Tenant’s and shall the transferee’s obligations under this Lease and whether the Indemnity Agreement is executed or not, the Tenant will remain jointly and severally liable with the Transferee on this Lease and will not be effective released from any obligations under this Lease as amended from time to time. If this Lease is renewed or deemed valid unlessextended by any Transferee pursuant to any option of the Tenant, at the time of such assignment: 1. Each assignee or sublessee each Transferor shall agree, in a written agreement satisfactory to Landlord, to assume and abide by be liable for all of the terms obligations of the Tenant throughout the Term as renewed or extended; (c) the Landlord may also require the Transferee to waive any rights, pursuant to subsection 39(2) of the Commercial Tenancies Act (Ontario) and any amendments thereto and any other statutory provisions of the same or similar affect, to pay any Rent less than any amount payable hereunder; (d) the Landlord may also require, if the Transfer is a sublease or other transaction, that upon notice from the Landlord to the Transferee all amounts payable by the Transferee each month shall be paid directly to the Landlord who shall apply the same on account of the Tenant’s obligations under this Lease; (e) if the Transferee agrees to pay to the Tenant a Rent or other amount, in respect of its use of the Leased Premises or any part of it in excess of the Rent payable by the Tenant to the Landlord, the Rent under this Lease will be increased so that it equals the Rent or amount payable by the Transferee to the Tenant; (f) if the Transferee agrees to pay to the Tenant or party other than the Landlord in respect of a Transfer of all or any part of this Lease, including those which govern any amount, or any benefit, then it will pay to the Permitted Uses Landlord as Additional Rent, on demand, an amount equal to the value of the Premises as described in Article I herein;amount or benefit. 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by (e) No consent of the Landlord to a Transfer shall be sufficient to assure effective unless given in writing and executed by the future performance Landlord and no such consent shall be presumed by such assignee any act or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use omission of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or by the Landlord failing to respond to any request for consent or by the Landlord accepting any payment of any amount payable hereunder from any party other tenants in than the Center; and 6Tenant. Tenant No Transfer and no consent by the Landlord to any Transfer shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year constitute a waiver of the Lease Term. In necessity to obtain the event of Landlord’s consent to any assignment subsequent or subletting as provided above, there other Transfer. (f) Every Transferee shall be paid obliged to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy comply with all of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, obligations of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable Tenant under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and any default of any Transferee shall also constitute a default of the Tenant hereunder. If this Lease is ever disclaimed, repudiated or terminated by or on behalf of a Transferee pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceeding, including, without limitation, any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) or if this Lease is ever terminated by the Landlord as a result of any act or default of any Transferee, the Tenant shall nevertheless remain responsible for the performance fulfilment of all termsobligations of the Tenant hereunder for what would have been the balance of the Term but for such disclaimer, covenants repudiation or termination, and provisions shall upon the Landlord’s request enter into a new lease of the Leased Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Neither Tenant nor any sublessee or assignee of Tenant, directly or indirectly, voluntarily or by operation of law, shall not sell, assign assign, encumber, mortgage, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is referred to as an "Assignment" ), nor license concessions nor lease departments thereinor sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is referred to as a "Sublease"), without Landlord’s 's prior written consent in each instance, which consent shall will not be unreasonably withheld, delayed conditioned or conditioned provided delayed; provided, however, that Landlord may withhold consent to an encumbrance, mortgage or pledge of Tenant's leasehold estate hereunder in its sole discretion. Any Assignment or Sublease that is not in compliance with this Section 16 shall be void. At the option of Landlord, any Assignment that is not in compliance with this Section 16 shall constitute a material default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent The acceptance of Rent by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment or Sublease by Landlord. Fifty percent (50%) of the Excess Assignment Consideration which is attributable to this Lease in connection with any Assignment, and fifty percent (50%) of the Excess Sublease Rent, shall be payable to Landlord as Additional Rent, except that the terms of this sentence shall not apply to any assignment or subletting shall not waive the necessity for consent sublease that is permitted by Section 16.5 below without Landlord's consent. The right to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease such amounts is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent expressly reserved from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection grant of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and 's leasehold estate for the performance benefit of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesLandlord.

Consent Required. Tenant shall not sell, assign or Except with the prior consent in any manner transfer this Lease or any interest therein, nor sublet all or any part writing of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent DPL in each instance, which consent Lessee shall not be unreasonably withheldnot, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord respect to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants development on the part of Tenant herein containedpublic land leased hereby: DEPARTMENT OF PUBLIC LANDS ▇.▇. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (1) Assign, lease, sublease, sell, convey, mortgage, encumber, transfer or dispose of all or any part of Lessee’s obligations hereunderinterest in or to the Premises, or permit the Premises to be used or occupied by others; or (2) Enter into a management contract or other arrangement by which the activities engaged in on the Premises shall be managed and operated by anyone other than Lessee; or (3) Grant concessions, permits, or otherwise contract for or permit any business or commercial enterprise or activities to be constructed or performed on the Premises by any person other than the Lessee, unless the following conditions are met: (i) The availability of such concession, permit or enterprise shall be advertised by in a newspaper of general circulation in the Northern Mariana Islands; 3. Each assignee (ii) First priority in granting the concession, permit or sublessee has submittedenterprise shall be given to bona fide residents of the Northern Mariana Islands; (iii) The granting of such concession, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size permit or enterprise shall be subject to the Center approval of DPL or its successor. For the purposes of this condition, “concession, permit or enterprise” shall mean a privilege or right to sell products or perform services, which are peripheral to Lessee’s proprietary use of the Premises. Provided, however, Lessee may sublease this Lease to any affiliate or subsidiary of the Lessee in existence and in under joint ownership or control at the sale time of merchandise and services permitted under Article I execution of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use , without the consent of the Premises by each assignee or sublessee DPL. Provided that such sublease shall not violatein no way relieve Lessee of its responsibilities, obligations, or create any potential violation duties hereunder; and provided further that such assignment or sublease does not result in a change of applicable lawscontrol as defined in Article 14B. The consent by the DPL to an assignment, codes transfer, management contract, or ordinancessubletting may be granted, nor violate any other agreements affecting denied or made subject to such conditions as the Premises, Landlord or other tenants DPL finds it in the Center; and 6best interest of its beneficiaries. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment Any purported assignment, lease, sublease, sale, conveyance, transfer, mortgage or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end encumbrance of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee whether written or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingoral, or (iii) any other action for which DPL consent is needed as outlined above, to which the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments DPL has not given its prior consent is null and void and is of Minimum Annual Rent required under this Lease, no force or effect and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions is a violation of this Lease. Neither Tenant nor any other person having an interest in No sublease, assignment, transfer, or contract shall be valid without the possession, use, occupancy or utilization approval of the Premises shall enter into DPL, and then only if the respective sublessee, assignee, transferee, or other contracting party agrees in writing that the provisions of this Lease bind such sublessee, assignee, transferee, or contracting party. DPL will not consider any leaseassignment, sublease, licenseor transfer during the initial five (5) years of the lease term nor the final five (5) years of the lease term. Once given, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancyDPL’s consent shall not relieve Lessee, or utilization based any subsequent sublessees, assignees or transferees, in whole any way from obtaining the prior consent in writing of the DPL to any further assignment, transfer, management contract, or in part subletting. For purposes of this section, “Premises” includes any portion of the leased premises or any improvement on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales)leased premises, and that any such proposed lease“Lessee” includes Lessee’s employees, sublease, license, concession, assignment or other agreement shall be absolutely void successors and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesassigns.

Consent Required. Tenant shall deliver to Landlord promptly ---------------- following execution an executed copy of any assignment, sublease, or agreement relating to the Premises, regardless of whether or not such assignment, sublease, or agreement is permitted by this Lease or requires Landlord's consent. Tenant shall not sellassign, assign sublease or in any manner otherwise transfer by operation of law or otherwise this Lease or any interest therein, nor sublet herein without the prior written consent of Landlord. If Tenant desires at any time to assign or otherwise transfer this Lease or sublease all or any part a portion of the Premises, nor license concessions nor lease departments thereinit shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed assignee or sublessee, without Landlord’s prior written (ii) the nature of the proposed assignee's or sublessee's business to be carried on in the Premises, (iii) a copy of the proposed assignment or sublease and any other agreements to be entered into concurrently with such assignment or sublease, and (iv) such financial information as Landlord may reasonably request concerning the proposed assignee or sublessee. Landlord may condition its consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants sublease on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance execution by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each a written assumption by such assignee or sublessee has submitted, in writing, evidence satisfactory of the obligations of Tenant under this Lease. A transfer of control of Tenant shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Section. Tenant shall pay to Landlord of substantial retailing experience a reasonable fee and Landlord's expenses in shopping centers of comparable size reviewing such proposed assignment or sublease. Landlord shall respond to Tenant's request to assign or sublease this Lease in a timely manner. This Lease may not be assigned or sublet without complying with the Center and in the sale of merchandise and services permitted under Article I provisions of this Lease; 4. The business reputation Section in reliance on any law relating to bankruptcy or debtor's rights generally unless adequate assurance of each future performance is provided Landlord including adequate assurance of the source of rent and other expenses due under this Lease for the entire term of this Lease and unless the assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The and the proposed use of the Premises by each the assignee or sublessee shall not violate, or create any potential violation are consistent with the type of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative Building and legal expenses incurred the use by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end such tenants of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the their Premises.

Consent Required. 11.1.1 Tenant shall may not sell, assign or in any manner transfer transfer, or grant or suffer any encumbrance of Tenant's interest in this Lease in whole or any interest thereinin part, nor sublet all or any part portion of the Leased Premises, nor license concessions nor lease departments thereinor grant a license, concession or other right of occupancy of any portion of the Leased Premises, without Landlord’s the prior written consent of Landlord in each instance, which . The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition Consent shall include a prohibition against any subletting or assignment by operation of lawnot be unreasonably withheld. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; This prohibition against assignment or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership subletting shall be subject construed to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with include prohibition against any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase subleasing by One Hundred and 00/100 Dollars ($100.00) at the end operation of each full Lease Year of the Lease Term. In the event of any assignment law, legal process, receivership, bankruptcy or subletting as provided aboveotherwise, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee whether voluntary or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsinvoluntary. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. Neither An attempt by Tenant nor any other person having an interest in to sublease the possessionLeased Premises, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on part, at a rental rate greater than that charged under this Lease shall be deemed a valid reason for withholding consent for the net income or profits derived by sublease. 11.1.2 The Tenant shall pay an administrative fee of $350 in connection with any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessublease.

Consent Required. Tenant shall not sellassign, assign transfer, mortgage, or in any manner transfer otherwise encumber this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge (or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment permit the occupancy or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or use of) the Premises or any part sublet thereof (collectively such events are referred to as "Transfers") without obtaining the prior written consent of Landlord as provided in this Section 21. Similarly, no assignment or occupied transfer of this Lease or the right of occupancy under this Lease shall be effectuated by anybody other than Tenantoperation of law or otherwise without the prior written consent of Landlord as provided. The consent by Landlord to any Transfer, Landlord may collect rent or Landlord's collection or acceptance of Rent from the any such assignee, subtenant or other occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent (collectively "Transferee") shall be deemed not constitute a waiver or reliance of Tenant of any restrictive covenant or obligation contained in this Section 13.1 Lease or the acceptance approval of the assignee, subtenant any Transfer that has not been approved by Landlord in writing. Consent by Landlord in one or occupant as tenant, or a release of more instances to any Transfer shall not be construed to relieve Tenant from the performance by requirement of obtaining Landlord's consent to any future Transfer. If Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which is in default under this Lease beyond applicable cure periods, Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject satisfied to all terms and conditions rent due Tenant from subtenants or other occupants of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. and Tenant shall hereby authorizes each such party to pay Landlord an Assignment Fee as reimbursement said Rent directly to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease TermLandlord. In the event of any assignment or subletting as provided aboveTransfer permitted under the terms of this Section 21(a), there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excessTenant and any subsequent assignee who in turn enters into a Transfer, if any, shall each remain fully and primarily liable for all of the rent obligations of Tenant under this Lease (regardless of any subsequent amendment or modification of this Lease and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease regardless of any further Transfers, all of which are deemed to Landlord be consented to by Tenant pursuant to this Lease, and subsequent Transferees); (ii) each assignee must agree in writing to assume the highest Percentage Rent payable obligations of Tenant under this Lease and a copy of such written assumption must be delivered to Landlord within ten (10) days after the effective date of the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or Assignment; and (iii) each Sub-Tenant or Transferee must agree in writing (delivered to Landlord within ten (10) days after the increase in Sub-Lease or other Occupancy Agreement is executed) that Landlord may collect Rent under the Consumer Price Index Sublease or Occupancy Agreement directly from the Sub-Tenant or Occupant if there is a Default (as defined belowin Section 18(a) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on ) under this Lease and for agree to attorn to Landlord should this Lease be terminated (with Landlord likewise agreeing to recognize the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment Sub-Lease or other agreement for use, occupancy Occupancy Agreement and not disturb the possession of such Sub-Tenant or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or salesTransferee if this Lease is terminated), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Neither Tenant nor any sublessee or assignee of Tenant, directly or indirectly, voluntarily or by operation of law, shall not sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of the PremisesPremises or Tenant’s leasehold estate hereunder (each such act is referred to as an “Assignment”), nor license concessions nor lease departments thereinor sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is referred to as a “Sublease”), without Landlord’s prior written consent in each instance. In the case of any proposed Sublease or Assignment, which Landlord’s consent shall not be unreasonably withheld, delayed . Any Assignment or conditioned provided Tenant and/or its transferee comply Sublease that is not in compliance with the conditions set forth in subparagraphs 1-6 hereofthis Section 16 shall be void. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The acceptance of Rent by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment or Sublease by Landlord. Fifty percent (50%) of the Excess Assignment Consideration which is attributable to this Lease in connection with any Assignment, and fifty percent (50%) of the Excess Sublease Rent, shall be payable to Landlord as Additional Rent, except that the terms of this sentence shall not apply to any assignment or subletting shall not waive the necessity for consent sublease that is permitted by Section 16.5 below without Landlord’s consent. The right to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease such amounts is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent expressly reserved from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection grant of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇Tenant’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and leasehold estate for the performance benefit of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesLandlord.

Consent Required. Tenant shall not sell, assign or Tenant's interest in any manner transfer this Lease is not assignable, by ---------------- operation of law or any interest thereinotherwise, nor shall Tenant have the right to sublet all or any part of the Premises, nor license concessions nor lease departments thereintransfer any interest of Tenant therein or permit any use of the Premises by another party, without Landlord’s the prior written consent in each instanceof Landlord to such assignment, subletting, transfer or use, which consent shall Landlord agrees not be to unreasonably withheldwithhold, delayed or conditioned provided Tenant and/or its transferee comply with subject to the conditions set forth in subparagraphs 1-6 hereofprovisions of Paragraph 25.B and Paragraph 37. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for A consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such one assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance use by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and another party shall not be effective deemed to be a consent to any subsequent assignment, subletting, occupancy or deemed valid unlessuse by another party. Any assignment or subletting without such consent shall be void and shall, at the time option of Landlord, terminate this Lease. Landlord's waiver or consent to any assignment or subletting hereunder shall not relieve Tenant from any obligation under this Lease unless the consent shall so provide. Tenant may, with Landlord's prior written consent, assign this Lease as security for a bona fide loan: provided, however, that if the lender is an Institutional Lender or syndicate of lenders headed by an Institutional Lender (a "Syndicate"), Landlord's prior consent shall not be required. If the lender taking this Lease as security is an Institutional Lender or a Syndicate, Landlord shall make such assignment: 1amendments to this Lease or agreements with such lender as (i) are reasonably requested by such lender, (ii) are limited to protecting the lender's security interest in the Lease, (iii) are customarily received by Institutional Lenders in connection with leasehold mortgage financing, (iv) do not materially and adversely affect Landlord's rights under the Lease and will not delay Landlord's exercise of its remedies for an Event of Tenant's Default and in no event change the Base Monthly Rent, Additional Rent, or Lease Term, and (v) would not constitute a default under any mortgage or deed of trust encumbering the Premises. Each Notwithstanding the foregoing, Landlord shall not be obligated to make amendments to the Lease or agreements with such lender which would permit the Lease to be assigned without the prior consent of Landlord. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent (i) if the proposed assignee or sublessee shall agreesublesee is a governmental agency: (ii) if, in a written agreement satisfactory to Landlord's reasonable judgement, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each the proposed assignee or sublessee shall would entail any atlerations which would materially lessen the value of the leasehold improvements in the Premises (and Tenant does not violateprovide Landlord with reasonable assurance that such alterations will be removed and restored upon termination of the Lease), or create any potential violation would require materially increased services by Landlord for which reimbursement by Tenant is not sufficient to cover all costs that Landlord would incur as a result of applicable lawsproviding such additional services: (iii) if, codes in Landlord's reasonable judgment, the financial worth of the proposed assignee or ordinances, nor violate any other agreements affecting sublessee does not meet the Premises, credit standards applied by Landlord or for other tenants in under leases with comparable term and the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars proposed sublease term expiration is within one ($1,000.001) and shall increase by One Hundred and 00/100 Dollars ($100.00) at year of the end of each full Lease Year expiration of the Lease Term. In , or the event of any assignment character, reputation or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy business of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the proposed assignee or sublessee over is not consistent with the Minimum Annual Rent quality of the other tenancies in the Project: (iv) in the case of a subletting of less than the entire Premises, if the subletting would result in the division of any given floor of the Premises into more than four subparcels, would create a subparcel of a configuration that is not suitable for normal leasing purposes, or would require access to be provided through space leased or held for lease to another tenant or improvements to be made outside of the Premises and other charges payable Tenant does not provide Landlord with reasonable assurance that such alterations to create such configuration will be removed and restored to the original configuration upon termination of the Lease: or (v) if, at the time consent is requested or at any time prior to the granting of consent, there is an uncured Event of Tenant's Default under the Lease to Landlord by Tenant pursuant to which is capable of being cured and which has not been cured. As used in this LeaseParagraph 25, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment term "assign" or subletting"assignment" shall include, without limitation, any sale. transfer, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments other disposition of Minimum Annual Rent required all or any position of Tenant's estate under this Lease, whether voluntary or involuntary, and Tenant shall remain primarily liable for such payments. Notwithstanding whether by operation of law or otherwise including any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.following:

Consent Required. Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinnot, without Landlord’s the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed assign its rights or conditioned provided delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgageor otherwise), pledge mortgage or otherwise collaterally transfer encumber its interest in this Lease. Consent by Landlord to any assignment , in whole or in part; sublet, or permit the subletting shall not waive of the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Demised Premises or any part sublet thereof; or permit the Demised Premises or any part thereof to be occupied or used by anybody any person other than Tenant, Landlord may collect rent from except in the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason case of a final nonappealable order of a court of competent jurisdiction; "Permitted Sublease" or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions "Permitted Assignment". For purposes of this Lease, the following shall be considered a Permitted Sublease and/or Permitted Assignment, as the case may be, shall be a sublease or assignment to any controlling entity of Tenant, including through merger, consolidation or the sale of all of the assets and stock. In the case of a Permitted Sublease or Permitted Assignment, Tenant shall not be effective required to obtain Landlord's consent but shall only be required to provide written notice of the same at least twenty (20) business days prior to such occurrence, provided Tenant provides proof to Landlord that the permitted sublessee or deemed valid unless, permitted assignee shall have a net worth equal to or greater than that of Tenant and a financial strength equal to or better than Tenant at the time of such assignment: 1assignment or sublet. Each assignee Further, Landlord agrees it shall not unreasonably withhold its delay or sublessee shall agreeconsent to Tenant's request to sublet the Demised Premises to a third party of equal or greater financial creditworthiness, in a written agreement satisfactory to Landlord, to assume and abide by all of provided the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The proposed use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting subtenant is a Permitted Use and that such proposed subtenant's occupancy is in keeping with the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year character of the Lease Termoffice/industrial park in which the Project is located. In the event of any Any sublet or assignment or subletting as provided above, there to third parties shall be paid to Landlord, specifically governed in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently accordance with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions remainder of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesArticle 6.

Consent Required. Notwithstanding the provisions of Section 30.4 ---------------- below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily or by operation of law, sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), nor license concessions nor lease departments thereinor sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord’s 's prior written consent in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Any Assignment or Sublease that is not in compliance with this Article 18 shall be void and, delayed or conditioned provided at the option of Landlord, shall constitute a material default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent The acceptance of Rent or Additional Charges by Landlord from a proposed assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment or Sublease by Landlord. Fifty percent (50%) of any and all amounts paid to Tenant as consideration for any Assignment, and fifty percent (50%) of the excess of the total amount of rent and other consideration paid under or in consideration for any Sublease over the Rent and Additional Charges payable hereunder, shall be payable to Landlord as Additional Charges. The right to such amounts is expressly reserved from the grant of Tenant's leasehold estate for the benefit of Landlord. Tenant shall use reasonable diligent efforts to collect all such amounts. Landlord shall have the right from time to time, upon reasonable advance notice, to review Tenant's records relating to any assignment such amounts payable to or subletting received by Tenant. Notwithstanding the foregoing, (a) the co-location of equipment owned by Tenant's customers in the Premises shall not waive require the necessity prior written consent of Landlord, provided that the agreement entered into by Tenant and Tenant's customers for consent to any subsequent assignment such co-location of equipment shall provide that the customer acquires no possessory, leasehold or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or other real property right in the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance portion of the assignee, subtenant or occupant as tenant, or a release Project and does not obtain any of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consentedTenant's rights under this Lease; or and (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; any Assignment or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses Sublease of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of entity that (i) the excess, if any, of the rent and other charges payable controls or is controlled by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this LeaseTenant, (ii) the highest Percentage Rent payable is under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingcommon control with Tenant, or (iii) acquires all or substantially all of Tenant's assets by merger, purchase, consolidation or reorganization with satisfaction of the increase net worth requirement set forth in the Consumer Price Index Section 18.5 below (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and provided that Tenant shall remain primarily liable for notify Landlord of such payments. Notwithstanding any assignment merger, purchase, consolidation or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest reorganization in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or salesaccordance with Section 18.5 below), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesnot require Landlord's prior approval.

Consent Required. The Tenant shall not sell, not:- (A) assign this Lease in whole or in any manner transfer this Lease or any interest therein, nor part; (B) sublet all the whole or any part of the Leased Premises; or (C) suffer or permit the use or occupation of the whole or any part of the Leased Premises by any licensee, nor license concessions nor lease departments thereinconcessionaire or franchisee or by a person, firm or corporation other than the Tenant; (D) mortgage or encumber this lease; each of the foregoing being herein referred to as a "Transfer" and each person to whom any such Transfer is made or proposed to be made being herein referred to as a "Transferee", without Landlord’s the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld, delayed withheld or conditioned delayed; provided Tenant and/or its transferee comply with that the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord Landlord's consent to any assignment or subletting Transfer shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition Transfer; provided further that, notwithstanding any such Transfer, the Tenant shall include a prohibition against any subletting or assignment by operation not be relieved from its obligations for the payment of law. If this Lease is assigned or Basic Rent and Additional Rent and for the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant full and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance faithful observance and performance of the assigneeterms, subtenant or occupant as tenantconditions, or a release of Tenant from the performance by Tenant of any covenants and agreements herein contained on the part of the Tenant herein contained. Any assignment: (a) as to which Landlord has consentedbe paid, kept, observed and performed; or (b) which is required provided further that the Tenant shall, if requested by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and the Landlord, cause any such Transferee to covenant in accordance writing with the provisions Landlord to be bound by all of any law or statutethe terms, includingconditions, without limitationcovenants and agreements herein contained on the part of the Tenant to be paid, kept, observed and performed as if such Transferee had originally executed this Lease as Tenant; and provided further that all documents evidencing such Transfer, the laws governing bankruptcy, insolvency or receivership consent of the Landlord and the Transferee's covenant with the Landlord shall be subject to all terms the prior written approval of the Landlord or its solicitors and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this LeaseLandlord's reasonable legal costs with respect thereto, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition as Additional Rent by the Tenant to the Minimum Annual Rent and other charges due Landlord pursuant forthwith upon demand. Provided however that the Tenant may assign this Lease to this Leaseany company or companies "affiliated" or "related" (as those terms are defined under the Canada Business Corporations Act as of June 1st, such additional consideration as shall be attributable to 2001) without the right of use and occupancy consent of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesLandlord.

Consent Required. Tenant shall not sell, assign or in any manner transfer assign, this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instance, which consent shall not be unreasonably withheld, delayed withheld or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Leasedelayed. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the unauthorized assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the unauthorized assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: assignment (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement reasonably satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The Lease except Tenant may propose another "high end" use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage the uses set forth in Section 8.1 or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises8.

Consent Required. Tenant shall may not sell, assign this Lease in whole or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part portion of the Leased Premises, nor license concessions nor lease departments therein, without Landlord’s the prior written consent of Landlord in each instance, which . The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease It is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, understood that Landlord may collect rent from refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent and may not, under any circumstances, be required or compelled to grant such consent, except that Landlord agrees not to withhold its consent to any assignment where the assignee's use of the Leased Premises will not change and such assignee's business reputation and credit strength are, subtenant or occupant and apply the same to the rent herein reservedin Landlord's reasonable opinion, but no such at least as good as those of Tenant. No assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; This prohibition against assignment or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership subletting shall be subject construed to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with include prohibition against any assignment or sublettingsubleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a prohibition against any encumbrance of all and any part of Tenant's leasehold interest. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Leased Premises, the Building and the Property, and all right and interest of the Landlord in this Lease. Neither Tenant nor any other person having an interest in , may be conveyed, assigned or encumbered at the possession, use, occupancy or utilization sole discretion of the Premises shall enter into Landlord at any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestime.

Consent Required. (a) Tenant shall not sellnot, assign voluntarily or involuntarily, by operation of law or otherwise: (i) assign, mortgage, pledge, encumber or in any manner transfer this Lease in whole or any interest thereinin part, nor or (ii) sublet all or any part of the Demised Premises, nor license concessions nor lease departments thereinor allow any other person to occupy all or any part thereof, without Landlord’s the prior written consent of Landlord in each instance, which consent consent, as more fully provided below, shall not be unreasonably withheld, delayed or conditioned provided and any attempt to do any of such acts without such consent shall be null and void and of no effect. Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent reimburse Landlord for all third party costs and third party expenses incurred by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statutereviewing said request, including, without limitation, reasonable outside attorneys’ fees, but such reimbursement of such costs, expenses and fees shall not to exceed $2,500.00 in the laws governing bankruptcyaggregate. In the event of a transfer of control of Tenant, insolvency including, without being limited to, a transfer of stock or receivership partnership interest or the merger, consolidation, sale of all or substantially all of the other assets of Tenant or other corporate or other reorganization of Tenant (whether or not Tenant shall be the surviving entity) (such event being a “Transfer of Control Event” and the entity assigned this Lease a “Transfer of Control Assignee”). Tenant shall give Landlord written notice within 30 days after a Transfer of Control Event and furnish reasonable evidence that such assignee has a net worth of equal to or greater than the net worth as of the Date of Execution of Lease of Kanawha Insurance Company (“Required Net Worth”). In the event the assignee shall have the Required Net Worth such Transfer of Control Event shall not be deemed an assignment under this Lease and shall not require Landlord’s prior consent. Such assignment shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease TermArticle. In the event the Transfer Control Assignee shall not have the Required Net Worth, then such Transfer of any Control Event shall be deemed an assignment and Landlord shall have all of its rights in connection with an assignment or sublet as set forth in Section 15 (c). The consent by Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy not constitute a waiver of the Premisesnecessity for such consent to any subsequent assignment, whenever mortgage, pledge, encumbrance, transfer or subletting. (b) In the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, event Tenant desires to assign this Lease or sublet all or a portion of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingDemised Premises, Tenant shall remain fully liable on this Lease submit to Landlord: (a) the proposed sublease or assignment, which is not to commence prior to thirty (30) days from the date the submission to Landlord occurs, and for (b) sufficient information to permit Landlord to determine the performance acceptability, financial responsibility, and character of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy subtenant or utilization assignee. (c) Within fifteen (15) business days after receipt of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space materials and information set forth in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or salesSection 15.1(b), and that any such Landlord shall respond by, either: (a) granting or refusing its consent to the proposed leasesublease or assignment, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest provided in the possession, use, occupancy or utilization of any part of the Premisessubsection (d) below.

Consent Required. Tenant shall not sellmake, assign or in allow to be made, any manner transfer this Lease alterations, physical additions or improvements or attach or install or allow any interest thereinTenant Party to attach or install any fixtures or equipment, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinincluding, without Landlord’s limitation, partitions, electronic, phone and data cabling and related wiring and equipment, in, about or to the Premises (collectively, “Alterations”) without obtaining the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord respect to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignmentproposed Alterations which: (a) as to which Landlord has consentedcomply with all Laws; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and are, in accordance Landlord’s reasonable opinion, compatible with the provisions Project and Building Systems, and will not require any part of the Project or the Building Systems to be modified to comply with any law or statute, Laws (including, without limitation, the laws governing bankruptcyADA); (c) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or occupant and (d) are not visible from outside the Premises. Specifically, insolvency but without limiting the generality of the foregoing, Landlord shall have the right to review and approve all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or receivership shall subcontractor to be subject to all terms and conditions employed on the work of this LeaseAlterations, and shall not be effective or deemed valid unless, at the time for performance of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6work. Tenant shall pay Landlord an Assignment Fee as reimbursement supply to Landlord for administrative any documents and legal expenses incurred information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all Laws. Tenant shall at Tenant’s sole expense, perform any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided aboveadditional work required under Laws, there shall be paid whether to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever Building or Project, due to the same is receivable Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration shall constitute a waiver of Tenant’s obligations under this Section. Tenant shall reimburse Landlord for all actual, together withreasonable costs which Landlord may incur in connection with any such Alterations, as additional rent, the greatest including any costs or expenses which Landlord may incur to have outside architects and engineers review said plans and specifications and shall pay Landlord an administration fee of three percent (i3%) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization cost of the Premises shall enter into Alterations as Additional Rent hereunder. Tenant acknowledges that Tenant is not required to perform any lease, sublease, license, concession, assignment particular tenant improvements or other agreement for use, occupancy or utilization for space in alterations to the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that Tenant is not authorized to act as Landlord’s common law agent or construction agent in connection with any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of work performed at the Premises, including any Tenant Improvements or any later Alterations.

Consent Required. Tenant shall will not sell, assign this Lease in whole or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part of the Leased Premises, nor license concessions sell or transfer any business franchise connected to the Lease, nor lease departments therein, in any manner encumber this Lease or its leasehold interest without Landlord’s the prior written consent of Landlord in each instance, which . The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting such act shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of law. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant undertenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. Neither Tenant nor any other person having an interest in the possessionshall not by sale, useassignment, occupancy hypothecation, inheritance, gift, exchange or utilization operation of the Premises shall enter into any lease, sublease, license, concession, assignment law permit its control or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall ownership to be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred without Landlord's prior written consent.

Consent Required. Tenant shall will not sell, assign this Lease in full or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part of the Leased Premises, nor license concessions nor lease departments therein, without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, delayed conditioned or conditioned provided Tenant and/or its transferee comply delayed. In no event however, shall Landlord ever be required to consent to an assignment which would allow or create a use of the Leased Premises for anything other than a financial institution which would compete with any other use in the conditions set forth Shopping Center or the adjacent commercial out-lots, violate the “Declaration of Access Easements, Maintenance Obligations and Restrictions”, of record in subparagraphs 1-6 hereofDeed Book 1827, Page; 311, in the Fayette County Clerks Office, or which would cause Landlord to violate any term of any other lease or contract involving any other property in the Shopping Center. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any person or entity other ‘than Tenant, Landlord may collect rent from the assignee, subtenant sub-tenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, ; but no such assignment, sublettingunder-letting, occupancy or collection of rent shall be deemed a waiver of any restrictive this covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as Tenant shall furnish to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions copies of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size Assignment and/or Assumption contracts prior to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and sub-tenant’s occupancy of the Leased Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest and failure to so provide such shall constitute an event of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required default under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions hereof. Notwithstanding the foregoing, Tenant may assign this Lease or any interest therein or sublet the Leased Premises or any portion thereof, without Landlord’s consent to an entity which controls, is controlled by, or is under common control with Tenant (an “Affiliate”); or (2) a successor to Tenant by merger or consolidation or acquisition of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization substantially all of the Premises shall enter into any lease, sublease, license, concession, assignment assets or other agreement for use, occupancy stock of Tenant or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesAffiliate thereof.

Consent Required. Tenant shall not sell, assign this Lease in whole or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinleased premises, without Landlord’s the prior written consent of Landlord in each instance, instance which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned provided Tenant and/or its transferee comply with except that Landlord shall retain the conditions set forth in subparagraphs 1right to reject on the basis of financial strength of the proposed Sub-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this LeaseTenant. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of law. If this Lease is assigned be assigned, or if the Premises leased premises or any part sublet thereof be underlet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant under-tenant or occupant and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingundersetting, occupancy or collection of rent shall be deemed a waiver of any restrictive this covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant under-tenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment sublease of all or subletting any portion of the demised premises where the rental reserved in the sublease exceeds the rental or pro rata portion of the rental, as provided abovethe case may be, there shall be paid to Landlord, for such space reserved in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as Tenant shall be attributable to pay the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together withLandlord monthly, as additional rent, the greatest of (i) the excess, if any, excess of the rent and other charges payable by rental reserved in the assignee or sublessee sublease over the Minimum Annual Rent and other charges payable under rental reserved in this Lease applicable to the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentssubleased space. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully full liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants covenants, and provisions conditions of this Lease. Neither Tenant nor any other person having an interest agrees that in the possessionevent the demised premises or any part thereof are sublet by him or for his account, useor if Tenant's rights under this Lease shall be assigned, occupancy or utilization the Agent shall have the exclusive right to act as agent of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment Tenant for such use, occupancy, subletting or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), assigning and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in entitled to the possession, use, occupancy or utilization of any part of the Premisesusual commission for its services.

Consent Required.  (a) Except as otherwise set forth herein, Tenant shall not sellnot, whether voluntarily, involuntarily or by operation of law, without in each instance obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion (a) assign or in any manner otherwise transfer this Lease or any interest thereinthe term or estate herby granted, nor (b) sublet all or any part of the PremisesLeased Premises or allow the same to be used or occupied by anyone other than Tenant, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant (c) mortgage, pledge or otherwise collaterally transfer its interest encumber this Lease or all or part of the Leased Premises in any manner by reason of any act or omission on the part of Tenant. Landlord agrees that Landlord will not unreasonably withhold Landlord's consent to a sublease of the entire Leased Premises provided that the use thereof is in compliance with the use requirements and restrictions set forth in this Lease. Consent   INTIALS: LANDLORD RB TENANT DL  (b) The consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of law. If this Lease is assigned be assigned, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any entity other than Tenant, Landlord may collect rent from the assignee, subtenant undertenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant under-tenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Except as required in Exhibit B as part of Tenant's Work, Tenant shall not sell, assign or in make any manner transfer this Lease or any interest therein, nor sublet all or any part of structural alterations to the Premises, nor license concessions nor lease departments therein, Premises without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld, delayed . Landlord's consent may be conditioned on Tenant's agreement to remove all or conditioned provided Tenant and/or its transferee comply with any designated part of such alterations and to restore the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent Premises to the condition designated by Landlord in its consent at Expiration or Termination, provided Landlord identifies which alterations are to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, removed at the time of such assignment: 1it provides its consent to install them. Each assignee or sublessee Tenant, at its cost, shall agreehave the right to make, in a written agreement satisfactory without Landlord's consent, nonstructural alterations to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses interior of the Premises as described not exceeding $50,000 in Article I herein; 2cost. Each assignee Any alterations made shall remain on and be surrendered with the Premises on Expiration or sublessee Termination, except that, with respect to alterations not requiring Landlord's approval, Landlord can elect within thirty (30) days before Expiration, or within ten (10) days after Termination, to require Tenant to remove any alterations that Tenant has submitted a current financial statementmade to the Premises. If Landlord so elects, audited by a certified public accountant, showing a net worth and working capital in amounts determined Tenant at its cost shall restore the relevant Premises to the condition designated by Landlord to be sufficient to assure in its election, before the future performance by such assignee last day of the Term, or sublessee within thirty (30) days after notice of ▇▇▇▇▇▇’s obligations hereunder; 3election is given, whichever is later. Each assignee or sublessee has submitted, Anything in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size this Paragraph 10.01 to the Center contrary notwithstanding, Tenant shall have the absolute right to remove Tenant's personal property and in the sale of merchandise trade fixtures, bank vaults, vault doors, safe deposit boxes, ATM facilities, Drive-through teller facilities and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6connection devices. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred perform all restoration made necessary by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event removal of any assignment or subletting as provided above, there shall be paid to Landlord, such property within the time periods stated in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesParagraph 10.01.

Consent Required. Tenant shall not selltransfer or assign, assign or except in any manner transfer connection with a Leasehold Mortgage as further described below, this Lease or any the Tenant’s interest therein, nor sublet all or any part in and to the Premises without first obtaining the written consent of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided . Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or may however sublet the Premises or parts of them, or, enter into license or concession agreements, with a Major Credit Subtenant (as defined in section 5.3(i)) for any part sublet term or occupied by anybody with other than Tenantpersons for a term not to exceed one year, Landlord without Landlord’s consent, and may collect rent from enter into a Leasehold Mortgage that meets the assigneeconditions described below without Landlord’s consent. Any other sublease, subtenant concession, or occupant license shall require Landlord’s consent which shall not be unreasonably withheld or delayed. Any attempted assignment, sublease, concession, or license without the Landlord’s written consent where such consent is required, shall be void and apply the same confer no rights upon any third person. In addition, to the rent herein reservedextent required by any Fee Mortgage lender or Leasehold Mortgage lender, but no the consent of such assignment, subletting, occupancy or collection of rent lender shall also be deemed a waiver of required to any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: such transaction. (a) as Upon entering into any sublease agreement, concession agreement, or license agreement with a person where Landlord’s consent is unnecessary and informing Landlord of it or entering into such transactions with any other person with Landlord’s consent, Tenant shall be relieved of any obligations under this Lease from and after the effective date of such agreement during the term of such agreement and with respect to which the area or subject matter of such agreement, except for the duty to pay annual minimum rent and return the Premises to Landlord has consented; at the termination of the Lease, and Landlord shall look directly to the subtenant, concessionaire, or licensee to provide other performances and pay any Additional Rent. (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statuteHowever, includingif such subtenant, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violateconcessionaire, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premiseslicensee should default, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlordshall, in addition to any requirements or restrictions relating to a Leasehold Mortgage, give Tenant written notice of the Minimum Annual Rent default and a reasonable time, but not less than a 90 day period, to either cure such default or eject the defaulting subtenant, concessionaire, or licensee, before Landlord may take any action to terminate the Lease. Any such cure or ejectment shall as between Tenant and Landlord be a complete cure, but shall not restrict Landlord’s remedies, other charges due Landlord pursuant to this than termination of the Lease, such additional consideration as shall be attributable to against the right of use and occupancy of the Premisesdefaulting sub-tenant, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingconcessionaire, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premiseslicensee.

Consent Required. Tenant shall not sell, assign sublet or in any manner transfer this Lease or any interest therein, nor sublet all encumber the whole or any part of the Premises, nor license concessions nor lease departments thereinshall this Lease or any interest thereunder be assignable (for security purposes or otherwise) or transferable, voluntarily or involuntarily, by operation of law or by any process or proceeding of any court or otherwise without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord In determining whether to any assignment or subletting shall not waive the necessity for consent to any subsequent a proposed assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from consider any commercially reasonable basis for approving or disapproving the assignee, subtenant proposed subletting or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of including without limitation any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignmentfollowing: (ai) as to the experience or business reputation of the proposed assignee or sublessee, (ii) whether the clientele, personnel or foot traffic which Landlord has consented; will be generated by the business of the proposed assignee or (b) which sublessee is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and consistent in accordance Landlord's opinion with the provisions businesses of any law other tenants of the Buildings, (iii) notwithstanding that Tenant or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of others may remain liable under this Lease, and shall not be effective or deemed valid unless, at whether the time of such assignment: 1. Each proposed assignee or sublessee shall agree, in has a written agreement net worth and financial strength and credit record satisfactory to Landlord, to assume and abide by all of (iv) whether the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each the proposed assignee or sublessee shall not violatewill be substantially the same as the use of the Premises by Tenant, or whether such use is consistent with the businesses of other tenants then occupying the Buildings, and whether such use will violate or create any potential violation of applicable laws, codes any laws or ordinances, nor violate a breach or violation of any other agreements affecting lease or agreement by which Landlord is bound. Any assignment or sublease without Landlord's prior written consent, at Landlord's option, shall be void. No assignment or sublease shall release Tenant from primary liability hereunder. Each assignment and sublease shall be by an instrument in writing in form satisfactory to Landlord. The granting of consent to a given transfer shall not constitute a waiver of the Premises, Landlord or other tenants in the Center; and 6consent requirement as to future transfers. Tenant shall also pay Landlord an Assignment Fee as reimbursement to Landlord for administrative all legal fees and legal expenses other costs incurred by Landlord in connection with any assignment Landlord's consideration of Tenant's request for approval of assignments or sublettingsubleases, including assignments for security purposes. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and Tenant shall increase by One Hundred and 00/100 Dollars ($100.00) at the end deliver to Landlord with its request for Landlord's approval of each full Lease Year of the Lease Term. In the event of any a proposed assignment or subletting as provided above, there a fee of $500.00 which shall be paid to Landlord, in addition to credited against the Minimum Annual Rent fees and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges costs payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessentence.

Consent Required. (a) Tenant shall may not sell, assign or in any manner transfer or grant or suffer any encumbrance of Tenant’s interest in, this Lease in whole or any interest thereinin part, nor sublet all or any part portion of the Leased Premises, nor or grant a license concessions nor lease departments thereinconcession or other right of occupancy of any portion of the Leased Premises, without Landlord’s the prior written consent of Landlord in each instance, which . The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition It is understood that Landlord may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent arbitrarily and may not, under any circumstances, be required or compelled to grant such consent, however such consent shall include a prohibition against any subletting or assignment by operation of lawnot be unreasonably withheld. If this Lease is assigned be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; This prohibition against assignment or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership subletting shall be subject construed to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with include prohibition against any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase subleasing by One Hundred and 00/100 Dollars ($100.00) at the end operation of each full Lease Year of the Lease Term. In the event of any assignment law, legal process, receivership, bankruptcy or subletting as provided aboveotherwise, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee whether voluntary or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsinvoluntary. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. (b) Tenant shall have the obligation to pay a reasonable administrative fee to Landlord in connection with such assignment or sublease, of $15,000.00. Neither Tenant nor any other person having an interest in The foregoing administrative fee shall not be applicable to a permissible assignments without Landlord’s consent pursuant to Section 11.01(a), unless Tenant, the possession, use, occupancy assignee or utilization subtenant requires written confirmation or acknowledgement by Landlord of the Premises shall enter into any lease, assignment or sublease, license, concession, or requires the preparation or execution by Landlord of any documentation in connection with such assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Except for a permitted transfer as described in Section 13.4 below, Tenant shall not sellencumber, assign or in any manner otherwise transfer this Lease Lease, or any right or interest thereinhereunder, nor sublet all or in or to any part of the Premisesimprovements that hereafter may be constructed or installed on the leased premises, nor license concessions nor lease departments thereinand Tenant shall not sublet said premises in whole or in part, without Landlord’s the prior written consent in each instanceand approval of Landlord. No such encumbrance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment other transfer, whether voluntary or subletting. This prohibition shall include a prohibition against any subletting or assignment involuntary, by operation of law, under legal process, through receivership or bankruptcy, or otherwise, and no such subletting, shall be valid or effective without such prior written consent and approval. If Tenant or any permitted successor tenant is a corporation whose stock is NOT traded on a state or national stock exchange, or is an unincorporated association, partnership or limited liability company, and their occurs a transfer, assignment or hypothecation, whether in one transaction or a series of transactions, of any stock or interest in such corporation, association, partnership or limited liability company in the aggregate of in excess of ***, then except as provided in Section 13.4 below, such transfer shall be deemed as assignment within the meaning and provisions of this Article. Transfers of stock or interests among shareholders and/or partners existing as of the date of execution of this Lease is assigned or as of the date of any transfer ------------------------ *** Information omitted and filed separately with the Commission for confidential treatment. approved by Landlord shall not be included for purposes of determining whether there has been a transfer of stock or interest in a corporation, association, partnership or limited liability company in excess of ***. Should Tenant attempt to make or suffer to be made any such encumbrance, assignment, transfer or subletting, except as aforesaid, or should any right or interest of Tenant under this Lease be attached, levied upon or seized under legal process and the same shall not be released within ten (10) days therefrom, or should a receiver be appointed to take possession of the leased premises or the Premises operations of Tenant thereon, or should Tenant be adjudged bankrupt or insolvent and Tenant shall not have been discharged therefrom within thirty (30) days, then any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from of the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent foregoing events shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance breach of the assigneeconditions and restrictions of this Lease forthwith by written notice, subtenant and upon such termination this Lease shall cease and end and thenceforth by of no further force or occupant effect, except as tenanthereinafter otherwise provided. Should Landlord consent to any such encumbrance, assignment, transfer or a release subletting, none of Tenant from the performance by Tenant restrictions of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership this paragraph shall be subject thereby waived, but the same shall apply to all terms and conditions of this Leaseeach successive encumbrance, and shall not be effective or deemed valid unlessassignment, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment transfer or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excesshereunder, if any, of the rent and shall be severally binding upon each and every encumbrancer, assignee, transferee, subtenant and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable successor in interest of Tenant. No encumbrance, assignment, transfer (including any permitted transfer under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingSection 13.4), or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent subletting shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required release Tenant from its obligations under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. (a) Subject to Section 15.1(b) below, Tenant shall not sell, be permitted to assign or in any manner transfer this Lease or sublet any interest therein, nor sublet all or any part portion of the PremisesLeased Premises during the Initial Term and any Extension Term; provided, nor license concessions nor lease departments thereinhowever, without that: (i) Tenant notifies Landlord of its intention to assign or sublet (the “Transfer Notice”); (ii) the assignment or subletting is by written agreement and a copy thereof is provided by Tenant to Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to ; and (iii) any assignment or subletting shall not waive release Tenant from any of the necessity for consent terms, covenants, conditions or provisions of this Lease. Landlord specifically acknowledges that Tenant may either assign this Lease or sublet any portion(s) of the Leased Premises during the Initial Lease Term and any Extension Term to any subsequent assignment corporation or sublettingentity which is an Affiliate of Tenant or UO Inc. (the “Affiliate Assignment Right”). This prohibition shall include a prohibition against any subletting or assignment by operation Landlord acknowledges that the stock of law. If this Lease UO Inc. is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance publicly traded as of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions date of this Lease, and that any sale, assignment or other transfer of the stock of UO Inc. by a shareholder(s) shall not be effective deemed an assignment of this Lease by operation of law or deemed valid unlessotherwise. (b) Tenant specifically acknowledges that, at except for the time Affiliate Assignment Right, Tenant shall not sublet or assign any portion of the Leased Premises without first obtaining Landlord’s consent, such consent to not be unreasonably withheld, conditioned or delayed. In the event Landlord does not consent to a non-Affiliate sublet or assignment: 1, Landlord shall have the right to recapture that portion of the Lease Premises Tenant proposed to assign or sublet subject to the provisions of Section 15.1(c) hereto (the “Assignment Recapture Right”). Each assignee or sublessee shall agree, If Landlord does consent to a proposed assignment of sublet and fails to exercise the Assignment Recapture Right in a written agreement satisfactory to Landlord, to assume and abide by all of accordance with the terms and provisions of this Lease, including those which govern Tenant shall be free to assign or sublet the Permitted Uses Leased Premises to the proposed assignee or subtenant in Tenant’s sole discretion. (c) If Tenant proposes to assign this Lease or sublet any portion of the Leased Premises to a person or entity that is not an Affiliate of Tenant or of UO Inc., then Landlord shall have twenty (20) days from the date it receives a Transfer Notice to notify Tenant whether (i) Landlord approves of such non-Affiliate assignment or sublet, or (ii) Landlord elects to exercise the Assignment Recapture Right (the “Landlord Recapture Notice”). If Landlord elects to exercise the Assignment Recapture Right, then Tenant shall have twenty (20) days from the date it receives the Landlord Recapture Notice to rescind the proposed assignment or sublet to a non-Affiliate (the “Rescission Period”) by notice to Landlord. If Tenant elects to rescind such proposed assignment or sublet, the Assignment Recapture Right with respect to such proposed transfer shall be of no further force and effect as described in Article I herein; 2to such proposed assignment or sublet. Each assignee If Tenant does not rescind such proposed assignment or sublessee has submitted sublet during the Rescission Period, Tenant shall have six (6) months to vacate the Leased Premises from the date Tenant received the Landlord Recapture Notice. If Tenant proposes to assign this Lease or sublet any portion of the Leased Premises to a current financial statementperson or entity that is not an Affiliate of Tenant or of UO Inc., audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size Tenant may only propose an assignment with respect to the Center entire Leased Premises and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use a sublet with respect to an entire floor of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease TermBuilding. In the event of any assignment or subletting as provided abovea sublet that occurs upon such a floor by floor basis, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingwork in good faith, Tenant shall remain fully liable on this Lease both acting as expeditiously as possible, to address matters pertaining to Common Areas, Tenant’s Expense Share, Utility Services and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessimilar issues.

Consent Required. Tenant shall not sell, voluntarily assign or encumber its interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet all or sublease any part or all of the Premises, nor license concessions nor lease departments therein, without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld. Any assignment, delayed encumbrance or conditioned provided sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office. Landlord shall not waive be obligated to approve an assignment or subletting to (x) a current tenant of the necessity for Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord's prior written consent. Neither an assignment or subletting. This prohibition shall include a prohibition against subletting nor the collection of Rent by Landlord from any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody person other than Tenant, Landlord may collect rent from nor the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no application of any such assignment, subletting, occupancy or collection of rent Rent as provided in this Section shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law this Section or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject release Tenant from its obligation to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord obligation to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted pay Rent under Article I of this Lease; 4. The business reputation Any personal guarantee(s) of each assignee or sublessee Tenant's obligations under this Lease shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create remain in full force and effect following any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end Landlord may condition approval of each full Lease Year of the Lease Term. In the event of any an assignment or subletting as provided above, there shall be paid to Landlord, hereunder on an increase in addition to the Minimum Annual Rent and other charges due Landlord pursuant to amount of the Security Deposit or on receipt of personal guarantees of the assignee's or sublessee's obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such additional consideration as rights and/or options shall be attributable not run to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over subtenant, it being agreed by the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and parties hereto that any such proposed lease, sublease, license, concession, assignment or other agreement shall rights and options are personal to Tenant named herein and may not be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred.

Consent Required. (a) Landlord hereby consents to the mortgage by Tenant of Tenant’s interest in this Lease as additional collateral for the financing obtained by Tenant in the amount of $500,000,000.00. Such consent is on the same terms and conditions as those contained in the consents signed by City and State in April 2002 and all of the terms and conditions of said consents are incorporated herein. Neither said mortgage nor this consent shall extend to or affect the interest of Landlord as lessor, or its reversionary interest under this Lease, or the estate of Landlord in any to any land or building and improvements now or hereafter erected on the Leased Premises or the Access Tract. Any further or additional mortgage, pledge, or encumbrance of Tenant’s interest in this Lease shall require the written consent of Landlord as provided herein, which shall not sellbe unreasonably withheld, conditioned, or delayed. (b) Except as provided in Section 14.1(a) above, Tenant may not assign this Lease in whole or in any manner transfer this Lease part, or any interest therein, nor sublet all or any part of the Leased Premises, nor license concessions nor lease departments therein, without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, delayed conditioned, or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereofdelayed. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of lawlaw or otherwise. If this Lease is assigned or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody other than TenantTenant pursuant to said written consent of Landlord, Landlord may collect rent from the assignee, subtenant undertenant or occupant and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of After any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any approved assignment or subletting. The Assignment Fee initially will be One Thousand sublease, Tenant and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end any guarantor of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and shall not be released from liability for performing any of the performance of all terms, covenants and conditions of this Lease and such release unless specifically released in writing therefrom by Landlord, and sublessee or assignee specifically agrees to comply with the provisions of Section 24.10 of this Lease. Neither Should Landlord consent to an assignment or subletting of this Lease, Landlord shall not unreasonably withhold, condition, or delay its consent to the release of liability of Tenant nor and any other person having an interest in guarantor of Tenant from their obligations under this Lease, provided the possession, use, occupancy determination of reasonableness of a denial or utilization release of liability may include the same factors used to determine the reasonableness of the Premises shall enter into any lease, sublease, license, concession, consent to assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement subletting but shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesan independent determination.

Consent Required. Tenant Except for Permitted Transfers (defined below) Subtenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinnot, without Landlord’s the prior written consent in each instanceof Sublandlord, which consent (subject to the remaining provisions hereof) shall not be unreasonably withheld, delayed conditioned or conditioned provided Tenant and/or its transferee comply delayed, and the consent of Prime Landlord (which consent of Prime Landlord, shall be granted or withheld in accordance with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge terms of the Prime Lease); (i) assign this Sublease or otherwise collaterally transfer any of its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or rights hereunder; (ii) further sublet the Premises or any part sublet thereof to any other person or occupied entity; (iii) permit the use of the Premises by anybody any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenantSubtenant, or a release of Tenant from the performance its employees and agents approved in advance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consentedSublandlord at Sublandlord’s reasonable discretion; or (biv) which is required by reason of a final nonappealable order of a court of competent jurisdiction; permit the assignment or (c) which is made by reason of and in accordance with the provisions of any law or statuteother transfer, including, without limitation, any change in ownership or voting control of Subtenant, or any mortgage, encumbrance, pledge or other hypothecation of all or any part of this Sublease or any of Subtenant’s rights hereunder by operation of law ((i)-(iv), each a “Transfer”). Sublandlord shall have the laws governing bankruptcyright to recapture and terminate this Sublease with respect to any such portion of the Premises that Sublandlord proposes to Transfer. Unless Sublandlord elects to recapture the portion of the Premises which Subtenant proposes to assign or sub-sublease, insolvency Sublandlord shall not unreasonably withhold its consent to an assignment or receivership sub-sublease so long as the proposed sub-subtenant or assignee (i) has a reputation which in Sublandlord’s reasonable judgment, makes it appropriate for Sublandlord to consent to the proposed assignment or sub-sublease, and (ii) has, in Sublandlord’s reasonable opinion, the financial ability to perform its obligations under the assignment or sub-sublease. Neither the consent by Sublandlord to any Transfer, nor the acceptance or collection of rent from any assignee, transferee or sub-subtenant, shall be subject to all terms construed as a release of Subtenant from liability for each and conditions every term or obligation of this LeaseSublease, and Subtenant shall not be effective continue to remain primarily liable for all of the terms, covenants, conditions and liabilities of the “Subtenant” contained herein. No consent by Sublandlord to any Transfer in any one instance shall constitute a waiver of the necessity for such consent in any subsequent instance. Any Transfer or deemed valid unless, at attempted Transfer of the time of such assignment: 1. Each assignee or sublessee shall agree, Premises by Subtenant in a written agreement satisfactory to Landlord, to assume and abide by all violation of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there Section 9 shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesno force and effect.

Consent Required. Tenant shall not sell, assign assign, mortgage, pledge or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, nor grant any other use or occupancy right to any other person or entity to use all or any part of the Premises whether directly, indirectly or by operation of law or whether voluntarily or involuntarily (any of the foregoing being a "transfer"), without Landlord’s 's prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided instance at Landlord's sole and absolute discretion. Landlord has entered into this Lease with Tenant and/or its transferee comply with in order to obtain for the conditions benefit of the entire Hotel Complex the unique attraction of Tenant's trade name set forth in subparagraphs 1-6 hereofthe Basic Lease Information and the unique merchandising mix and product line associated with Tenant's business as described in Basic Lease Information, and Landlord has specifically relied on the identity and special skill of Tenant in its ability to conduct the specific business identified in Basic Lease Information, and the foregoing prohibition on assignment or subletting or the like is expressly agreed to by Tenant as a material consideration and inducement to Landlord to lease to Tenant. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in hereby acknowledges that the foregoing provisions of this LeaseSection 13.1 constitute a freely negotiated restraint on alienation. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of lawLaw and nothing contained herein shall be deemed to in any way limit Landlord's rights to oppose the assumption and/or assignment of this Lease in any Tenant bankruptcy proceedings. Any purported transfer made without full compliance with the provisions of this Section 13 shall, at Landlord's election, be void and shall confer no rights upon any third person. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: assignment (ai) as to which Landlord has consented; , or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (cii) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws Laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 113.1.1. Each assignee or sublessee subtenant shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including but not limited to those which govern the Permitted Uses Use of the Premises as described in Article I Section 8 herein;; and 213.1.2. Each assignee or sublessee subtenant has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee subtenant of ▇▇▇▇▇▇’s Tenant's obligations hereunder;; and 313.1.3. Each assignee or sublessee subtenant has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise merchandise, goods and services permitted under Article I Section 8 of this Lease;; and 413.1.4. The business background and reputation of each assignee or sublessee subtenant shall meet or exceed generally acceptable commercial standards;; and 513.1.5. The use of the Premises by each assignee or sublessee subtenant shall not violate, or create any potential violation of applicable laws, codes or ordinancesLaws, nor violate any other agreements affecting the Premises, Landlord or other tenants in the CenterHotel Complex or surrounding properties; and 613.1.6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for all administrative and legal expenses incurred by Landlord in connection with evaluating any such assignment or subletting. The Assignment Fee initially will be One subletting up to a maximum of Five Thousand and 00/100 Dollars ($1,000.00) and 5,000.00); and 13.1.7. Neither the assignee nor subtenant nor any person or entity affiliated in any manner with the assignee or subtenant shall increase own, operate, manage or control in any manner a hotel, resort/casino facility or other gaming operation; and 13.1.8. Any assignee or subtenant is found acceptable to do business with Landlord by One Hundred and 00/100 Dollars ($100.00) at Landlord's Security Department. For the end purposes of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration the entering into of any management agreement or any agreement in the nature thereof transferring control of the business operations of Tenant in the Premises as well as any substantial percentage of the profits and losses thereof to a person or entity other than Tenant, or otherwise having substantially the same effect, shall be attributable to the right treated for all purposes as a Transfer of use this Lease and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable shall be governed by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord provisions of this Section 13. Notwithstanding any transfer by Tenant pursuant to this Leasehereunder, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsall of Tenant's obligations hereunder. Notwithstanding any assignment or subletting, Tenant Each transfer shall remain fully liable on this Lease be subject to all of the terms and for the performance of all terms, covenants and provisions conditions of this Lease, including all restrictions on Transfer. Neither Tenant nor any other person having an interest in No act or conduct by the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (Landlord other than an amount based on its express written consent shall constitute its consent or waiver of its consent rights with respect to a fixed percentage particular transfer. No transfer or percentages of receipts or sales), and that consent to Transfer will operate to waive Landlord's rights with respect to any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesfuture transfer.

Consent Required. (a) Tenant may, with the prior written consent of Landlord, which, subject to the provisions of subparagraph (b) below, shall not sellbe unreasonably withheld or delayed, assign or in any manner transfer this Lease or any interest therein, nor sublet all the whole or any part of the PremisesLeased Property or the Improvements thereon. For purposes of this paragraph (a), nor license concessions nor lease departments thereinan assignment shall include any transfer of this Lease, without Landlord’s prior written consent whether voluntary or involuntary or by operation of law, including any merger or consolidation of Tenant and any transfer, sale, assignment, pledge, or other encumbrance, whether voluntary or involuntary or by operation of law, of more than twenty percent (20%) of the authorized and issued capital stock, membership or partnership interest, as applicable, of Tenant, except transfer upon death or intervivos among the shareholders, members and/or partners of Tenant. (b) Any assignment or subletting consented to by Landlord shall be upon the following conditions plus such other conditions as Landlord shall determine, in each instance, which consent its reasonable discretion: (i) The use of the Leased Property and Improvements by the subtenant or assignee shall comply with the use restrictions contained in Article IV; (ii) Tenant shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in default under this Lease. Consent ; (iii) The assignee, in a document satisfactory to Landlord and in recordable form, shall agree to faithfully perform and be bound by all of the terms, conditions, covenants, provisions and agreements of this Lease; (iv) Any sublease or assignment of lease shall provide that it is subject to the terms and conditions of this Lease and may, at Landlord's option, require the sublessee to attorn to Landlord; (v) Neither the Assignment nor any sublease nor Landlord's consent to either, shall release or discharge Tenant from any liability, past or future, under the Lease; (vi) Tenant shall remain fully liable under this Lease upon notice in accordance with this Lease from Landlord of any default under this Lease; (vii) Landlord's consent to any assignment or subletting sublease shall not waive constitute or be deemed its consent, nor constitute a waiver of the necessity for consent requirement of its consent, to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. (a) Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereinnot, without Landlord’s prior written consent in each instanceconsent, which consent (i) assign, convey or mortgage this Lease or any interest under it; (ii) sublet the Leased Premises or any part thereof; (iii) amend a sublease previously consented to by Landlord; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant. If Tenant proposes to assign the Lease or enter into any sublease of the Leased Premises, Tenant shall not deliver written notice thereof to Landlord, together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior to the effective date of the proposed assignment, or the commencement date of the term of the proposed sublease. Any proposed assignment or sublease shall be unreasonably withheldexpressly subject to all of the terms, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in and covenants of this Lease. Consent Any proposed assignment shall contain an express written assumption by assignee of all of Tenant’s obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Tenant under the terms of Section 6.2.1 and 6.2.2 hereof, (ii) provide for a copy to Landlord of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Landlord. (b) Landlord’s consent to any assignment or subletting shall not unreasonably be withheld. In making its determination as to whether to consent to any proposed assignment or sublease, Landlord may consider, among other things, the creditworthiness and business reputation of the proposed assignee or subtenant, the intended manner of use of the Leased Premises by the proposed assignee or subtenant, the estimated vehicular traffic on or about the Leased Premises which would be generated by the proposed assignee or subtenant or by its manner of use of the Leased Premises, and any other factors which Landlord may reasonably deem relevant. Tenant’s remedy, in the event that Landlord shall unreasonably withhold its consent to an assignment or subletting, shall be limited to injunctive relief or declaratory judgment and in no event shall Landlord be liable for damages resulting therefrom. No consent by Landlord to any assignment or subletting shall not waive the necessity for be deemed to be a consent to any subsequent further assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or to any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, sub-subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or . (c) which is made by reason In the event that Tenant proposes to assign the Lease or to enter into a sublease of and all or substantially all of the Leased Premises, Landlord shall have the right, so long as any first mortgage of Landlord shall consent in accordance with the provisions writing thereof, in lieu of any law or statuteconsenting thereto, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of terminate this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all as of the terms and provisions of this Lease, including those which govern the Permitted Uses effective date of the Premises proposed assignment or the commencement date of the proposed sublease, as described in Article I herein; 2the case may be. Each assignee or sublessee has submitted a current financial statement, audited Landlord may exercise said right by a certified public accountant, showing a net worth and working capital in amounts determined giving Tenant written notice thereof within twenty (20) days after receipt by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇Tenant’s obligations hereunder; 3. Each assignee or sublessee has submittednotice, given in writingcompliance with Section 10.1(a) hereof, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any proposed assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termsublease. In the event that Landlord exercises such right, Tenant shall surrender the Leased Premises on the effective date of any assignment or subletting as provided above, there the termination and this Lease shall be paid to Landlordthereupon terminate. Landlord may, in addition the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises. (d) In the event the Tenant subleases all or any portion of the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent hereunder, fifty percent (50%) of the Minimum Annual amount calculated by subtracting from the Rent and other charges due Landlord pursuant and consideration payable from time to this Lease, such additional consideration as shall be attributable time by the subtenant to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rentTenant for said space, the greatest amount of (i) the excess, if any, of the rent and other charges Rent payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease Tenant to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, allocated (based on the relative rentable square foot area of the total Leased Premises and of that portion of the Leased Premises so subleased by Tenant) to the subleased portion of the Leased Premises. (e) No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant’s obligations and agreements hereunder and Tenant shall remain primarily continue to be liable for such payments. Notwithstanding any as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessubletting had been made.

Consent Required. Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of its interest in or rights with respect to the PremisesPremises or its leasehold estate (collectively, nor license concessions nor lease departments therein“Assignment”), or permit all or any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion of the Premises (collectively, “Sublease”) without Landlord’s prior written consent, such consent not to be unreasonably withheld (subject to Landlord’s rights as described in Sections 14.5). Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in each instance, which consent shall the following instances: (a) the use of the Premises would not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in provisions of this Lease. Consent by Landlord to ; (b) Tenant is in default of any obligation of Tenant under this Lease; (c) the assignment or subletting shall not waive sublease is for a portion of the necessity Premises or would result in the dividing or sub-demising of the Premises; (d) the proposed assignee or sublessee is a governmental agency; (e) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or sublessee would involve occupancy by other than for consent a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (f) in Landlord’s reasonable judgment, the financial worth of the proposed assignee or sublessee is insufficient to fulfill the terms of the Lease; (g) the proposed assignee or sublessee (or any subsequent of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the ten years prior to the assignment or subletting. This prohibition shall include sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; (h) Landlord has experienced a prohibition against any subletting previous default by or assignment by operation of law. If this Lease is assigned in litigation with the proposed assignee or sublessee; (i) in Landlord’s reasonable judgment, the Premises or any part sublet or occupied by anybody other than Tenantof the Building, Landlord may collect rent from the assignee, subtenant or occupant and apply the same will be used in a manner that will violate any negative covenant as to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant use contained in this Section 13.1 or Lease; the acceptance use of the assigneePremises by the proposed assignee or sublessee will violate any applicable law, subtenant or occupant as tenantordinance, or regulation; (j) the proposed assignee or sublessee is a release of Tenant from tenant in the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; Building or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless▇▇▇▇▇▇▇▇, at the time of such assignment:Notice, or has within the prior six months been offered to Lease other office space in the Building or ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, by Landlord; or 1. Each assignee (k) the proposed assignment or sublessee shall agree, in a written agreement satisfactory sublease fails to Landlord, to assume and abide by include all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord required to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord included therein pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesArticle 14.

Consent Required. Tenant shall not sell, assign or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part thereof without Landlord's prior written approval, which approval may be granted or withheld in Landlord's reasonable discretion, except as provided herein. Notwithstanding anything in this Lease to the contrary, Tenant may assign or sublease to an affiliate of Tenant without Landlord's consent, and Tenant shall promptly notify Landlord in writing of such assignment or sublease. If Tenant desires to assign this Lease or sublet any or occupied by anybody all of the Premises to any person or entity other than an affiliate of Tenant, Tenant shall give Landlord may collect rent from the assignee, subtenant or occupant and apply the same written notice ninety (90) days prior to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance anticipated effective date of the assignee, subtenant assignment or occupant as tenant, or sublease. Landlord shall then have a release period of thirty (30) days following receipt of such notice and the information required hereunder to notify Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: in writing that Landlord elects to either (a) terminate this Lease as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all space so affected as of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited date so requested by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each , or (b) permit Tenant to assign this Lease or sublet such space, subject, however, to Landlord's prior written approval of the proposed assignee or sublessee has submittedsubtenant and of any related documents or agreements associated with the assignment or sublease, in writing, evidence satisfactory such consent not to Landlord of substantial retailing experience in shopping centers of comparable size to be unreasonably withheld so long as (i) the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each such proposed assignee or sublessee shall subtenant would be a Permitted Use and would not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting in Landlord's opinion increase the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year use of the Lease Term. In Premises or the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy Common Areas of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this LeaseProject, (ii) the highest Percentage Rent payable under proposed assignee or subtenant is of sound financial condition and is not an existing tenant or subtenant in the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingProject, or (iii) the increase proposed assignment or sublease would not be likely to result in any decrease in Rent, and (iv) the proposed assignee or subtenant's use and operation will be compatible with other tenants in the Consumer Price Index (as defined below) since the Commencement DateProject. Such additional rent If Landlord should fail to notify Tenant in writing of such election within said period, Landlord shall be paid deemed to have waived option (a) above, but written approval by Landlord concurrently with of the payments of Minimum Annual Rent required under this Lease, and Tenant proposed assignee or subtenant shall remain primarily liable for such paymentsbe required. Notwithstanding any assignment Failure by Landlord to approve a proposed assignee or subletting, Tenant subtenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions not cause a termination of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Tenant shall not sellassign, assign mortgage, pledge, --------------- encumber or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Leased Premises, nor license concessions nor lease departments thereinor allow any third party to occupy the Leased Premises, without Landlord’s the prior written consent of Landlord in each instance, which Landlord shall not unreasonably withhold. Any attempt to do any of such acts without such consent shall be null and void and of no effect. A transfer of control of Tenant, including but not limited to a transfer of stock if Tenant is a corporation (unless pursuant to a legitimate capital restructuring, i.e. an IPO) shall be unreasonably withhelddeemed an assignment under this Lease and shall be subject to all the provisions of this Article, delayed or conditioned provided Tenant and/or its transferee comply with including the conditions set forth in subparagraphs 1-6 hereofrequirement of obtaining Landlord's prior written consent. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Landlord to any assignment assignment, mortgage, pledge, encumbrance, transfer, subletting or subletting occupancy by a third party shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment assignment, mortgage, pledge, encumbrance, transfer, subletting or sublettingoccupancy by a third party. This prohibition against assigning, mortgaging, pledging, encumbering, transferring, subletting or occupancy by a third party shall be construed to include a prohibition against any assignment, mortgage, pledge, encumbrance, transfer, subletting or assignment occupancy by a third party by operation of law. If this Lease is assigned assigned, or if all or any part of the Leased Premises or any part is sublet or occupied by anybody other than Tenant, Landlord may collect rent Rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent herein reservedFixed Rent and Additional Rent reserved under this Lease, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of any its covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment assignment, mortgage, pledge, encumbrance, transfer, sublease or sublettingoccupancy by a third party, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. Neither Tenant nor Further, any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment consent to a sublease or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void conditioned upon Landlord recovering fifty percent (50%) of the difference, if any, between the Fixed Rent paid by the sublessee or occupant (less brokerage commissions and ineffective as a conveyance tenant improvement allowance) over the Fixed Rent due the Landlord under this Lease, and any consent to an assignment shall be conditioned upon receipt of fifty percent (50%) of any right premium fee or other charge paid by the proposed assignee to the Tenant. Tenant acknowledges and agrees that, without otherwise limiting the grounds under this Lease or applicable law on which Landlord may reasonably withhold its consent to any request by Tenant to assign this Lease or sublet the Leased Premises or otherwise transfer any interest in this Lease or right to occupy the possessionLeased Premises, useit shall be reasonable for Landlord to withhold its consent to any such request to an assignment, occupancy sublease or utilization other transfer if, (1) the use of any the Leased Premises contemplated by the proposed transferee would significantly increase the pedestrian and/or vehicular traffic in and around the Building or would generally not conform with the other tenant uses in the Building, or (2) The financial strength and business reputation of the proposed transferee is unacceptable to Landlord in its reasonable discretion. Without limiting the generality of the foregoing, Tenant acknowledges that the Leased Premises may not be used for welfare agencies; medical offices; counseling clinics; employment agencies; parole offices; call services; telephone bank offices; governmental offices; travel agencies; merchandise sales; storage of merchandise; safe deposit businesses; recording, dance or music studios; labor unions; beauty salons or ▇▇▇▇▇▇ shops; schools; public stenographers' or typists' offices; businesses of photographic or multilith or multigraph reproductions or offset printing (not precluding, however, the use of part of a leased space for the Premisestenant's own printing in connection with its own business operations); executive suites; preparation of food for sale on or off of the premises; sale of food; and businesses dealing generally with the public so as to generate a large amount of foot traffic within or around the Building.

Consent Required. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not sell, assign or in any manner transfer this Lease or any interest herein or any right or privilege appurtenant hereto, or hypothecate, encumber, or otherwise grant any security interest in or to the Lease, the Premises, or any alterations, betterments, or improvements therein, nor sublet or sublet, license, grant any concessions, or otherwise give permission to anyone other than Tenant to use or occupy all or any part of the Premises, nor license concessions nor lease departments thereinPremises (hereinafter sometimes referred to as a “Transfer”), without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold such consent if (i) the proposed Transferee does not have a favorable credit standing and tangible net worth reasonably acceptable to Landlord; and (ii) Tenant is not then in uncured default under this Lease. Any actual or attempted Transfer without the Landlord’s prior written consent or otherwise in each instanceviolation of the terms of this Lease shall, at Landlord’s election, be void and shall confer no rights upon any third person, and shall be a non-curable default under this Lease which consent shall entitle Landlord to terminate this Lease upon ten (10) days’ written notice to Tenant at any time after such actual or attempted Transfer without regard to Landlord’s prior knowledge thereof. The acceptance of rent by Landlord from any person or entity shall not be unreasonably withheld, delayed deemed to be a waiver by Landlord of any provision of this Lease or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereofa consent to any Transfer. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent A consent by Landlord to any assignment one or subletting more Transfers shall not waive the necessity for be deemed to be a consent to any subsequent assignment Transfer. In addition, any option to extend or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If renew the Term hereof, to terminate this Lease is assigned early, or to expand or contract the size of the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as personal to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this LeaseTenant, and shall not be effective or deemed valid unless, at Transferred without the time prior written consent of such assignment: 1. Each assignee or sublessee shall agree, Landlord in a written agreement satisfactory to Landlord, to assume and abide by all of accordance with the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesArticle.

Consent Required. Tenant shall not sell, assign or in any manner transfer this Lease or any interest thereinNeither Tenant, nor sublet all Tenant's legal representatives, successors or assigns shall mortgage or encumber this Lease, and any such mortgage or encumbrance shall be voidable, at the option of Landlord. Except as provided below, neither Tenant, nor Tenant's legal representatives, successors or assigns, shall assign this Lease, or sublet, or use or occupy or permit the Demised Premises or any part of the Premises, nor license concessions nor lease departments thereinthereof to be used or occupied by others, without the prior consent of Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed conditioned, or conditioned provided Tenant and/or its transferee comply with delayed. Any assignment, sublease or permission without such consent shall be voidable, at the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation option of lawLandlord. If this Lease is assigned shall be assigned, or if the Demised Premises or any part thereof shall be sublet or occupied by anybody any party other than Tenant, Landlord may may, after default by Tenant and the failure to cure such default during any applicable cure periods, collect rent from the assignee, subtenant or occupant and apply the same net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any covenants the obligations on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; sale or (b) which is required other transfer, including transfer by reason consolidation, merger or reorganization, of a final nonappealable order majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of a court majority of competent jurisdiction; or (c) which the partnership interests in Tenant, if Tenant is made by reason of and in accordance with the provisions of any law or statutea partnership, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions an Assignment for purposes of this LeaseArticle 3; and therefore, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violaterequire the prior consent of Landlord. No assignment, whether with or create any potential violation of applicable lawswithout Landlord's consent, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. shall relieve Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative from its covenants and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required obligations under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Tenant shall The Lessee will not sell, assign allow or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments thereincause a Transfer, without Landlord’s the prior written consent of the Lessor in each instance, instance which consent shall may not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to Notwithstanding any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same statutory provisions to the rent herein reservedcontrary, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s consent shall not be deemed to have been unreasonably withheld where ▇▇▇▇▇▇ refuses consent to a Transfer within twenty-four (24) months of either the Commencement Date or a previous Transfer. Without limiting the generality of the foregoing, no Transfer shall be effective, and no consent shall be given unless the following provisions have been complied with: a) There is no default of the obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted Lessee under Article I of this Lease; 4b) The Lessee shall have given at least thirty (30) days’ prior written notice of the proposed Transfer and the effective date thereof to the Lessor; c) A duplicate original of the documents affecting the Transfer shall be given to the Lessor within thirty (30) days after the execution and delivery thereof; d) The Transferee, except in the case of a Transfer described in Section 12.01(iv), shall have assumed in writing with the Lessor the due and punctual performance and observance of all the agreements, provisions, covenants and conditions hereof on the Lessee’s part to be performed or observed from and after the effective date of the Transfer. The Lessee acknowledges that the factors governing the granting of the Lessor’s consent to any Transfer may include, without limitation, the restrictive clauses entered into with other tenants by the Lessor, the financial background, business reputation history and the capability of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5the proposed Transferee in the Lessee’s line of business, and the nature of the business practices of the proposed Transferee. The use consent by the Lessor to any Transfer shall not constitute a waiver of the Premises by each assignee necessity for such consent to any subsequent Transfer. If a Transfer takes place, the Lessor may collect rent from the Transferee, and apply the net amount collected to the Rent herein reserved, but no such action shall be deemed a waiver of the requirement to obtain consent or sublessee shall not violatethe acceptance of the Transferee as lessee, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year a release of the Lease Term. In Lessee or any Indemnifier from the event further performance by the Lessee of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to covenants on the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy part of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsLessee herein contained. Notwithstanding any assignment or sublettingTransfer, Tenant the Lessee shall remain fully liable on under this Lease and for shall not be released from performing any of the performance obligations of all terms, covenants and provisions of the Lessee under this Lease. Neither Tenant nor any other person having an interest in Any Transfer, if consented to by the possessionLessor, use, occupancy may at the Lessor’s option be documented by the Lessor or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales)its solicitors, and that any such proposed lease, sublease, license, concession, assignment and all legal costs and the Lessor’s then-standard fee with respect thereto or other agreement to any documents reflecting the Lessor’s consent to the Transfer shall be absolutely void and ineffective payable by the Lessee on demand as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesAdditional Rent.

Consent Required. Tenant shall may not sellassign, assign transfer, encumber, mortgage or in any manner transfer convey this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, Leased Premises without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, delayed conditioned or conditioned provided delayed; provided, however, that such consent may be withheld at Landlord’s sole discretion if the proposed assignee or subtenant or its proposed use of the Leased Premises would be in violation of the requirements of any provider of financing for the Leased Premises or any agency having authority over the Leased Premises. Landlord’s refusal to grant consent under this Section 14.1 shall not be deemed an unreasonable withholding of consent if the general reputation or financial position of the proposed assignee or sublessee is unsatisfactory to Landlord after having had the opportunity to review financial and other information relating to the proposed assignee or sublessee and to make any necessary inquiries of the proposed assignee or sublessee. Notwithstanding the foregoing, Tenant and/or its transferee comply with shall have the conditions set forth right to assign this Lease to a present or future wholly owned subsidiary or parent or any successor-in-interest of the entire business of Tenant as a result of merger, consolidation, purchase, assignment or operation of law without the consent of Landlord. If Tenant is a corporation, except in subparagraphs 1-6 hereof. Under no circumstances cases where all the outstanding voting stock of Tenant is listed on the National Securities Exchange, any change in ownership or power to vote a majority of the outstanding voting stock or any merger, consideration or liquidation involving Tenant shall Tenant mortgage, pledge or otherwise collaterally transfer its be deemed an assignment of Tenant’s interest in this Lease. Consent by In the event Landlord consents to any assignment or subletting subletting, no such consent shall not waive the necessity for be deemed to be a consent to any subsequent assignment or sublettingsublease. This prohibition In the event that Landlord consents to an assignment of this Lease to a third party, Tenant shall include a prohibition against any subletting or assignment by operation be relieved of lawall of its obligations set forth in this Lease. If this Lease is assigned or the Premises or Landlord consents to any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitationsublet, the laws governing bankruptcy, insolvency or receivership sublease shall be subject to all the terms and conditions of this Lease, except those terms and conditions relating to Rent, Additional Rent, and any other amount due under this Lease. Any subtenant shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory acknowledge that it has reviewed and agreed to Landlord, to assume and abide by all of the terms and provisions conditions of this Lease. Such subtenant shall agree in the sublease not to do, or fail to do, anything that would cause Tenant to violate its obligations under this Lease. The sublease shall (a) require that subtenant shall have no right to exercise any purchase option granted to Tenant in this Lease, (b) contain a waiver of subrogation against Landlord and require subtenant’s insurance policies to acknowledge such a waiver of subrogation, (c) require subtenant to send Landlord copies of any and all notices concerning the subleased space that subtenant is obligated to provide to Tenant, (d) provide that, at Landlord’s option, the sublease shall not terminate in the event this Lease terminates and subtenant shall execute an attornment agreement if Landlord, in its absolute discretion, elects to have the sublease continue beyond the date of the termination of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth (e) provide that subtenant shall have no right (and working capital in amounts determined by shall waive any rights it may have) to hold Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create responsible for any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord liability in connection with the Leased Premises, including, without limitation, any assignment liability arising from the noncompliance with any federal, state or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition local laws applicable to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Leased Premises.

Consent Required. (a) Tenant shall not sellnot, assign without Landlord's prior written consent, (i) assign, convey or in any manner transfer mortgage this Lease or any interest therein, nor under it; (ii) sublet all the Leased Premises or any part thereof; (iii) amend a sublease previously consented to by Landlord; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant. If Tenant proposes to assign the Lease or enter into any sublease of the Leased Premises, nor license concessions nor lease departments thereinTenant shall deliver written notice thereof to Landlord, without Landlord’s together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior written consent in each instanceto the effective date of the proposed assignment, which consent or the commencement date of the term of the proposed sublease. Any proposed assignment or sublease shall not be unreasonably withheldexpressly subject to all of the terms, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in and covenants of this Lease. Consent Any proposed assignment shall contain an express written assumption by assignee of all of Tenant's obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Tenant under the terms of Section 6.2 hereof, (ii) provide for a copy to Landlord of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Landlord. (b) Landlord's consent to any assignment or subletting shall not unreasonably be withheld. In making its determination as to whether to consent to any proposed assignment or sublease, Landlord may consider, among other things, the creditworthiness and business reputation of the proposed assignee or subtenant, the intended manner of use of the Leased Premises by the proposed assignee or subtenant, estimated vehicular traffic on or about the Leased Premises which would be generated by the proposed assignee or subtenant or by its manner of use of the Leased Premises, and any other factors which Landlord may reasonable deem relevant. Tenant's remedy, in the event that Landlord shall unreasonably withhold to, an assignment or subletting, shall be limited to injunctive relief or declaratory judgment and in no event shall Landlord be liable for damages resulting therefrom. No consent by Landlord to any assignment or subletting shall not waive the necessity for be deemed to any assignment or subletting shall be deemed to be a consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such further assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or sub- subletting. (c) which is made by reason In the event that Tenant proposes to assign the Lease or to enter into a sublease of and all or substantially all of the Leased Premises, Landlord shall have the right, (so long as any first mortgage of Landlord shall consent in accordance with the provisions writing) in lieu of any law or statuteconsenting thereto, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of terminate this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all as of the terms and provisions of this Lease, including those which govern the Permitted Uses effective date of the Premises proposed assignment or the commencement date of the proposed sublease, as described in Article I herein; 2the case may be. Each assignee or sublessee has submitted a current financial statement, audited Landlord may exercise sold right by a certified public accountant, showing a net worth and working capital in amounts determined giving Tenant written notice thereof within twenty (20) days after receipt by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submittedTenant's notice, given in writingcompliance with Section 10.l(a) hereof, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any proposed assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termsublease. In the event that Landlord exercises such right, Tenant shall surrender the Leased Premises on the effective date of any the proposed assignment or subletting as provided abovesublease and this Lease shall thereupon terminate. Landlord may, there in the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises. (d) In the event that Tenant subleases only a portion of the Leased Premises, Tenant shall be paid pay to Landlord, in addition to monthly, as additional rent hereunder, fifty percent (50%) of the Minimum Annual amount calculated by subtracting from the Rent and other charges due Landlord pursuant and consideration payable from time to this Lease, such additional consideration as shall be attributable time by the subtenant to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rentTenant for said space, the greatest amount of (i) the excess, if any, of the rent and other charges Rent payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease Tenant to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, allocated (based on the relative rentable square foot area of the total Leased Premises so subleased by Tenant) to the subleased portion of the Leased Premises. (e) No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant's obligations and agreements hereunder and Tenant shall remain primarily continue to be liable for such payments. Notwithstanding any as a principal and not as a guarantor or Surety to the same extent as though no assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessubletting had been made.

Consent Required. (a) Tenant shall may not sell, assign or in any manner transfer or grant or suffer any encumbrance of Tenant's interest in, this Lease in whole or any interest thereinin part, nor sublet all or any part portion of the Leased Premises, nor or grant a license concessions nor lease departments thereinconcession or other right of occupancy of any portion of the Leased Premises, without Landlord’s the prior written consent of Landlord in each instance, which . The consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition It is understood that Landlord may refuse to grant consent to any assignment or subletting by Tenant with or without cause and without stating in its refusal to grant such consent the reasons for which it refuses to grant such consent arbitrarily and may not, under any circumstances, be required or compelled to grant such consent, however such consent shall include a prohibition against any subletting or assignment by operation of lawnot be unreasonably withheld. If this Lease is assigned be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any the covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; This prohibition against assignment or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership subletting shall be subject construed to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with include prohibition against any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase subleasing by One Hundred and 00/100 Dollars ($100.00) at the end operation of each full Lease Year of the Lease Term. In the event of any assignment law, legal process, receivership, bankruptcy or subletting as provided aboveotherwise, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee whether voluntary or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsinvoluntary. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions conditions of this Lease. (b) Tenant shall have the obligation to pay a reasonable administrative fee to Landlord in connection with such assignment or sublease, of $15,000.00. Neither Tenant nor any other person having an interest in The foregoing administrative fee shall not be applicable to a permissible assignments without Landlord’s consent pursuant to Section 11.01(a), unless Tenant, the possession, use, occupancy assignee or utilization subtenant requires written confirmation or acknowledgement by Landlord of the Premises shall enter into any lease, assignment or sublease, license, concession, or requires the preparation or execution by Landlord of any documentation in connection with such assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Consent Required. Tenant shall deliver to Landlord, promptly following execution, an executed copy of any assignment, sublease, or agreement relating to the Premises, regardless of whether or not such assignment, sublease, or agreement is permitted by this Lease or requires Landlord's consent. Except as hereinafter provided Tenant shall not sellassign, assign sublease or in any manner otherwise transfer by operation of law or otherwise this Lease or any interest therein, nor sublet all or any part of herein without the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instance, of Landlord which consent shall not be unreasonably withheld, delayed conditioned, or conditioned provided delayed. If Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge desires at any time to assign or otherwise collaterally transfer this Lease or sublease all or a portion of the Premises under circumstances where Landlord's consent is required, it shall first notify Landlord of its interest desire to do so and shall submit in this Leasewriting to Landlord: (i) the name of the proposed assignee or sublessee, (ii) the nature of the proposed assignee's or sublessee's business to be carried on in the Premises, (iii) a copy of the proposed assignment or sublease and any other agreements to be entered into concurrently with such assignment or sublease, and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee or sublessee. Consent by Landlord may condition its consent to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants sublease on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance execution by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each a written assumption by such assignee or sublessee has submitted, of the obligations of Tenant under this Lease. Tenant shall pay Landlord's reasonable direct out-of-pocket expenses in writing, evidence satisfactory reviewing such proposed assignment or sublease not to exceed $1,000. Landlord of substantial retailing experience shall respond to Tenant's request to assign or sublease this Lease in shopping centers of comparable size a timely manner not to exceed fifteen (15) days. This Lease may not be assigned or sublet without complying with the Center and in the sale of merchandise and services permitted under Article I provisions of this Lease; 4. The business reputation Section in reliance on any law relating to bankruptcy or debtor's rights generally unless adequate assurance of each future performance is provided Landlord including adequate assurance of the source of rent and other expenses due under this Lease for the entire term of this Lease and unless the assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The and the proposed use of the Premises by each the assignee or sublessee shall not violate, or create any potential violation are consistent with the type of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6Building and the use by such tenants of their Premises. Without sharing any rents, Tenant shall pay Landlord have the right to utilize portions of the Premises for the colocation of equipment of its customers (including, but not limited to other telecommunications carriers, internet service providers, and vendors), it being agreed that such colocation arrangement does not constitute an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy subleasing of the Premises, whenever the same . A collocation arrangement is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.arrangement

Consent Required. Notwithstanding the provisions of Section 28.2 below, neither Tenant shall not nor any sublessee or assignee of Tenant shall, directly or indirectly, voluntarily or by operation of law, sell, assign assign, encumber, pledge or in any manner otherwise transfer this Lease or any interest therein, nor sublet hypothecate all or any part of the PremisesPremises or Tenant's leasehold estate hereunder (each such act is herein referred to as an "Assignment"), nor license concessions nor lease departments thereinor sublet the Premises or any portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act is herein referred to as a "Sublease"), without Landlord’s 's prior written consent in each instance, which consent shall not be unreasonably withheld; provided that Landlord may withhold its consent in Landlord's sole and absolute discretion to any proposed Assignment or Sublease to any governmental agency. Tenant acknowledges and agrees that, delayed among other circumstances for which Landlord could reasonably withhold consent to a proposed Assignment or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances Sublease, it shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by be reasonable for Landlord to any assignment or subletting shall not waive the necessity for withhold consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of where (i) the excess, if any, proposed transferee does not intend itself to occupy the entire portion of the rent and other charges payable by the assignee Premises assigned or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Leasesublet, (ii) Landlord reasonably disapproves of the highest Percentage Rent payable under proposed transferee's business operating ability or history, reputation or creditworthiness or the Lease character of the business to be conducted by Tenant during the three (3) Lease Years immediately preceding such assignment or sublettingproposed transferee at the Premises, or (iii) the increase proposed transfer would violate any "exclusive" rights of any tenants in the Consumer Price Index Building, (as defined belowiv) since the Commencement Date. Such additional proposed transferee is an existing tenant of the Building and the Building has available for rent shall space that would be paid to Landlord concurrently competing with the payments space proposed for the Assignment or Sublease, (v) the use by the proposed transferee would increase the parking requirements for the Building under applicable zoning and land use laws or applicable covenants relating to the Building, or (vi) Landlord otherwise reasonably determines that the proposed Assignment or Sublease would have the effect of Minimum Annual Rent required under this Leasedecreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Building. In no event may Tenant shall remain primarily liable publicly offer or advertise all or any portion of the Premises for such paymentsassignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Building. Notwithstanding any assignment or sublettinganything contained herein to the contrary, Tenant shall remain fully liable on have the right, without Landlord's consent and without releasing Tenant from any liability hereunder, to effect an Assignment of this Lease and for to any entity that is owned or controlled to the performance extent of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other more than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.fifty

Consent Required. Tenant shall may not sell, assign or in any manner transfer this Lease or any interest thereinand/or sublet the Demised Premises, nor sublet all or any part of thereof without in each instance obtaining the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instanceof the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent The consent by Landlord to any assignment or subletting shall may not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of lawlaw and shall also include any transfer or conveyance of the corporate stock of Tenant. If this Lease is assigned be assigned, or if the Demised Premises or any part sublet thereof be underlet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant under-tenant or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunder-letting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 covenant, or the acceptance of the assignee, subtenant under-tenant or occupant occupancy as tenantTenant, or a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants covenants, and provisions conditions of this Lease. Neither Tenant nor shall pay to Landlord any other person having an interest reasonable costs and expenses (including legal fees incurred by Landlord in connection with such assignment or subletting. Notwithstanding the foregoing, Tenant shall have the right, without obtaining the Landlord's consent, to sublet portions of the Demised Premises for use as physical therapy, day care, health cafe, day spa, hair salon, and sale of clothing and fitness equipment; provided that no such sublease shall be for more than 2,500 square feet or, in the possessioncase of day care, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises10,000 square feet.

Consent Required. (a) The Tenant shall will not sell, assign this Lease in whole or in any manner transfer this Lease or any interest thereinpart, nor sublet all or any part of the Leased Premises, nor license concessions mortgage or encumber this Lease or the Leased Premises or any part of them nor lease departments thereinwill it permit the occupation of, or part with or share possession of all or any part of the Leased Premises by any Person (all of which transactions are referred to in this Article XIII as "Transfers") without Landlord’s the prior written consent of the Landlord in each instance, which consent shall consent, subject to Section 13.01 (b) will not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with . The consent by the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord to any assignment or subletting shall Transfer, will not waive constitute a waiver of the necessity for the Landlord's consent to any subsequent assignment or sublettingother Transfer. This prohibition shall include a prohibition against restriction on Transfers applies also to any subletting or assignment Transfer by operation of lawlaw and no Transfer will be considered to take place by reason of the failure by the Landlord to give notice to the Tenant within thirty (30) days as is required by Section 13.02. (b) Despite Section 23 of The Landlord and Tenant Act of Ontario, or any statute passed to take the place of or to amend that Act, the Landlord will rot be considered to be unreasonably withholding its consent, and may, whether or not it would otherwise be considered unreasonable, refuse to give its consent if Its reason or reasons for doing so is or are based upon all or any of the following factors: (i) any factor which a court of law would consider to be reasonable; (ii) whether the transferee has a good credit rating, Is of substantial means, Is capable of financing its acquisition of the Tenant's business and the Lease on terms and conditions at least as favourable as those originally obtained by the Tenant and whether the transferee has a history of successful business operations in the business conducted on the Leased Premises; (iii) whether the transferee or any partnership of which the transferee was a member at the time or a corporation (other than one described in Section 13.04 (b) of which the Tenant at the time was a shareholder, has become bankrupt or insolvent or has defaulted (other than by a minor technical default) under the terms or any lease for commercial or office premises whether leased from the Landlord or other parties; (iv) whether any Mortgagee, whose consent is required, regardless of its reason for doing so, refuses to consent to the Transfer; (v) whether the transferee is an existing tenant of the Project, and (vi) whether the Landlord has available for leasing to the transferee other space in the Project or any other comparable project owned or operated by the Landlord. (c) If there is a permitted Transfer of this Lease, the Landlord may collect Rent from the transferee and apply the net amount collected to the Rent required to be paid under this Lease, but no acceptance by the Landlord of any payments by a transferee as tenant or a release of the Tenant from the performance of its obligations under this Lease. If Any document effecting the transfer of this Lease and every document consenting to the Transfer will be prepared by the Landlord or its solicitors and the legal costs and other expenses in connection with the document will be paid to the Landlord by the Tenant as Additional Rent upon demand. Any consent by the Landlord will be subject to the following conditions: (i) the transferee will promptly execute an agreement agreeing with the Landlord to be bound by all the Tenants's obligations under this Lease as if the transferee had originally executed this Lease as tenant; (ii) the transferee will execute and Indemnity Agreement in a form satisfactory to the Landlord, in respect of the performance of the Tenant's and the transferee's obligations under this Lease and whether the Indemnity Agreement is assigned executed or not, the Tenant will remain jointly and severally liable with the transferee on this Lease and will not be released from any obligations under this Lease as amended from time to time; (iii) if the transferee agrees to pay to the Tenant a Rent or other amount, in respect of its use of the Leased Premises or any part sublet of it in excess of the Rent payable by the Tenant to the Landlord, the Rent under this Lease will be increased so that it equals the Rent or occupied amount payable by anybody the transferee to the Tenant; (iv) if the transferee agrees to pay to the Tenant or party other than Tenantthe Landlord in respect of a Transfer of all or any part of this Lease, Landlord may collect rent from the assigneeany amount, subtenant or occupant and apply the same any benefit, then it will pay to the rent herein reservedLandlord as Additional Rent, but no such assignmenton demand, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or an amount equal to the acceptance value of the assignee, subtenant amount or occupant as tenant, or a release benefit; (v) the transferee in taking possession of Tenant from the performance by Tenant of any covenants on Leased Premises will be considered to have confirmed and agreed to the part of Tenant herein contained. Any assignment: (a) as Landlord's right to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and continue charging for Rent including Additional Rent under this Lease in accordance with the provisions methods of any law or statute, including, without limitation, calculation employed by the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, Landlord at the time of such assignment:the Transfer; 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all (vi) if the rate of the terms and provisions of this Leaseannual Minimum Rent is increased, including those which govern the Permitted Uses of the Premises as described deposit mentioned in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially Section 4.02 (d) will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesincreased accordingly.

Consent Required. Tenant shall not sellbe entitled to assign, assign mortgage or encumber this lease, in whole or in part, or sublet any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premisesdemised premises if, nor license concessions nor lease departments thereinbut only if, without Landlord’s (1) the business of the substitute Tenant is compatible with, and does not compete or otherwise interfere with the businesses of the other Tenants, including the Lessor, or (2) if Tenant shall first obtain the prior written consent in each instanceof Lessor, which consent which, due to its relationship with Tenant and its duty toward other tenants, Lessor shall not be unreasonably withheldobligated to give, delayed or conditioned provided Tenant and/or its transferee comply with but rather shall have full right and privilege to withhold the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent consent by Landlord Lessor to any assignment or subletting shall not waive constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting or assignment by operation of law. If this Lease is lease be assigned or if the Premises demised premises or any part sublet or thereof be occupied by anybody other than Tenant, Landlord Lessor may collect rent from the assigneeassignee or occupant, subtenant or occupant and apply the same net amount collected to the rent herein reserved, but no such assignment, sublettingunderletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 provision or the acceptance of the assignee, subtenant under tenant or occupant as tenant, or as a release of Tenant from the further performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord on its part to be sufficient to assure the future performance by such assignee observed or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such paymentsperformed herein. Notwithstanding any assignment or sublettingsublease, Tenant shall remain fully liable on this Lease and for shall not be released from performing any of the performance of all terms, covenants and provisions terms of this Leaselease. Neither If Tenant nor any other person having an interest should assign or sublet, or attempt to do so in the possession, use, occupancy or utilization violation of the Premises provisions hereof, Lessor shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in have the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part option to terminate this lease on the net income or profits derived by any person from the part leased, used, occupied or utilized five (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises5) days' written notice.

Consent Required. Tenant shall not sellvoluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein or (2) assign or in any manner transfer this Lease or any interest thereinherein, nor sublet all sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, nor license concessions nor lease departments thereinor any portion thereof, without Landlord’s prior first obtaining the written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed or conditioned provided Tenant and/or its transferee comply with the conditions as set forth below in subparagraphs this Section 12, provided that (i) Tenant is not then in default under this Lease applicable notice and cure periods. A transfer of greater than a fifty percent (50%) interest (whether stock, partnership interest, membership interest or otherwise) of Tenant, either in one (1-6 hereof. Under no circumstances ) transaction or a series of transactions shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in be deemed to be an assignment under this Lease. Consent by Landlord to any assignment or subletting shall not waive the necessity for When Tenant requests Landlord’s consent to any subsequent such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available. This prohibition Tenant shall include also provide Landlord with a prohibition against any subletting copy of the proposed sublease or assignment by operation agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within fifteen (15) days of law. If receipt of the foregoing, to (1) terminate this Lease is assigned as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or any part sublease, on the same terms and conditions as stated in the proposed sublet or occupied by anybody other than Tenantassignment agreement, Landlord may collect rent from the assignee, subtenant or occupant and apply the same (3) consent to the rent herein reservedproposed assignment or sublease, but no or (4) refuse its consent to the proposed assignment or sublease, providing that such assignmentconsent shall not be unreasonably withheld, sublettingconditioned, or delayed so long as Tenant is not then in default under this Lease beyond applicable notice and cure periods. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy or collection of rent agreement with such party on such terms as shall be deemed a waiver of acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which claims against Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statuterelated thereto, including, without limitation, the laws governing bankruptcy, insolvency any claims for any compensation or receivership shall be subject profit related to all terms and conditions of this Lease, and shall not be effective such lease or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term. In the event of any assignment or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesagreement.

Consent Required. Tenant shall not sell, voluntarily assign or encumber its interest in any manner transfer this Lease or any interest thereinin the Premises, nor sublet all or sublease any part or all of the Premises, nor license concessions nor lease departments therein, without Landlord’s prior written consent in each instanceconsent, which consent shall not be unreasonably withheld. Any assignment, delayed encumbrance or conditioned provided sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default by Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in under this Lease. Consent In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee’s reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement, in no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office). Landlord shall not waive be obligated to approve an assignment or subletting to (x) a current tenant of the necessity for Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord’s prior consent. Neither an assignment or subletting. This prohibition shall include a prohibition against subletting nor the collection of Rent by Landlord from any subletting or assignment by operation of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody person other than Tenant, Landlord may collect rent from nor the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no application of any such assignment, subletting, occupancy or collection of rent Rent as provided in this Section shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law this Section or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject release Tenant from its obligation to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all of comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant’s obligations under this Lease, including those which govern the Permitted Uses obligation to pay Rent under this Lease. Any personal guarantee(s) of the Premises as described in Article I herein; 2. Each assignee or sublessee has submitted a current financial statement, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇Tenant’s obligations hereunder; 3. Each assignee or sublessee has submitted, under this Lease shall remain in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center full force and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of the Premises by each assignee or sublessee shall not violate, or create effect following any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end In addition to Landlord’s other rights under this Section, Landlord may condition approval of each full Lease Year of the Lease Term. In the event of any an assignment or subletting as provided above, there shall be paid to Landlord, hereunder on an increase in addition to the Minimum Annual Rent and other charges due Landlord pursuant to amount of the Security Deposit or on receipt of personal guarantees of the assignee’s or sublessee’s obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal or extension options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such additional consideration as rights and/or options shall be attributable not run to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, of the rent and other charges payable by the assignee or sublessee over subtenant, it being agreed by the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and parties hereto that any such proposed lease, sublease, license, concession, assignment or other agreement shall rights and options are personal to Tenant named herein and may not be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisestransferred.

Consent Required. In the event that the Tenant desires to sublease or assign the Premises to any other party, the terms and conditions of such sublease or assignment shall be communicated to the Landlord in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable in writing to the Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Tenant of Landlord hereunder or alternatively to recapture said space and the within Tenant shall be released from any and all obligations hereunder. In the event Landlord does not recapture the Lease as provided herein, Tenant shall not sell, assign or in any manner transfer its interest under this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, Premises without Landlord’s 's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld, delayed and the consent of any mortgagee or conditioned provided deed of trust holder. Tenant and/or its transferee comply with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgagenot at any time pledge, pledge hypothecate, mortgage or otherwise collaterally transfer encumber its interest in under this LeaseLease as security for the payment of a debt or the performance of a contract. Consent by Landlord to any assignment or subletting Tenant shall not waive the necessity for consent permit its interest under this Lease to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment be transferred by operation of law. If this Lease is assigned Any purported assignment or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent sublease made without Landlord's consent shall be deemed a waiver void. Notwithstanding the foregoing provisions of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee16.1, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and Landlord's consent shall not be effective required for an assignment of this Lease or deemed valid unless, at a subletting of the time Leased Premises to an Affiliate of such assignment: 1. Each assignee Tenant or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by any entity that is acquiring all or substantially all of the assets of Tenant. As used herein, the terms "Affiliate" and provisions of this Lease, including those which govern the Permitted Uses "any entity that is acquiring all or substantially all of the Premises as described in Article I herein; 2. Each assignee assets of Tenant" shall mean any entity that controls, is controlled by or sublessee has submitted a current financial statementis under common control with Tenant, audited by a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure whether through the future performance by such assignee or sublessee ownership of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submitted, in writing, evidence satisfactory to Landlord of substantial retailing experience in shopping centers of comparable size to the Center and in the sale of merchandise and services permitted under Article I of this Lease; 4. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use more than at least fifty percent (50%) of the Premises by each assignee or sublessee shall not violate, or create any potential violation of applicable laws, codes or ordinances, nor violate any other agreements affecting the Premises, Landlord stock or other tenants in the Center; and 6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year equity interest of the Lease Term. In relevant entity or the event power to vote the same under the terms of any assignment a partnership or subletting as operating agreement with respect to such entity, provided above, there shall be paid such entity has a value equal to Landlord, in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy at least eighty percent (80%) of the Premises, whenever the same is receivable by Tenant, together with, as additional rent, the greatest of (i) the excess, if any, total value of the rent and other charges payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable under the Lease to Landlord by Tenant pursuant to this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent shall be paid to Landlord concurrently with the payments stock of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or subletting, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space in the Premises which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the part leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesTenant.