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. 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 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. 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 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 (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. (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. 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. 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. 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. (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. 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. (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. 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. (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 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. 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. (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. 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. 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. (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) 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. 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. 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. (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. 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. 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. 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. 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. 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 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 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. 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, 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. (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) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) sublet all the Leased Premises or any part thereof; (iv) amend a sublease previously consented to by Landlord; or (v) 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 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 expressly subject to all of the terms, conditions and covenants of this Lease. 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 a policy of insurance as required of Tenant under subsection 6.0(h) hereof; (ii) contain a provision for the benefit of Landlord’s prior written consent , substantially in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply with the conditions form set forth in subparagraphs 1Section 6.3 hereof; (iii) provide for a copy to Landlord of notice of default by either party; and (iv) 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 credit-6 hereofworthiness and business reputation of the proposed assignee and any guarantor of assignee's obligations 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. Under Tenant's remedy, in the event that Landlord shall unreasonably withhold its consent to any assignment or subletting, shall be limited to injunctive relief or declaratory judgment and in no circumstances event shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this LeaseLandlord be liable for damages resulting therefrom. Consent 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 or to any sub-subletting. This prohibition Anything contained herein to the contrary notwithstanding, Landlord shall include a prohibition against not be obligated to consent to any subletting assignment, conveyance or assignment by operation mortgage of law. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than interest under it as set forth in Section 10.0(a) above, unless Amoco Corporation, if it is the then guarantor of Tenant's obligations hereunder, Landlord may collect rent from the assignee, subtenant or occupant and apply the same has consented in writing 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 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, in accordance with the provisions 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 ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submittedTenant's notice, given in writingcompliance with Section 10.0(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 that Tenant subleases only a portion of the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent hereunder, fifty percent (50%) of the Minimum Annual Rent 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 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. Except as set forth in Section 10.1, 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 sellnot, whether voluntarily, involuntarily, or by operation of law or otherwise, without the prior written consent of Landlord, (a) assign or in any manner otherwise transfer this Lease or any interest thereinthe term and estate hereby granted, nor or offer or advertise to do so, (b) sublet all the Leased Premises or any part of thereof, or offer or advertise to do so, or allow the Premisessame to be used, nor license concessions nor lease departments thereinoccupied or utilized by anyone other than Tenant, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Leased Premises or any part thereof in any manner whatsoever, or (d) permit the Leased Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant without Landlord’s in each instance obtaining the prior written consent of Landlord; provided, however, (i) Tenant shall have the right to assign or sublet the Leased Premises in each instance, which consent whole or in part provided that the assignee or subtenant shall be acceptable to the Landlord and such assignee or subtenant shall be as credit worthy as other occupants of VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA and shall conduct a business consistent with and meet the standards imposed on other occupants of VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA and further the occupancy by such assignee or subtenant shall not be unreasonably withheld, delayed result in a breach of or conditioned provided violation of any term of any lease between the Landlord and any other occupant of VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA; or (ii) Tenant and/or its transferee comply shall have the right (with 60 days prior written notice to the Landlord) to assign or sublet the Leased Premises to a related entity owned by the parent entity of the Tenant which parent entity shall have not less than a twenty percent (20%) ownership interest in the related entity to which the Tenant assigns or sublets and such assignee or subtenant shall conduct a business consistent with the conditions Tenant and meet the standards imposed on other occupants of VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA and further the occupancy by the assignee or subtenant shall not result in a breach of or violation of any term of any lease between the Landlord and any other occupant of VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA. Any assignment made pursuant to subparagraph 11.01(i) above shall be subject to the following provisions: It is further agreed between the Landlord and Tenant that the Landlord shall be entitled to receive any increase in the rent or other considerations paid by an assignee or subtenant in excess of the rental obligations of the Tenant to the Landlord as 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 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 basis or reasons for which it refuses to grant such consent (whether arbitrarily or otherwise) and may not, under any circumstances, be required or compelled to grant such consent. If this Lease is be assigned without consent of Landlord, or if the Leased Premises or any part sublet thereof be underlet or occupied by anybody any party other than TenantTenant without consent of Landlord, 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; 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 further provided that Landlord shall not be effective or deemed valid unless, at have the time option of such assignment: 1. Each assignee or sublessee shall agree, in a terminating this Lease on written agreement satisfactory notice to Landlord, to assume and abide by all Tenant given within twenty (20) days after receipt 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 request for Landlord's approval 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 notice 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; provided, however, Tenant may elect to withdraw its request for assignment or (iii) subletting and the increase in the Consumer Price Index (Lease shall not terminate as defined below) since the Commencement Dateprovided for hereinbefore. Such additional rent This prohibition against assignment or subletting shall be paid construed to Landlord concurrently with the payments include prohibition against any assignment or subleasing by operation of Minimum Annual Rent required under this Leaselaw, and Tenant shall remain primarily liable for such paymentslegal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. 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 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. 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 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. 18.2.1. If Landlord does not elect to terminate this Lease, Tenant shall not sellmay proceed with the assignment or sublease in accordance with the Notice of Intent, 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 subject to Landlord’s 's prior written consent (except as set forth in each instanceSection 18.7), which consent shall not be unreasonably withheldwithheld or delayed. Without limiting the generality of the foregoing, delayed it shall not be unreasonable for Landlord to withhold its consent if: (a) the reputation or conditioned provided Tenant and/or its transferee comply financial responsibility of the proposed assignee or subtenant is unsatisfactory to Landlord; (b) Landlord deems the business of the proposed assignee or subtenant not to be consonant with that of other tenants in the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge Building; (c) the intended use by the proposed assignee or otherwise collaterally transfer its interest in this Lease. Consent subtenant conflicts with any commitment made by Landlord to any assignment or subletting shall not waive other tenant in 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 consentedBuilding; or (bd) 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 the proposed subtenant or 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 would result in an increase in traffic in the Center; andBuilding or in demand on Building services, maintenance or facilities. Any failure by Landlord to approve or disapprove of such assignment or sublease within fifteen (15) days after Landlord's receipt of such notice shall be deemed to be an approval by Landlord of such assignment or sublease. 618.2.2. Tenant shall pay Landlord an Assignment Fee Landlord, as reimbursement Additional Rent, the sum of Five Hundred Dollars ($500.00) to Landlord for cover Landlord's administrative costs and legal expenses incurred by Landlord counsel fees, in connection with any subletting or 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 which 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 Premisesconsents.

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.

Consent Required. Tenant Subtenant shall not not, directly or indirectly, by operation of law or otherwise, 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 PremisesSubleased Premises or Subtenant's leasehold estate hereunder, nor license concessions nor lease departments thereinor sublet or otherwise permit the occupancy of the Subleased Premises or any portion thereof (any of the foregoing being referred to herein as a "Transfer"), without Landlord’s the 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 of Sublandlord and 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 Article 14 of the Master Lease, it being expressly agreed as between Sublandlord and Subtenant that the provisions of Section 14.1(b) of the Master Lease shall be applicable as between Sublandlord and Subtenant under this Sublease) in each instance; any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership such Transfer shall be subject to all terms and conditions of the rights of the Landlord under said Article 14 and, except as otherwise specifically provided for or modified herein, such rights shall apply equally to Sublandlord. Subtenant agrees that any consent to any Transfer of this Lease, Sublease or the Subleased Premises shall not be deemed to be a consent to any other Transfer and shall not thereby release or discharge Subtenant of its obligations or liabilities hereunder. Any assignment or subletting for which Sublandlord's consent is required hereunder made without such consent shall be effective or deemed valid unless, at the time of such assignment: 1void. Each assignee or sublessee shall agree, in Sublandlord agrees to use commercially reasonable efforts to attempt to cause Landlord to consent to a written agreement satisfactory to Landlord, to assume and abide by all of the terms and provisions proposed Transfer of this LeaseSublease, 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 provided that (i) Subtenant pays 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 costs incurred by Sublandlord with respect thereto, and (ii) Sublandlord shall in no event be required to initiate any litigation against 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 Premisestherewith.

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 ; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) sublet all the Leased Premises or any part thereof; (iv) amend any sublease previously consented to by the Landlord; or (v) 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 prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply together with the proposed terms of such assignment or sublease agreement at least thirty (30) days prior to the effective date thereof. Any proposed assignment or sublease shall be expressly subject to the terms, 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 a written assumption by assignee of all of Tenant's obligations under this Lease. (b) Landlord's consent to any assignment or subletting shall be granted or withheld, in Landlord's sole discretion; 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 compatibility of the proposed use of the Leased Premises with the general character of the Real Estate, 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 enter into a sublease of and in accordance with the provisions of any law all 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 substantially 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 Leased Premises, Landlord or other tenants shall have the right, in the Center; and 6lieu of consenting thereto, to terminate this Lease. Landlord may exercise said right by giving Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative and legal expenses incurred written notice thereof within thirty (30) days after receipt by Landlord of Tenant's notice, given in connection compliance with any Section 10.1(a) hereof, of the 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 date set forth in Landlord's notice to Tenant as the termination date, in which event Tenant shall vacate and surrender the Leased Premises as required herein, and this Lease shall thereupon terminate. Landlord may, in the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises. (d) 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 as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent relieve Tenant from Tenant's obligations 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, 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. Landlord acknowledges Tenant may sublet portions of the Premises (not to exceed a total of sixty percent (60%) of the Premises) to Globaltech, Inc. and Bane & Associates, provided such subtenants enter into written subleases reasonably satisfactory to Landlord. Tenant shall not sellotherwise sublet or encumber the whole or any part of the Promises, assign or in any manner transfer nor shall this Lease or any interest thereinthereunder be assignable (for security purposes or otherwise) or transferable, nor sublet all voluntarily or involuntarily, by operation of law or by any part process or proceeding of any court or otherwise without the Premises, nor license concessions nor lease departments therein, without Landlord’s 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 Building, (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 if Tenant will be effective or deemed valid unlessvacating the Premises, 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 Building, 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 $100.00 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. Except as otherwise expressly permitted in Section 15.10 (Permitted Sublease) herein, neither Tenant shall not sellnor Tenant's legal 45 52 representatives or successors in interest shall, assign by operation of law or in any manner transfer otherwise, transfer, assign, mortgage or otherwise encumber this Lease or (any interest thereinof such to be considered an assignment for purposes of this Article), nor sublet all nor suffer or permit the Demised Premises or any part thereof to be used or occupied by others (any of the Premises, nor license concessions nor lease departments thereinsuch to be considered a subletting for purposes of this Article), without Landlord’s the prior written consent of Landlord 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 assigned, or if the Demised Premises or any part sublet or occupied by anybody other than Tenantthereof are sublet, 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 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 provisions hereof, 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; Tenant's obligations 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 liabilities under this Lease, and . The consent of Landlord to an assignment or subletting shall not in any way be effective or deemed valid unless, at construed to relieve Tenant from obtaining the time express consent in writing 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 further assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and In no event shall increase by One Hundred and 00/100 Dollars ($100.00) at the end any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, without Landlord's prior written consent in each full Lease Year instance. A modification, amendment or extension of the Lease Term. In the event of any assignment or subletting as provided above, there a sublease shall be paid deemed a separate sublease. If any lien is filed against the Demised Premises or the Project or the Building for brokerage services claimed to Landlordhave been performed for Tenant, in addition to whether or not actually performed, the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such additional consideration as same 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 discharged by Tenant pursuant to this Leasewithin thirty (30) days thereafter, (ii) at Tenant's expense, by filing the highest Percentage Rent payable under the Lease bond required by Tenant during the three (3) Lease Years immediately preceding such assignment law 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 Leaseotherwise and paying any other necessary sums, and Tenant shall remain primarily liable for agrees to indemnify and defend Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such paymentsalleged brokerage services. Notwithstanding any assignment or sublettingAll liens which are discharged by bonding shall, 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 upon final resolution of the Premises shall enter into any leasedispute giving rise thereto, 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 be removed of record 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), Tenant at its sole cost 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 Premisesexpense.

Consent Required. Tenant (a) Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not sellassign, assign mortgage, or in any manner transfer encumber this Lease or any interest thereinof its rights, nor interests or estates hereunder or in the Premises, sublet all the Premises or any part of thereof, or suffer or permit the Premises, nor license concessions nor lease departments thereinor any part thereof, to be used, occupied or operated by others for desk space, mailing privileges or any other purpose, or suffer or permit any of the other transactions or events described in this sentence by operation of law or otherwise, without Landlord’s the prior written consent of Landlord in each instance, which consent shall not may be unreasonably withheld, delayed given or conditioned withheld by Landlord in its sole and absolute discretion (except as otherwise expressly 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 Article), and if any assignment of the foregoing transactions or subletting events occur without Landlord’s consent same 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 lawbe null and void. If this Lease is assigned be assigned, or if the Premises or any part thereof be sublet or occupied by anybody person other than Tenant, Landlord may may, after an Event of Default, collect rent from the assignee, subtenant subtenant, or occupant occupant, and apply the same net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy occupancy, or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the provisions hereof, the acceptance of the assignee, subtenant 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) Landlord’s consent to an assignment or subletting shall not, in any way, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease, further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space, or any part thereof, to be used, occupied or operated by others, except as to which Landlord has consented; otherwise expressly provided in Section 9.16 hereof. In no event shall any assignment instrument or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; sublease be amended or (c) which is made by reason of and modified, without Landlord’s prior written consent in each instance, 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 For the purposes of this Lease, the entering into of any other person having an interest management, franchise or operating agreement, or any agreement in the possession, use, occupancy nature thereof transferring control of the operation or utilization management of any portion of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space of the business being conducted in the Premises which provides or any portion thereof to a person other than Tenant (or a permitted subtenant, as the case may be), or transferring control of any substantial percentage of the profits and losses from the business operations in the Premises (or any portion thereof) to a person other than Tenant (or a permitted subtenant, as the case may be), or otherwise having substantially the same effect, including a so-called “take-over agreement” in respect of the Premises or Tenant’s interest therein or in this Lease, shall be treated for rental all purposes as an assignment of this Lease (or an assignment of a permitted sublease, as the case may be) and shall be governed by the provisions of this Section 9.01. (b) For the purposes of this Lease, “Permitted Occupant” means Tenant, a subtenant or other payment person that is permitted to occupy all or a portion of the Premises pursuant to this Article 9, for so long as 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 subtenant or other agreement shall be absolutely void and ineffective as person is so permitted to occupy all of a conveyance of any right or interest in the possession, use, occupancy or utilization of any part portion of the PremisesPremises and a Permitted Affiliated Person (as such term is defined in Section 9.17 hereof).

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 or a Permitted Transferee, and their respective officers, employees, and agents to occupy any part of the Premises. Landlord may withhold its consent to any assignment or sublease (and the same shall be deemed reasonable) if Tenant is in default under this Lease, if the proposed assignee or sublessee is a tenant or subtenant in the Project or an affiliate or such a tenant or subtenant and Landlord has space available in the Building for such tenant, subtenant or affiliate, as the case may be, or if the financial responsibility, nature of business, or character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord, or if the proposed assignee or sublessee is a governmental entity or agency. Landlord will not otherwise unreasonably withhold its consent on any other basis to such an assignment or subletting. Landlord shall notify Tenant of its consent or its withholding of consent within ten (10) business days after Landlord’s receipt of Tenant’s request for such consent, together with all other documentation required hereunder in connection therewith. 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. (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) Subject to the further provisions of this Article 10, neither this Lease nor the Term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise (nor shall any of Tenant’s duties hereunder be delegated, including the duty to make payments hereunder to Landlord), and neither the Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant shall not sell, assign or be encumbered in any manner transfer this Lease by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any interest therein, nor sublet sublease of all or any part of the Premises, nor license concessions nor lease departments therein, Premises shall be assigned or otherwise encumbered without the prior consent of Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed . The dissolution or conditioned provided direct or indirect transfer of control 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 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 direct or any part sublet remote parent (however accomplished, including, by way of example only, the admission of new partners or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant members or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy withdrawal of existing partners 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 tenantmembers, or a release transfers of interests in distributions of profits or losses of Tenant from the performance by Tenant and/or its parent, transfer of any covenants on the part stock, issuance of Tenant herein contained. Any assignment: (a) as to which Landlord has consented; additional stock, redemption of stock, stock voting agreement, or (b) which is required by reason change in classes of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of stock and in accordance with the provisions of any law or statute, including, without limitation, and by way of example only, the laws governing bankruptcytransfer of a majority of the outstanding capital stock of a company, insolvency or receivership which company owns one hundred percent (100%) of a second tier company, which in turn owns fifty one percent (51%) of the outstanding capital stock of a corporate tenant under this Lease) shall be subject deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. No assignment or other transfer of this Lease and the Term and estate hereby granted, and no subletting of all terms or any portion of the Premises shall relieve Tenant of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting in accordance with this Article 10. Any assignment or sublet in violation of this Article 10 shall be void and conditions of no force or effect. Notwithstanding the foregoing, so long as Tenant is a partnership, changes in the partners of Tenant in the ordinary course of Tenant’s business by reason of the death, withdrawal, termination, retirement, resignation, bankruptcy or adjudication of incompetency of one or more partners or the admission of new partners (any of the foregoing being referred to as a “Partnership Event”) shall not be deemed an assignment of this Lease, and shall not be effective or deemed valid unless, at require the time consent of such assignment: 1. Each assignee or sublessee shall agree, in a written agreement satisfactory to Landlord, to assume and abide by all unless such Partnership Event (i) occurs as a result 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, described 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 clauses (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) in Section 10.01(b) (in which case the highest Percentage Rent payable under provisions of Section 10.01(b) shall be applicable), or (ii) shall be effected in order to circumvent the prohibition upon the assignment of Tenant’s interest in this Lease without Landlord’s consent as provided in this Article 10. Notwithstanding anything to the contrary contained herein, the transfer of the outstanding capital stock of any Tenant corporation through the “over the counter market” or through any recognized stock exchange (other than transfers to those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease. (b) Notwithstanding Section 10.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity (a “Successor Entity”) created by Tenant during the three merger, reorganization or recapitalization of or with Tenant, or (3ii) Lease Years immediately preceding such assignment a purchaser of all or sublettingsubstantially all of Tenant’s assets, or (iii) Tenant by deemed assignment due to the increase direct or indirect transfer of control of Tenant and/or its direct or any remote parent (however accomplished, including, by way of example only, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant and/or its parent, transfer of stock, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock and including, without limitation, and by way of example only, the transfer of a majority of the outstanding capital stock of a company, which company owns one hundred percent (100%) of a second tier company, which in turn owns fifty one percent (51%) of the outstanding capital stock of a corporate tenant under this Lease); provided, in the Consumer Price Index case of clauses (i), (ii) and (iii), that (A) Landlord shall have received a notice of such assignment (or deemed assignment) from Tenant at least ten (10) days prior to the effective date of such event, unless such prior notice is not permitted by any Legal Requirements (including the Securities Exchange Act of 1934, as defined belowamended) since or pursuant to a written agreement in which case Tenant shall give Landlord notice of such assignment (or deemed assignment) within ten (10) days following such event, (B) the Commencement Date. Such additional rent shall be paid assignee unconditionally assumes by written instrument all of Tenant’s obligations under this Lease (or, if applicable, Tenant has delivered to Landlord concurrently with the payments evidence that such assumption has occurred by operation of Minimum Annual Rent required law), (C) such assignment is for an independent valid business purpose not primarily designed to effectuate an assignment of this Lease and not to avoid any obligations under this Lease, and (D) the assignee (or deemed assignee) shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment and proof of such net worth shall remain primarily liable for be provided to Landlord within ten (10) days following the effective date of such payments. event (the “Net Worth Test”). (c) Notwithstanding any assignment or sublettingSection 10.01(a), Tenant shall remain fully liable on this Lease and for have the performance right to permit undivided occupancy of all terms, covenants and provisions up to fifteen percent (15%) of this Lease. Neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization Rentable Square Feet of the Premises without the consent of Landlord (provided that Tenant shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization for space give Landlord notice 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 Article 31), and provided further that any such proposed lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance the use of any right or interest in Desk Space (as such term is hereinafter defined) complies with the possession, use, occupancy or utilization of any part of the Premises.following provisions:

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. Without the prior written consent of Landlord, Tenant shall may not sellsublease, assign assign, mortgage, pledge, hypothecate or in any manner otherwise transfer or permit the transfer of this Lease or any the 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, in whole or in part, by operation of law or otherwise. Consent by If Tenant desires to enter into any sublease or assignment, Tena▇▇ ▇▇▇ll deliver written notice thereof to Landlord, together with financial and other information sufficient for Landlord to any make an informed judgment with respect to such proposed subtenant or assignee and a copy of the proposed sublease or assignment agreement at least 60 days prior to the commencement date of the term of the proposed sublease or subletting shall not waive the necessity for assignment. In making its determination of whether to consent to any subsequent assignment proposed sublease 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 Tenantassignment, Landlord may collect rent from take into consideration the assignee, business reputation and credit worthiness of the proposed subtenant or occupant assignee; the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and apply vehicular traffic in the same Premises and to the rent herein reserved, but no Building which would be generated by the proposed subtenant or assignee; and any other factors which Landlord shall deem relevant. The withholding or granting of any such assignment, subletting, occupancy or collection of rent consent shall be deemed in the sole discretion of Landlord. Landlord shall in no event be obligated to consider a waiver of consent to any restrictive covenant contained in this Section 13.1 proposed sublease or the acceptance assignment of the assignee, subtenant or occupant as tenant, or a release of Premises if Tenant from the performance by Tenant of any covenants on the part of Tenant herein containedis then in default under this Lease. Any assignment: (a) as to which Landlord has consented; approved sublease 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 assignment shall be expressly subject to all the terms and conditions of this Lease, and in the event of an assignment, the instrument shall not be effective or deemed valid unless, at contain a clause obligating 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 Tenant's obligations to Landlord during the term 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. assignment 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 on the end first day of each full Lease Year month during the term 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 rentsublease, the greatest excess of (i) the excess, if any, of the all rent and other charges payable by consideration due from the subtenant or assignee or sublessee for such month over that portion of the Minimum Annual Monthly Base 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 Adjustment due under this Lease, and Tenant shall remain primarily liable Lease for such payments. Notwithstanding any assignment said month which is allocable to the space sublet 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 Premisesassigned.

Consent Required. Tenant shall not sellvoluntarily or involuntarily or by operation of law, assign assign, transfer or encumber 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, 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 in any subsequent assignment or subletting. This prohibition shall include Landlord agrees to consent to Tenant subleasing all or 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 portion of the assignee, Leased Premises to a subtenant or occupant as tenant, or a release of Tenant from the performance entity that is controlled by Tenant of any covenants on or Guarantor, provided that Landlord reasonably determines that the part of Tenant herein contained. Any assignment: (a) as sublease does not impair the Tenant’s ability 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 perform its 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 hereof without Landlord’s specific written release. Landlord shall have the right to convey all or any part of its interest in the real property of which the Leased Premises are a part or its interest in this Lease. All covenants and obligations of Landlord under this Lease shall cease upon the execution of such conveyance, but such covenants and obligations shall run with the land and shall be binding upon the subsequent owner or owners thereof or of this Lease. Neither In the event that a permitted sublease hereunder generates Minimum Rent in excess of the proportional amount then being paid by Tenant nor under the terms of this Lease and such sublease is not with a subtenant entity that is controlled by Tenant or guarantor, then in such event Landlord and Tenant shall share equally in such profit pursuant to a document confirming the terms and conditions of such sublease. ARTICLE I WASTE, GOVERNMENTAL REGULATIONS AND HAZARDOUS SUBSTANCES 9.01 Waste or Nuisance. Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other person having an interest Tenant 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 PremisesProperty.

Consent Required. Except as set forth in Section 6.01, and subject to the provisions of Section 6.02, Tenant shall not sellnot, without the prior written consent of Landlord in each instance, (i) assign or in any manner transfer otherwise transfer, this Lease or any interest thereinof its rights hereunder; (ii) sublet the Premises nor any part thereof, nor sublet all permit the use of the Premises or any part of the Premisesthereof by any persons other than Tenant or its employees, nor license concessions nor lease departments thereinagents and invitees; (iii) collaterally assign, 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 mortgage or otherwise collaterally transfer its interest in encumber this Lease. Consent by Landlord to Lease or any of Tenant's rights hereunder; or (iv) permit the assignment or subletting shall not waive the necessity for consent to other transfer of this Lease or any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment of Tenant's rights hereunder by operation of law. If this Lease is assigned Tenant shall not sublease or offer to sublease all or any portion of the Premises or assign or offer to assign all or any part sublet or occupied by anybody portion of its interest in this Lease to any other than TenantTenant in the Office Campus without Landlord's prior written consent, which consent Landlord may collect rent withhold in its sole discretion. The consent by Landlord to any assignment, transfer, or subletting to any person shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly so stated (it being understood that in all instances, even where Landlord's consent is not required, Tenant shall remain primarily liable as a principal and not as a guarantor or surety) nor shall the collection or acceptance of Rent from any such assignee, transferee, 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 constitute 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 containedsuch provision. 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 No consent by Landlord to any such assignment, transfer, subletting, mortgaging or encumbering in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance, nor shall any consent by Landlord be sufficient construed to assure the future performance permit reassignment or resubletting by such a permitted assignee or sublessee sublessee. For purposes of ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee the foregoing, a transfer, conveyance, grant or sublessee has submittedpledge, directly or indirectly, in writingone or more transactions, evidence satisfactory to Landlord of substantial retailing experience an interest in shopping centers Tenant (whether stock, partnership interest, membership interest or other form of comparable size to ownership or control), or the Center and issuance of new interests by which an aggregate of more than fifty percent (50%) of the interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the sale of merchandise and services permitted under Article I date of this Lease; 4Lease shall be deemed an assignment of this Lease (which assignment shall be permitted without Landlord's consent if the conditions set forth above in Section 6.01 above are satisfied); provided, however, that this limitation shall not apply to any corporation, all the outstanding voting stock of which is listed on a national securities exchange. The business reputation Landlord's acceptance of each assignee any name for listing on the Building Directory will not be deemed, nor will it substitute for, Landlord's consent, required under this Lease to any sublease, assignment or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use other occupancy 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 an assignment or subletting as provided above, there shall be paid to Landlord, not in addition to conformance with the Minimum Annual Rent and other charges due Landlord pursuant to terms of this Lease, such additional consideration as assignment and/or subletting shall be attributable to void ab initio, and Landlord shall have the right of use and occupancy to terminate this Lease or to require that the Premises be surrendered to Landlord for the balance of the Premises, whenever Lease Term (in the same is receivable by Tenant, together with, as additional rent, case of an assignment) or for the greatest of (i) the excess, if any, term 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, proposed sublease (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 Datecase of a sublease). Such additional rent termination shall in no event be paid construed to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding limit Landlord's right to damages or any assignment or subletting, Tenant shall remain fully liable on this Lease and other relief for the performance violation of all terms, covenants and provisions the terms 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 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 or allow any other person to occupy all or any part thereof, without the prior written consent of Landlord in each instance, and 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, without being limited to, a transfer of stock or 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), shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including the requirement of obtaining Landlord’s prior consent. The consent by Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not 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 and Landlord’s consent is required, Tenant shall submit to Landlord: (i) the proposed sublease or assignment, which is not to commence prior to thirty (30) days from the date the submission to Landlord occurs, and (ii) sufficient information to permit Landlord to determine the acceptability, financial responsibility, and character of subtenant or assignee. (C) Within fifteen (15) days after receipt of the materials and information set forth in Section 15.1(B), Landlord shall respond by either granting or refusing its consent to the proposed sublease or assignment, as provided in Section 15.1(D). (D) Landlord shall not unreasonably withhold, condition or delay its consent to the proposed sublease or assignment. Such consent shall be deemed to be reasonably withheld if: (i) in the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building; (ii) in the reasonable judgment of Landlord the purposes for which the subtenant or assignee intends to use the Demised Premises or Subject Premises, as the case may be, are not in keeping with the standards of Landlord for the Building or the terms of this Lease, or are in violation of the terms of any other lease departments thereinin the Building; (iii) Tenant is in default under this Lease; (iv) the proposed subtenant or assignee is a governmental unit (or subdivision or agency thereof); (v) the assignee or sublessee is not, in the sole judgment of Landlord, solvent or does not have unencumbered assets of a value at least equal to twice the projected costs of the obligations to be assumed for the unexpired term of this Lease; (vi) in the reasonable judgment of Landlord such a sublease or assignment would violate any term, condition, covenant, or agreement of the Landlord involving the Building, or any other tenant’s lease within it; or (vii) 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. Notwithstanding anything to the contrary contained in this 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 following terms: (i) the terms and conditions of this Lease shall in no way be deemed modified, abrogated or amended; (ii) Tenant shall pay Landlord a reasonable fee determined by Landlord for each sublease or assignment submitted, not to exceed Two Thousand Dollars ($2,000.00); and (iii) the consent shall not be deemed a consent to any further subletting or assignments by either Tenant, subtenants or assignees. In addition to the foregoing conditions, if Tenant shall assign this Lease, the assignee shall expressly assume all obligations of Tenant hereunder in a written instrument 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 satisfactory to Landlord, the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord, at Landlord’s option and written request, in the event this Lease terminates before the expiration of the sublease. Tenant shall not be released from any obligations or liabilities under this Lease as a result of any assignment of this 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 pursuant to the terms of this Article 15, then Tenant shall pay Landlord as 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 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 Tenant’s brokerage commission, the reasonable cost of improvements made by Tenant at Tenant’s cost without reimbursement by such assignee or subtenant in connection with such transfer, and legal fees not to exceed $2,000.00 paid in connection with any such assignment or sublease. (G) Notwithstanding any to the contrary in this Lease, Tenant may, without Landlord’s prior written consent in each instanceconsent, which consent but with prior notice to Landlord, sublet all or any portion of the Demised Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant so long as such transferee remains a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, or nonbankruptcy reorganization; or (iii) a purchaser of all of Tenant’s stock or assets. The above is referenced hereafter as “Permitted Transfer”. For the purpose of this Lease, sale of Tenant’s capital stock through any public exchange or issuances for purposes of raising financing 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 deemed an 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 transfer 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 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. Except as expressly provided in this Article XIII, 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 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 Leaseexercising sole and absolute discretion. 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: 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 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. A. 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. B. 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;; and 3. C. 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 merchandise, goods and services permitted under Article I VIII of this Lease;; and 4. D. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards;; and 5. E. 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 CenterHotel Complex; and 6. F. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for all 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 ; and G. Neither the assignee nor sublessee nor any person or entity affiliated in any manner with the assignee or sublessee shall increase own, operate, manage or control in any manner a hotel/casino or other gaming operation; and H. Any assignee or sublessee is found acceptable to do business with Landlord by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease TermLandlord’s parent company’s Compliance Committee. In the event of any assignment or subletting requiring Landlord’s consent as provided abovefor in this Section 13.1, there Tenant shall be paid pay to Landlord, Landlord in addition to the Minimum Annual Rent and other charges due Landlord pursuant to this Lease, such Lease ninety percent (90%) of any additional consideration as shall be received by Tenant and attributable to the right of use and occupancy of the Premises, whenever the same is receivable by Tenant, Premises together with, as additional rent, the greatest greater of (i) the excess, if any, of the rent rent, as defined in Section 4.8 of this Lease, 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, or (ii) the highest excess, if any, of the average Minimum Annual Rent and Percentage Rent payable paid under the this Lease by Tenant during the three (3) Lease Years immediately preceding such assignment or subletting, subletting over the Minimum Annual Rent and other charges payable to Landlord by Tenant pursuant to this Lease. Additional rent will be equitably adjusted if Landlord consents to a sublease or (iii) assignment of less than the increase in whole of the Consumer Price Index (as defined below) since the Commencement DatePremises. 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 The sale, issuance or transfer of any voting capital stock of Tenant or any voting capital stock of any corporate entity which directly or indirectly controls Tenant (if any one of such entities, Tenant or any such controlling corporate entity, is a corporation the stock of which is not traded on the New York Stock Exchange, NASDAQ or the American Stock Exchange), or any interest in any noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor which results in a change in the direct or indirect voting control (or a change in the identity of any person, persons, entity or entities with the power to vote or control at least fifty percent (50%) of the voting shares of any class of stock) of Tenant or any corporate or noncorporate entity which directly or indirectly controls Tenant or Tenant’s Guarantor shall be deemed to be an assignment of this Lease within the meaning of this Section. In addition, the transfer of control of more than twenty five percent (25%) of the value of Tenant’s assets in one transaction or a series of transactions, shall constitute an assignment of this Lease within the meaning of this Section. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association, or corporation which directly or indirectly controls Tenant, or the transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability company, a limited liability partnership, or any other entity which possesses the characteristics of limited liability, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Section. Any such prohibited act by Tenant (or any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord’s option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Term, and any such act shall be null and void. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operating arrangement or the like, except pursuant to the provisions of this Section. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Hotel Complex the unique attraction of Tenant’s Required Trade Names, attractions, goods and services associated with Tenant’s business as described in this Lease, and Landlord has specifically relied on the identity and special skill of the Tenant in its ability to conduct the specific business identified in this Lease, 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. Tenant hereby acknowledges that the foregoing provisions of this Section constitute a freely negotiated restraint on alienation. Without limiting any of the foregoing provisions, 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 rent or other payment for such use, occupancy, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the part property 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 purported lease, sublease, license, concession, assignment concession 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 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, 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. 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 only, which Landlord’s consent shall not be unreasonably withheldwithheld or delayed. Any Assignment or Sublease that is not in compliance with this Article 17 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 by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include from 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 proposed assignee, subtenant sublessee 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; 2shall not constitute consent to such Assignment or Sublease by Landlord. 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 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 or other tenants in the Center; and 6. Tenant shall pay Landlord an Excess Assignment Fee as reimbursement Consideration which is attributable to Landlord for administrative and legal expenses incurred by Landlord this Lease in connection with any assignment or sublettingAssignment, and fifty percent (50%) of the Excess Sublease Consideration, shall be payable to Landlord as Additional Rent. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and right to such amounts is expressly reserved from the grant of Tenant’s leasehold estate for the benefit of Landlord. Tenant shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Termuse reasonable, diligent efforts to collect all such amounts. In the event of any assignment or subletting as provided above, there Landlord 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 have the right of use and occupancy of the Premisesfrom time to time, whenever the same is receivable upon reasonable advance notice, to review Tenant’s records relating to any such amounts payable to or received 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 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 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 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 to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include from 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 proposed assignee, subtenant sublessee 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; 2shall not constitute consent to such Assignment or Sublease by Landlord. 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 Seventy percent (70%) 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. total amount paid to Tenant shall pay Landlord an Assignment Fee as reimbursement which is attributable to Landlord for administrative and legal expenses incurred by Landlord this Lease in connection with any Assignment and seventy percent (70%) 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, after deducting Tenant's actual, incurred costs for reasonable and customary brokerage commissions and tenant improvements in connection with such assignment or subletting. The Assignment Fee initially will be One Thousand and 00/100 Dollars ($1,000.00) and right to such amounts is expressly reserved from the grant of Tenant's leasehold estate for the benefit of Landlord. Tenant shall increase by One Hundred and 00/100 Dollars ($100.00) at the end of each full Lease Year of the Lease Term17 use reasonable diligent efforts to collect all such amounts. In the event of any assignment or subletting as provided above, there Landlord 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 have the right of use and occupancy of the Premisesfrom time to time, whenever the same is receivable upon reasonable advance notice, to review Tenant's records relating to any such amounts payable to or received 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 Sublandlord’s consent shall not sell, assign be required for a Transfer by Subtenant of this Sublease or in any manner transfer this Lease or any interest therein, nor sublet all or any part portion of the PremisesSubleased Premises to a “Permitted Transferee” (as defined in the Prime Lease) so long as the proposed transferee has a net worth that equals or exceeds Subtenant’s net worth as of the Effective Date. Otherwise, nor license concessions nor lease departments thereinSubtenant shall not, directly or indirectly, whether voluntarily, involuntarily or by operation of law, assign this Sublease, sublease the Subleased Premises or any part thereof, or permit the use or occupancy of the Subleased Premises by anyone other than Subtenant, without Landlord’s first obtaining the prior written consent in each instanceof (1) Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Subtenant Default exists, and (2) Landlord if Landlord’s consent is required under the Prime Lease (in which case such consent shall be governed by the Prime Lease). In no event may Subtenant encumber or conditioned provided Tenant and/or its transferee comply with hypothecate this Sublease or the conditions set forth in subparagraphs 1-6 Subleased Premises. Any assignment, sublease, use or occupancy by any party other than Subtenant, encumbrance or hypothecation shall constitute a “Transfer” for purposes hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in this Lease. Consent by Landlord In addition to any other reasonable basis upon which Sublandlord may withhold consent to a proposed assignment, sublease or other Transfer, Sublandlord may withhold consent based on Landlord’s disapproval of a proposed assignment, sublease or other Transfer. Any assignment, subletting or other Transfer by Subtenant in violation of this Section 8 shall constitute a Subtenant Default, entitling Sublandlord to exercise any and all of the remedies provided herein for a Subtenant Default, including, but not limited to, termination of this Sublease or Subtenant’s right to possession of the Subleased Premises and such 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 be null 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. (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 therein, nor in part 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 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 shall pay Landlord Five Hundred and No/100 Dollars ($500.00) to cover Landlord's expenses in reviewing said request. A transfer of control of Tenant, including, without being limited to, a transfer of stock or 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), shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including the requirement of obtaining Landlord's prior consent; provided, however, such consent shall not be unreasonably withheldrequired provided the resultant entity (i) has a net worth equal to or greater than Tenant, delayed or conditioned provided Tenant and/or its transferee comply with and (ii) acknowledges in writing it shall remain bound by the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge or otherwise collaterally transfer its interest in terms of 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 assignment, mortgage, pledge, encumbrance, transfer or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law. If . (b) In the event Tenant desires to assign this Lease or sublet all or a portion of the Demised Premises, Tenant shall submit to Landlord, (a) the proposed sublease or assignment, which is assigned not to commence prior to thirty (30) days from the date the submission to Landlord occurs, and (b) sufficient information to permit Landlord to determine the acceptability, financial responsibility, and character of subtenant or assignee. (c) Within thirty (30) days after receipt of the Premises or any part sublet or occupied by anybody other than Tenantmaterials and information set forth in Section 15.l(b), Landlord may collect rent from the assigneeshall respond by, 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 assignmenteither: (a) granting or refusing its consent to the proposed sublease or assignment, as to which Landlord has consentedprovided in Section 15.l(d); or (b) which is required by reason of a final nonappealable order of a court of competent jurisdictionterminating this Lease on the date the assignment was to commence; or (c) as to a sublease, terminating this Lease for only the portion of the Demised Premises to be subleased (the "Subject Premises") as of the date on which the sublease was to commence. Tenant shall remain liable for all payments due under this Lease through the date of termination even though such amounts may be billed subsequent to termination. (d) If Landlord does not terminate this Lease in the case of a proposed assignment or terminate the Lease as to the Subject Premises pursuant to Section 15.l(c), Landlord shall not unreasonably withhold, condition or delay its consent to the proposed sublease or assignment. Such consent shall be deemed to be reasonably withheld if, (i) in the judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is made by reason of and not in accordance keeping with the provisions standards of any law Landlord for the Building; (ii) in the judgment of Landlord the purposes for which the subtenant or statuteassignee intends to use the Demised Premises or Subject Premises, includingas the case may be, without limitation, are not in keeping with the laws governing bankruptcy, insolvency standards of Landlord for the Building or receivership shall be subject to all the 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, are in a written agreement satisfactory to Landlord, to assume and abide by all violation of the terms and provisions of any other lease in the Building; (iii) Tenant is in default under this Lease, including those which govern ; (iv) the Permitted Uses Subject Premises or the remaining balance 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 Demised 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, is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes; (v) the proposed subtenant or assignee is either a governmental unit (or subdivision or agency thereof) or a present occupant of or negotiating for space in the Building, (vi) the assignee or sublessee is not, in the sole judgment of Landlord, solvent; (vii) in the judgment of Landlord such a sublease or assignment would violate any term, condition, covenant, or agreement of the rent and Landlord involving the Building, or any other charges payable 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 over would either violate any applicable law, statute, ordinance, code or regulation or would impose any obligation upon Landlord to comply with any of the Minimum Annual Rent and other charges payable under foregoing or increase Landlord's obligation to comply with any of the Lease 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 Landlord by Tenant pursuant to the contrary contained in this Lease, (ii) the highest Percentage Rent payable under the Lease by Tenant during the three (3) Lease Years immediately preceding such Tenant's sole right and remedy in any dispute as to whether Landlord's consent to a proposed sublease or proposed assignment or subletting, or (iii) the increase in the Consumer Price Index (as defined below) since the Commencement Date. Such additional rent has been unreasonably withheld shall be paid to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease, an action for declaratory judgment or specific performance and Tenant shall remain primarily liable for not be entitled to any damages if Landlord is adjudged to have unreasonably withheld 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 Premisesconsent.

Consent Required. Tenant shall not sellvoluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (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 withheld unreasonably withheldas set forth below in this Section 12, delayed or conditioned provided that (i) Tenant and/or its transferee comply is not then in default under this Lease nor is any event then occurring which with the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall giving of notice or the passage of time, or both, would constitute a default hereunder, and (ii) Tenant mortgage, pledge has not previously assigned 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 transferred this Lease is assigned or any interest herein or subleased the Premises or any part sublet thereof. When Tenant requests Landlord's consent to such assignment or occupied by anybody other than Tenantsubletting, it shall notify Landlord may collect rent from in writing of the assigneename 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, subtenant or occupant and apply the same which financial statements shall be audited to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent extent available and shall in any event 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 prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the provisions proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease 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 law portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or statutesublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld so long as Tenant is not then in default under this Lease nor is any event then 13 occurring which with the giving of notice or the passage of time, or both, would constitute a default hereunder. 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 agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related 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 sellassign, assign encumber, mortgage, pledge, license, hypothecate or in any manner otherwise transfer the Premises or this Lease whether voluntarily, by operation of law or any interest thereinotherwise, nor sublet or sublease all or any part of the Premises, or permit the use or occupancy of the Premises by any party other than Tenant (each a “Transfer”), nor license concessions nor may Tenant sublease space or take an assignment of a lease departments thereinfrom any other tenant in the Project, without Landlord’s the prior written consent in each instanceof Landlord, which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed. It shall be reasonable for Landlord to withhold consent to a Transfer if the transferee proposes to use the transferred portion of the Premises primarily for a Call Center. Landlord shall not unreasonably withhold its consent to a sublease or an assignment of Tenant’s rights under this Lease provided that Tenant and/or its transferee comply is not in default at the time Tenant requests such consent. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the conditions standards followed by large institutional owners of commercial real estate; provided, however, so long as Tenant is a corporation that is publicly traded on a reputable United States stock exchange, and that Tenant has not transferred more than 60,000 rentable square feet of the Premises (inclusive of any then in-effect Transfer), Landlord shall not be permitted to consider the financial terms of the Transfer including, but not limited to, the financial strength or creditworthiness of any subtenant; provided, further, if Tenant has transferred or is transferring more than 60,000 rentable square feet (on a cumulative basis), Landlord may consider the financial terms of such Transfer. In exercising such right of approval or disapproval, Landlord shall be entitled to take into account any factor Landlord reasonably deems relevant to such decision, including but not limited to the following, all of which are agreed to be reasonable factors for Landlord’s consideration: (i) except as set forth above, the financial strength of the proposed assignee or subtenant, including but not limited to the adequacy of its working capital to pay all expenses anticipated in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgage, pledge connection with any proposed remodeling of the Premises; (ii) whether the proposed assignee or otherwise collaterally transfer its interest subtenant is a person with whom Landlord has negotiated for space in this Lease. Consent by the Building during the twelve (12) month period ending with the date Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent receives notice of such 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 , unless Landlord does not have comparable space available in the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from Project; (ii) whether 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 proposed assignee or sublessee shall agree, in subtenant is a written agreement satisfactory to Landlord, to assume governmental entity or agency; 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 proposed use of the Premises by each such proposed assignee or sublessee shall not violate, subtenant complies with the Permitted Use. Each and every sublease or create any potential violation of applicable laws, codes assignment must provide that such sublease or ordinances, nor violate any other agreements affecting the Premises, Landlord assignment terminates on 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 before the end of each full the then current Term of this Lease; provided, however, if Tenant extends this Lease Year without exercising the Reduction Option, a sublease or assignment may be extended into such Extension Term. In no event may Tenant enter into a Transfer if an Event of the Lease TermDefault is outstanding under this Lease. In the event that Tenant is no longer a corporation that is publicly traded on a reputable United States stock exchange, Landlord may condition its consent to any proposed Transfer on such conditions as Landlord may require including cure of any assignment outstanding defaults, receipt of additional security and/or a lease guaranty, and construction of improvements reasonably deemed necessary or subletting as provided above, there shall be paid to Landlord, in addition to the Minimum Annual Rent and other charges due appropriate by Landlord pursuant to this Lease, such additional consideration as shall be attributable to the right of use and occupancy by reason 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 sell, may 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 ---------------- Leased Premises upon receipt of consent from the Landlord’s prior written consent in each instance, which consent shall will not be unreasonably withheld, delayed delayed, or conditioned provided Tenant and/or if Tenant's proposed assignee or sublessee is in Landlord's reasonable determination at least as creditworthy as Tenant, and the proposed use of the assignee or sublessee is not materially different than Tenant's use. Otherwise, Landlord may consent or deny consent to a proposed assignment of sublease at its transferee comply discretion. The Consent in no event will be granted for any of the following "Noxious Uses" including but not limited to non-retail purposes or for any entertainment purposes such as a bowling alley, a movie theater, a flea market, a skating rink, a bar (except for restaurants with the conditions set forth in subparagraphs 1liquor licenses that include bars) a nightclub, a discotheque, an amusement gallery or a poolroom or for an establishment selling or exhibiting pornographic materials, a health club, a gas station, an automobile repair shop, a sales office or showroom for automobiles, an off-6 hereoftrack betting establishment, a bingo parlor, a furniture store or a flea market or House of Worship. 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 in any subsequent assignment or subletting. This prohibition The foregoing shall be construed to include a prohibition against any voluntary or involuntary assignment or subletting or assignment arising by operation of law. If Tenant can establish that it has met the conditions for approval of an assignment relating to use and creditworthiness described above, and Landlord withholds its consent nonetheless, Tenant may, upon ten (10) days advance notice to Landlord, terminate this Lease and be released from all liability hereunder from and after the termination date. If an assignment is assigned approved by Landlord and the creditworthiness and use standards described above are met, and if otherwise agreed by Landlord or otherwise provided herein, Tenant may be fully released from performing any of the Premises terms, covenants and conditions hereof. If Tenant is a corporation or partnership, any sale, transfer, leveraged buyout or other disposition of more than fifty percent (50%) of the corporate stock or more than fifty percent (50%) of partnership ownership, or any reorganization or restructuring shall not be deemed an assignment or sublease for which approval is required unless the transaction results in the net worth of Tenant decreasing by more than ten percent (10%). If Tenant is not released from this Lease pursuant to the terms of this Paragraph, it shall remain fully liable for the performance of this Lease as Tenant. Subject to Tenant's rights described in this Paragraph, Landlord shall have the right to sell, convey, transfer or assign all or any part sublet of its interest in the real Leased Premises or occupied by anybody other than TenantShopping Center, and Tenant agrees to attorn to Landlord's purchaser or assignee. All covenants and obligations of Landlord may collect rent from under this Lease shall cease upon the assigneeexecution of such conveyance, subtenant transfer or occupant assignment, but such covenants and apply obligations shall run with the same land and shall be binding upon the subsequent owner or owners thereof or of this Lease. Landlord shall give Tenant notice of its intention to market the Leased Premises and/or the Shopping Center for sale to a third party, and also five (5) days advance notice of its intention to accept an offer to sell any interest that it has in the Leased Premises or the Shopping Center, and the monetary terms and conditions of the offer. Tenant shall within the five (5) day period, notify Landlord if it elects to acquire the property that is the subject of the offer. Failure to respond to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent Landlord's notice shall be deemed a waiver rejection of any restrictive covenant contained the offer. If Landlord intends to accept an offer but has not given Tenant preliminary notice of its intention to market the property, then the Tenant's five day election period shall be extended to twenty-five (25) days. It is the intention of the parties that the Tenant shall have no less than twenty-five (25) days to evaluate its interest in acquiring the Leased Premises or the Shopping Center. Nothing in this Section 13.1 or the acceptance shall prohibit B. K. Campbell, Inc. from conveyi▇▇ ▇▇▇ ▇▇ ▇▇▇ portion of the assigneeShopping Center or Leased Premises to Brian Campbell, 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 his immediate fa▇▇▇▇ ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee ▇, successors, or sublessee has submitted, in writing, evidence satisfactory to Landlord assigns (or any trust for the benefit 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 any 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 6foregoing) for valid estate planning purposes. 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 Any such conveyance shall be paid to Landlord, in addition to the Minimum Annual Rent under and other charges due Landlord pursuant subject 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 sellnot, assign without Landlord's prior written consent, (i) assign, convey or in any manner transfer mortgage this Lease or any interest therein, nor ; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) sublet all the Leased Premises or any part thereof; (iv) amend a sublease previously consented to by the Landlord; or (v) 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 prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned provided Tenant and/or its transferee comply together with the proposed terms of such assignment or sublease agreement at least thirty (30) days prior to the effective date thereof. Any proposed assignment or sublease shall be expressly subject to the terms, 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 a written assumption by assignee of all of Tenant's obligations under this Lease. Any sublease shall (i) provide that the sublessee shall procure and maintain the insurance required of Tenant in accordance with the terms of Section 6.2(b) and Section 9.3(b) hereof, (ii) provide for a copy to Landlord of notice of default by either party, and (iii) otherwise be reasonably acceptable 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 compatibility of the proposed use of the Leased Premises with the general character of the Real Estate, 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 or to any sub-subletting. This prohibition Landlord's consent shall include a prohibition against any subletting or assignment by operation of law. If this Lease not be withheld if Tenant provides sufficient evidence to Landlord, such that Landlord can verify that: (i) the proposed use complies with the terms hereof; (ii) such use is assigned or consistent with 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 general character of the assigneeReal Estate, subtenant or occupant as tenant(iii) the proposed assignee maintains a tangible net worth of at least Sixty Million Dollars ($60,000,000.00) and (iv) the proposed assignee has sufficient business experience and a good business reputation. Notwithstanding any such transfer, 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 shall nevertheless remain fully and primarily liable hereunder. (c) In the event that Tenant proposes to assign the Lease or enter into a sublease of all or substantially all of the Leased Premises, Landlord shall have the right, in lieu of consenting thereto, to terminate this Lease. Landlord may exercise said right by giving Tenant written notice thereof within thirty (30) days after receipt by Landlord of Tenant's notice, given in compliance with Section 10.1(a) hereof, of the proposed assignment or sublease. In the event that Landlord exercises such right, Tenant shall surrender the Leased Premises on the date set forth in Landlord's notice to Tenant as the termination date, in which event Tenant shall vacate and surrender the Leased Premises as required herein, and this Lease shall thereupon terminate. Landlord may, in the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises. Notwithstanding the foregoing paragraph, Tenant shall have the right to notify Landlord that it is made by reason considering assigning or subletting all or substantially all of and its interest in accordance with this Lease prior to actively marketing the provisions Leased Premises and/or negotiating the terms of any law assignment or statutesubletting thereof, includingin which event such notice shall trigger Landlord's thirty (30) day right to elect to recapture the Leased Premises and terminate this Lease. In the event Tenant provides Landlord with such notice of its intent to pursue an assignment or subletting of all or substantially all of the Leased Premises, without limitationand Landlord fails to elect to terminate the Lease within said thirty (30) day period, then Landlord shall not be entitled to elect to terminate this Lease as outlined in the immediately preceding paragraph for a period of nine (9) months thereafter. (d) In the event that Tenant subleases the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent hereunder, fifty percent (50%) of the amount calculated by subtracting from the rent and other charges and consideration payable from time to time by the subtenant to Tenant for said space, the laws governing bankruptcy, insolvency or receivership shall be subject amount of rent and other charges payable by Tenant to all terms and conditions of Landlord 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 not be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or deemed valid unlesssubletting shall relieve Tenant from Tenant's obligations and agreements hereunder and Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. (f) Notwithstanding the foregoing, at Tenant may assign this Lease or sublet the time of such assignment: 1. Each assignee or sublessee shall agreeLeased Premises, in a written agreement satisfactory to Landlordwhole or in part, to assume and abide a "Related Party" (as hereinafter defined) without obtaining Landlord's consent. The term "Related Party" means any person, firm, corporation or legal entity which directly controls, is controlled by, or is under common control by all the Schottenstein Family. The term "Schottenstein Family" means any of the terms and provisions of this Lease, including those which govern the Permitted Uses of the Premises as described in Article I herein; 2Jay ▇. 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▇▇▇▇▇▇▇, ▇▇sa▇ ▇. Each assignee ▇▇▇▇▇▇▇, ▇▇n ▇. ▇▇▇▇▇, ▇▇ri ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ra▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ their respective spouses or sublessee has submittedchildren or any trusts or entities of which any of such persons are beneficiaries and which any of such persons control, 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; 4directly or indirectly. The business reputation of each assignee or sublessee shall meet or exceed generally acceptable commercial standards; 5. The use of term "control" means the Premises by each assignee or sublessee shall not violatepossession, 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 anydirectly, of the rent and other charges payable by power to direct or cause 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 direction 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), management 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.policies

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, 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: 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 agreeagree in, 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 to be sufficient to assure the future performance by such assignee or sublessee of ▇▇▇▇▇▇’s Tenant's obligations hereunder;; 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;; and 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 such assignment or subletting. The Assignment Fee Fee, if the assignment or subletting is approved, 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 greater 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, or (ii) the highest Minimum Annual Rent and 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 party 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 Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not sellassign, assign mortgage or in any manner transfer encumber this Lease or any interest thereinLease, nor sublet all underlet, or suffer or permit the Demised Premises or any part of the Premises, nor license concessions nor lease departments thereinthereof to be used by others, without Landlord’s the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed conditioned or conditioned provided delayed. For so long as Tenant and/or its transferee comply with shall remain a corporation, a change in control of Tenant through any merger of Tenant where Tenant is the conditions set forth in subparagraphs 1-6 hereof. Under no circumstances shall Tenant mortgagesurviving corporation or otherwise, pledge or otherwise collaterally transfer its the sale or purchase of a controlling equity interest in Tenant, shall not be deemed to be an assignment 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 law. If this Lease is assigned be assigned, or if the Demised Premises or any part sublet thereof be underlet or occupied by anybody anyone other than Tenant, Landlord may may, after default beyond applicable notice and/or cure period by Tenant, 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 covenant, or the acceptance of the assignee, subtenant undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of any all 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 The consent by Landlord to be sufficient to assure the future performance by such assignee an assignment 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 underletting shall not violate, in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or create any potential violation of applicable laws, codes or ordinancesunderletting, 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 Tenantrelease or discharge Tenant from any liability, together withpast, as additional rentpresent or future, 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 continue fully liable for such paymentsin all respects hereunder. Notwithstanding the language set forth in this Section 6.1, Tenant shall have the right, without the provisions of Section 6.1 being applicable, to assign this Lease or sublet the Premises, in whole or in part, to (a) any parent or subsidiary of Tenant, or in connection with a merger or consolidation of Tenant where Tenant is not the surviving corporation or sale of the assets of Tenant, provided that the surviving entity in such a merger or consolidation or the sale of the assets shall have a tangible net worth (determined in accordance with generally accepted accounting principles) not less than the then tangible net worth of Tenant immediately prior to such transaction, or in connection with the sale of all or substantially all of the assets of Tenant to a different entity, which entity meets the aforesaid net worth test; (b) to a subsidiary created in connection with a merger or a consolidation; or (c) to an affiliate entity that is under common control with Tenant, controlled by Tenant, or controls Tenant. In each instance of assignment or sublettingsubletting and the various carve outs set forth in this Article 6.1, 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 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 any ; (b) An Event of Default exists under this Lease; (c) The assignment or subletting sublease is for a portion of a floor and would result in the dividing or sub-demising of a floor, unless Tenant agrees to pay the costs of any demising wall, fire-rated corridor, and related improvements, plus the costs of restoration; except in no event shall there be more than two tenants (including Tenant) on any floor; (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 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 does not waive meet the necessity for consent credit standards applied by Landlord; (g) the proposed assignee or sublessee (or any 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 any subsequent 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 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 assigneeBuilding, subtenant will be used in a manner that will violate any Applicable Law; (j) the proposed assignee or occupant sublessee is a tenant in the Building or ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, either 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 shall not be effective Lease 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 Without Landlord’s prior ’ express written consent in each instanceconsent, which consent shall not be unreasonably withheldwithheld or delayed, 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 directly or subletting. This prohibition shall include a prohibition against any subletting indirectly, voluntarily or assignment by operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate any of its interest in or rights with respect to the Premises, including a transfer of a controlling ownership interest in Tenant or of all or substantially all of Tenant’s assets (collectively, “Assignment”), or permit any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to the Premises (collectively, “Sublease”). If this Lease is assigned Without limiting Landlord’s right to withhold consent for any other reason deemed “reasonable”, Landlord will have reasonable basis to withhold its consent if Tenant tenders for Landlord’s approval an Assignment or Sublease 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 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 to a current financial statement, audited by proposed assignee/subtenant who proposes to pay a certified public accountant, showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure base rent lower than 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 Base 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 who has been in negotiations with Landlord for other space owned by Landlord, who has been in litigation with Landlord within the past five years, whose use is unknown, whose financial condition indicates that it may not be able to perform its leasehold obligations or who, in the context of an assignment, does not assume the obligations of Tenant, who is of poor reputation in the local business community, who is a user of hazardous materials, or who has been convicted of any crime of moral turpitude or involving securities or tax law violations. 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 will pay to Landlord 100% 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 profit (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 profit from the possession, use, occupancy or utilization of any part sale of the Premisesbusiness and other than as may be set forth below) derived by Tenant from such Assignment or Sublease.

Consent Required. Tenant Except for an Affiliate Transfer permitted by Section 12.2 below, Subtenant shall not sell, assign Transfer this Sublease or the Sublandlord’s interest in any manner transfer this Lease or any interest therein, nor sublet all or any part and to the Premises without first procuring the written consent of the Premises, nor license concessions nor lease departments therein, without Sublandlord and Master Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed, except as provided Tenant in Section 14 of the Master Lease. Any such Transfer in violation of the terms of this Sublease shall be void and shall be of no force or effect. In the event Subtenant desires to effect a Transfer, Subtenant shall first provide Sublandlord and Master Landlord with a Transfer Notice containing the information specified in Section 14.2 of the Master Lease. Within ten (10) business days of Sublandlord’s receipt of any Transfer Notice, and any additional information requested by Sublandlord and/or its transferee comply with Master Landlord concerning the proposed transferee’s financial responsibility, Sublandlord will notify Subtenant of the election by Master Landlord and Sublandlord to do one of the following: (i) consent to the proposed Transfer subject to such reasonable conditions as Sublandlord and/or Master Landlord may impose in providing such consent; or (ii) refuse such consent, which refusal shall be on reasonable grounds which shall be 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 a detailed written statement 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 consentedSubtenant; or (biii) except in the case a Transfer to an Affiliate of Subtenant, and only for any other Transfer of a portion of the Premises in excess of 10,000 rentable square feet or for any Transfer for a term equal to the duration of the Sublease Term, terminate this Sublease as to the portion of the Premises which is required proposed to be sublet or assigned by reason delivering notice (“Sublandlord’s Recapture Notice”) and recapture all or such portion of the Premises for reletting by Sublandlord. In the event Sublandlord elects to terminate this Sublease by delivering Sublandlord’s Recapture Notice, then within five (5) business days of receipt of such notice by Subtenant, Subtenant may withdraw its Transfer Notice and continue this Sublease on all the terms and conditions contained herein. In the event Sublandlord and Master Landlord consent to such a Transfer, despite anything in the Master Lease to the contrary, Subtenant shall remain fully liable for the Sublease. If for any Transfer, Subtenant receives rent or other consideration, either initially or over the term of the Transfer, in excess of the Rent called for hereunder, or in case of a final nonappealable order sublease of a court portion of competent jurisdiction; the sublet space, in excess of such Rent fairly allocable to such portion, after appropriate adjustments (as more particularly described in Section 14.4 of the Master Lease) to assure that all other payments called for hereunder are appropriately taken into account, Subtenant shall pay to Sublandlord, as additional Rent hereunder, fifty percent (50%) of the excess of each such payment of Rent or (c) which is made other consideration received by reason of Subtenant promptly after its receipt and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership such receipts by Sublandlord shall be subject to all terms Sublandlord’s obligation to split such proceeds with Master Landlord as provided in, and conditions subject to, Section 14.4 of the Master Lease. If Subtenant fails to make such payment to Sublandlord within five (5) days of its receipt, Sublandlord may charge Subtenant a late payment charge and interest pursuant to the provisions of Section 3.3 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 PremisesSublease.

Consent Required. Tenant shall not sellnot, assign without the prior consent of ---------------- al 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, nor license concessions nor lease departments thereinor (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 or if the financial responsibility, without nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord’s prior written . Landlord will not otherwise unreasonably withhold its consent in each instance, which on any other basis to such an assignment or subletting. No consent granted by Landlord shall not be unreasonably withheld, delayed or conditioned provided relieve Tenant and/or of any of 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 obligations under this Lease. Consent by Landlord , nor shall it be deemed to any assignment or subletting shall not waive the necessity for be a consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting transfer, lien or assignment by operation of law. If this Lease is assigned encumbrance, sublease 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 6occupancy. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord for administrative all of Landlord's attorneys' fees and legal other expenses incurred by Landlord in connection with any consent requested by Tenant or in reviewing 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 Term. In the event of any Any assignment or subletting as provided abovetransfer, there grant of lien or encumbrance, or sublease or occupancy without Landlord's prior written consent shall be paid to Landlordvoid. Notwithstanding the foregoing, provided Tenant is not 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 default under this Lease, and Tenant shall remain primarily liable for such payments. Notwithstanding any assignment or sublettingupon 30 days prior written notice to Landlord, Tenant shall remain fully liable on may, without Landlord's prior written consent, 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, provided (x) such merger, consolidation or transfer of assets is for a good business purpose and not principally for the performance purpose of all termstransferring Tenant's leasehold estate, covenants and provisions (y) the assignee, transferee or successor entity has a net worth at least equal to the net worth of Tenant on the date of this Lease. Neither Tenant nor any other person having an interest in the possessionLease or immediately prior to such merger, useconsolidation or transfer, 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 on which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the ever date Tenant's 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 Premisesworth is greater.

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, 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) there if then in existence an Event of Default with respect to any obligation of Tenant under the Lease, or (ii) the proposed Transferee or an affiliate thereof is an existing tenant in the Property or is or has been, within the six-month period prior to the date Tenant requests Landlord’s consent, in discussions with Landlord regarding space at the Property. 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 Premises19.

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 he borne by the possession, use, occupancy or utilization of any part of the PremisesTenant.

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 6.2.1 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 ▇▇▇▇▇▇’s obligations hereunder; 3. Each assignee or sublessee has submittedTenant's notice, 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.