Common use of NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE Clause in Contracts

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, or any of its rights hereunder, (ii) sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises or any part thereof by any persons other than Tenant or its agents. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Term. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XI. Notwithstanding the provisions of this Article XI to the contrary, Landlord's consent shall not be unreasonably withheld or delayed to an assignment of this Lease or a sublease for all or any portion of the Leased Premises (by merger, consolidation or otherwise) to another entity (the "Transferee") to which Tenant shall simultaneously be transferring all or substantially all of its stock or all or substantially all of its assets, provided that: (1) Tenant shall not at the time of such transfer be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace period, (2) such Transferee shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease and (3) Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall have the right, without Landlord's consent but with prior written notice to Landlord, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant is incorporated and the Securities Act of 1933, as amended. (b) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant is a corporation whose stock is publicly traded which shall result in a change in the voting control of Tenant or the corporate entity which controls Tenant shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. If Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing partnership interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. (i) Notwithstanding anything herein contained to the contrary, a sale or transfer of any voting capital stock of Tenant when caused by death (e.g., testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will not be deemed a prohibited assignment of this Lease. (ii) The provisions of this Section 11.1 (b) shall not be deemed to prohibit transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases to remain a general partner of Tenant such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XI. (c) Without conferring any rights upon Tenant not otherwise provided in this Article XI, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's rights hereunder, Tenant shall request in writing Landlord's consent to the assignment at least thirty (30) days before the proposed effective date of the assignment, providing the following: (i) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed assignment; (ii) a description of the identity, net worth and previous business experience of the proposed transferee, including, without limitation, copies of the proposed transferee's latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed assignment which Landlord shall request after receipt of Tenant's request for consent. Tenant shall, concurrently with any request for Landlord's consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Dollars ($1,000.00) for Landlord's review and processing of such request and Landlord shall not be obligated to review such request prior to Landlord's receipt of such fee. All requests for assignment, sublease or transfer shall be forwarded to Landlord at the address provided above and to the on-site mall management office. (d) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without conferring any rights upon Tenant not otherwise provided in this Article XI, in the event of an assignment or transfer of Tenant's interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a third party, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent then payable by Tenant under this Lease shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (e) All reasonable costs and expenses, including attorney's fees (which shall include the cost of any time expended by Landlord's attorneys including in-house counsel) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI are of primary importance in enabling Landlord to control the mix of tenants in the Shopping Center.

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, or any of its rights hereunder, or (ii) sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises or any part thereof by any persons other than Tenant or its agents. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Termterm. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XIXl. Notwithstanding the provisions of this Article XI Xl to the contrary, Landlord's consent shall not be unreasonably withheld or delayed to an assignment of this Lease or a sublease for of all or any portion of the Leased Premises (by merger, consolidation or otherwise) to another entity (the "Transferee") to which Tenant shall simultaneously be transferring all or substantially all of its stock or all or substantially all of its assets, provided that: (1i) the number of stores being transferred must consist of at least three (3) stores, (ii) Tenant shall not at the time of such transfer be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace period, (2iii) such Transferee shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease Lease, and (3iv) Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall also have the right, without Landlord's consent but with prior written notice to Landlordconsent, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Leasecorporation. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant is incorporated and the Securities Security Act of 1933, as amended. (b) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant is a corporation whose stock is publicly traded (deleted) which shall result in a change in the voting control of Tenant or the corporate entity which controls Tenant shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. If Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing partnership interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. . SEE ATTACHED RIDER FOR INSERTS (i1) Notwithstanding anything herein contained to the contrary, a sale or transfer of any voting capital stock of Tenant when caused by death (e.g., e.g. testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will not be deemed a prohibited assignment of this the Lease. (ii) The provisions of this Section 11.1 (b) shall not be deemed to prohibit transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases to remain a general partner of Tenant such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XI. (c) Without conferring any rights upon Tenant not otherwise provided in this Article XI, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's rights hereunder, Tenant shall request in writing Landlord's consent to the assignment at least thirty (30) days before the proposed effective date of the assignment, providing the following: (i) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed assignment; (ii) a description of the identity, net worth and previous business experience of the proposed transferee, including, without limitation, copies of the proposed transferee's latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed assignment which Landlord shall request after receipt of Tenant's request for consent. Tenant shall, concurrently with any request for Landlord's consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Dollars ($1,000.00) for Landlord's review and processing of such request and Landlord shall not be obligated to review such request prior to Landlord's receipt of such fee. All requests for assignment, sublease or transfer shall be forwarded to Landlord at the address provided above and to the on-site mall management office. (d) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without conferring any rights upon Tenant not otherwise provided in this Article XI, in the event of an assignment or transfer of Tenant's interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a third party, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent then payable by Tenant under this Lease shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (e) All reasonable costs and expenses, including attorney's fees (which shall include the cost of any time expended by Landlord's attorneys including in-house counsel) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI are of primary importance in enabling Landlord to control the mix of tenants in the Shopping Center.

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, Lease or any of its rights hereunder, (ii) sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises or any part parts thereof by any persons other than Tenant or its agents, or (iii) permit the assignment or other transfer of this Lease or any of ▇▇▇▇▇▇'s rights hereunder by operation of law. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Termterm. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancysub tenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XIXXIV. Notwithstanding the provisions forgoing, Tenant is authorized by Landlord to sublease portions of this Article XI the interior Premises to independent contractors/sublessees as they relate to the contrary, business operation of Tenant. Any other Sublease or Assignment shall be subject to the terms and conditions of the Lease. (b) Landlord's ’s consent shall not be unreasonably withheld or delayed to an assignment of this Lease or a sublease for all or any portion of the Leased Premises (by merger, consolidation or otherwise) to another entity (the "Transferee") to which Tenant shall simultaneously be transferring all or substantially all of its stock or all or substantially all of its assetswithheld, provided that: (1) another Qualified Tenant shall not at the time has financial net worth equal to or greater than that of such transfer be in default under any of the terms, covenants Tenant and conditions of this Lease beyond any applicable grace period, (2) such Transferee shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease and (3) Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall have the right, without Landlord's consent but with prior written notice to Landlord, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant is incorporated and the Securities Act of 1933Guarantors, as amendeddetermined by generally accepted accounting principles (GAAP), consistently applied. (bc) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant is a corporation whose stock is publicly traded which shall result in a change in the voting control of Tenant or the corporate entity which controls Tenant shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. If Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing partnership interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. (i) Notwithstanding anything herein contained . If this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof by sublet or occupied by any person or entity other than Tenant, whether as a result of any act or omission by Tenant, or by operation of law or otherwise, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to law to which Landlord may be entitled as a result thereof, collect rent from the transferee, assignee, subtenant or occupant and apply the net amount collected to the contraryrent herein reserved, a sale but no such transfer, assignment, subletting, occupancy or transfer of any voting capital stock of Tenant when caused by death (e.g., testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will not collection shall be deemed a prohibited assignment waiver of the covenants contained herein or the acceptance of the transferee, assignee, subtenant, or occupant as the tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant set forth in this Lease. (ii) The provisions of this Section 11.1 (b) shall not be deemed to prohibit transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases to remain a general partner of Tenant such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XI. (cd) Without conferring any rights upon Tenant not otherwise provided in this Article XIXXIV, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's rights hereunder, Tenant shall request in writing Landlord's consent to the assignment assignment, sublease or transfer at least thirty ninety (3060) days before the proposed effective date of the assignmentthereof, providing the following: (i1) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's rights hereundertransfer, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent intent, and other documents pertaining to the proposed assignment, sublease or transfer; (ii2) a description of the identity, net worth and previous business experience of the proposed assignee, sublessee or transferee, including, without limitation, copies of the proposed assignee, sublessee or transferee's latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed assignee, sublessee or transferee; and (iii3) any further information relevant to the proposed assignment assignment, sublease or transfer which Landlord shall request after receipt of Tenant's request for consent. Tenant shall, concurrently with any request for Landlord's consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Dollars ($1,000.00) for Landlord's review and processing of such request and Landlord shall not be obligated to review such request prior to Landlord's receipt of such fee. All requests for assignment, sublease or transfer shall be forwarded to Landlord at the address provided above and to the on-site mall management office. (de) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without Without conferring any rights upon Tenant not otherwise provided in this Article XIXXIV, in the event of an assignment or transfer of Tenant's interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a third party, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent rent then payable by Tenant under this the Lease shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant▇▇▇▇▇▇'s rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (e) All reasonable costs and expenses, including attorney's fees (which shall include the cost of any time expended by Landlord's attorneys including in-house counsel) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI are of primary importance in enabling Landlord to control the mix of tenants in the Shopping Center.

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, Lease or any of its rights hereunder, or (ii) sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises or any part thereof by any persons other than Tenant or its agentsTenant, without the prior written consent of Landlord in each case. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder hereunder, and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, mortgagee or occupant, occupant and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Term. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XI. Notwithstanding the provisions of this Article XI to the contrary, Landlord's consent shall not be unreasonably withheld or delayed to an assignment of this Lease or a sublease for all or any portion of the Leased Premises (by merger, consolidation or otherwise) to another entity (the "Transferee") to which Tenant shall simultaneously be transferring all or substantially all of its stock or all or substantially all of its assets, provided that: (1) Tenant shall not at the time of such transfer be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace period, (2) such Transferee shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease and (3) Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall have the right, without Landlord's consent but with prior written notice to Landlord, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant is incorporated and the Securities Act of 1933, as amendedXII. (b) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant Tenant--or such controlling entity, as applicable--is a corporation whose stock is publicly traded on a national exchange) which shall result in a change in the voting control of Tenant or the corporate entity which controls Tenant shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XIXII. If Tenant is a partnership or partnership, an unincorporated associationassociation or a limited liability company, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or partnership, unincorporated association association, limited liability company or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership, managing partnership or managing partnership member interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XIXII. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. (i) Notwithstanding anything herein contained to the contrary, if Tenant is a sale or publicly-traded company, the transfer of any voting capital stock of Tenant when caused by death (e.g., testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will Tenant's shares in a "going private" transaction shall not be deemed a prohibited an assignment of this Lease. (iic) Notwithstanding the provisions of Section 12.1(a) above, Tenant shall have the right, without the consent of Landlord, to assign or sublet the Leased Premises, or any portion thereof, to any corporation that controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant, or to any person or business entity that acquires all or substantially all the assets of Tenant as a going concern of the business that is being conducted in the Leased Premises, provided that said assignee assumes in full the obligations of Tenant under this Lease, and further provided that no such assignment shall release the original Tenant from any of its obligations or liabilities under this Lease. The provisions of Section 12.1(d) & (e) and Section 12.3 below shall not apply to any assignment or sublease pursuant to this Section 11.1 (b12.1(c) shall not be deemed or to prohibit transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases those corporate transactions that are permitted without Landlord's consent pursuant to remain a general partner of Tenant such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XISection 12.1(b) above. (cd) Without conferring any rights upon Tenant not otherwise provided in this Article XIXII, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's rights hereunder, Tenant shall request in writing Landlord's consent to the assignment assignment, sublease or transfer at least thirty (30) days before the proposed effective date of the assignment, sublease or transfer, providing the following: (i) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed assignmenttransfer; (ii) a description of the identity, net worth and previous business experience of the proposed transferee, including, including (without limitation, ) copies of the proposed transferee's latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed assignment transfer which Landlord shall request after receipt of Tenant's request for consent. Tenant shall, concurrently with any request for Landlord's consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Dollars ($1,000.00) for Landlord's review and processing of such request request, and Landlord shall not be obligated to review such request prior to Landlord's receipt of such fee. All requests for assignment, sublease or transfer shall be forwarded to Landlord at the address provided above and to the on-site mall management office. (de) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without Without conferring any rights upon Tenant not otherwise provided in this Article XIXII, in the event of an assignment or transfer of Tenant's interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a third party, in the event any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent rent then payable by Tenant under this Lease Lease, then one-half of such excess shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (ef) All reasonable costs and expenses, including attorney's fees (which shall include the cost of any time expended by Landlord's attorneys including in-house counsel) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI XII are of primary importance in enabling Landlord to control the mix of tenants in the Shopping Center. (g) Neither Tenant's assignment of this Lease or subletting of the Leased Premises, nor the consent by Landlord to any proposed assignment or sublease, shall release Tenant from any covenant or obligation under this Lease, or be deemed a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of or a release of Tenant from any covenant or obligation contained in this Lease.

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (i) assign or otherwise transfer, or mortgage or otherwise encumber, encumber this Lease, in whole or in part, Lease or any of its rights hereunder, or (ii) sublet the Leased Premises or any part thereofPremises, or (iii) permit the use of the Leased Premises or any part thereof by any persons other than Tenant or its agents. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's ’s interest hereunder hereunder, and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, mortgagee or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Term. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancysub-tenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XI. XII. (b) Notwithstanding the provisions of this Article XI Sections 12.1(a), Tenant shall have the right to the contrary, Landlord's consent shall not be unreasonably withheld or delayed to an assignment of assign this Lease or a sublease for all or any portion of to sublet the Leased Premises (by merger, consolidation in whole or otherwisein part) to another any other entity (the "Transferee"“Successor Entity”) to (i) which controls or is controlled by Tenant shall simultaneously be transferring or Tenant’s parent corporation or which is under common control with Tenant, provided that such transfer or transaction is for a legitimate regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, or (ii) which purchases all or substantially all of its stock the assets of Tenant, or (iii) which purchases all or substantially all of its assetsthe stock of (or other ownership or membership interests in) Tenant or (iv) which merges or combines with Tenant, provided that: (1) Tenant shall not at the time of such transfer be that in default under any of the termsforegoing events, covenants and conditions of the entity to which this Lease beyond any applicable grace periodis so assigned or which so sublets the Premises has a credit worthiness (e.g., (2net assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) such Transferee shall agree in writing and cash flow which are reasonably adequate to perform all satisfy the obligations under the Lease through the end of the unperformed termsterm hereof (the foregoing transferees referred to, covenants and conditions individually or collectively, as a “Permitted Transferee”). Except in cases of this Lease and (3) statutory merger, in which case the surviving entity in the merger shall be liable as Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of under this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall have continue to remain fully liable under this Lease, on a joint and several basis with the rightPermitted Transferee. If any parent, without Landlord's consent but with prior written notice to Landlord, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of to which this Lease. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant Lease is incorporated and the Securities Act of 1933, as amended. (b) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant is a corporation whose stock is publicly traded which shall result in a change in the voting control of Tenant assigned or the corporate entity which controls Tenant Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be deemed to be a prohibited considered an assignment of this Lease within the meaning of this Article XI. If Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing partnership interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. (i) Notwithstanding anything herein contained to the contrary, a sale or transfer of any voting capital stock of Tenant when caused by death (e.g., testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will not be deemed a prohibited assignment of this Lease. (ii) The provisions of this Section 11.1 (b) shall not be deemed to prohibit transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases to remain a general partner of Tenant such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XIrequiring Landlord’s consent. (c) Without conferring any rights upon Tenant not otherwise provided in this Article XIXII, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's ’s rights hereunderhereunder other than as set forth in Section 12.1(b), Tenant shall request in writing Landlord's ’s consent to the assignment assignment, sublease or transfer at least thirty (30) days before the proposed effective date of the assignment, sublease or transfer, providing the followingfollowing to the extent that they are available: (i) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's ’s rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed assignmenttransfer; (ii) a description of the identity, net worth and previous business experience of the proposed transferee, including, including (without limitation, ) copies of the proposed transferee's ’s latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed assignment transfer which Landlord shall request after receipt of Tenant's ’s request for consent. Tenant shall, concurrently with any request for Landlord's ’s consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Five Hundred Dollars ($1,000.00500.00) for Landlord's ’s review and processing of such request request, and Landlord shall not be obligated to review such request prior to Landlord's ’s receipt of such fee. All requests Landlord, after receiving such request, shall have a thirty (30) day period in which to provide written notice to Tenant informing Tenant that Landlord approves the transfer (with or without conditions), disapproves the transfer or will elect to recapture the Premises as provided for assignmentin Section 12.4 below. The consent by Landlord to any proposed assignment or sublease shall not release Tenant from any covenant or obligation under this Lease, sublease nor be deemed a waiver or transfer release of the non-assignability covenants in their future application, nor shall be forwarded to Landlord at the address provided above and to the on-site mall management officecollection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of or a release of Tenant from any covenant or obligation contained in this Lease. (d) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without Without conferring any rights upon Tenant not otherwise provided in this Article XIXII, in the event of an assignment or transfer of Tenant's ’s interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a bona fide third partyparty for value and other than as set forth in Section 12.1(b), in the event that any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent rent then payable by Tenant under this Lease Lease, then one-half of such excess shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rentmonthly. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (e) All reasonable costs and expenses, including attorney's attorneys’ fees (which shall include the cost of any time expended by Landlord's ’s attorneys (including in-house counsel)) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI are of primary importance in enabling Landlord to control the mix of tenants in the Shopping CenterLandlord.

NO ASSIGNMENT, SUBLETTING OR ENCUMBERING OF LEASE. (a) Except as otherwise provided in this Article XI and notwithstanding Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, or any of its rights hereunder, or (ii) sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises or any part thereof by any persons other than Tenant or its agents. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Leased Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any of its obligations hereunder for the balance of the stated Termterm. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XI. Notwithstanding the provisions of this Article XI to the contrary, Landlord's consent shall not be unreasonably withheld or delayed to an assignment of this Lease or a sublease for of all or any portion of the Leased Premises (by merger, consolidation or otherwise) to another entity (the "Transferee") to which Tenant shall simultaneously be transferring all or substantially all of its stock or all or substantially all of its assets, provided that: (1i) the number of stores being transferred must consist of at least three (3) stores, (ii) Tenant shall not at the time of such transfer be in default under any of the terms, covenants and conditions of this Lease beyond any applicable grace period, (2iii) such Transferee shall agree in writing to perform all of the unperformed terms, covenants and conditions of this Lease Lease, and (3iv) Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Article XI and without application of any prior provisions of this Article XI, Tenant shall also have the right, without Landlord's consent but with prior written notice to Landlordconsent, to assign this Lease or sublet the Leased Premises to its parent corporation or any of its wholly-owned subsidiaries, or any affiliate or subsidiary of Tenant's parent corporation provided that Tenant shall at all times remain primarily obligated for the performance of the terms, covenants and conditions of this Leasecorporation. In addition, Tenant may, without violating the provisions of this Article XI, sell or offer for sale its voting stock to the public in accordance with the qualifications or registration requirements of the state where Tenant is incorporated and the Securities Security Act of 1933, as amended. (b) If Tenant is a corporation, the sale, issuance or transfer of any voting capital stock of Tenant or of any corporate entity which directly or indirectly controls Tenant (unless Tenant is a corporation whose stock is publicly traded on the New York Stock Exchange or the American Stock Exchange) which shall result in a change in the voting control of Tenant or the corporate entity which controls Tenant shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. If Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein, or the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing partnership interest, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article XI. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease or as a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of Rent rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. (i1) Notwithstanding anything herein contained to the contrary, a sale or transfer of any voting capital stock of Tenant when caused by death (e.g., e.g. testamentary transfer) or for estate planning purposes (e.g. inter vivos trust) will not be deemed a prohibited assignment of this the Lease. (ii2) The provisions of this Section 11.1 (b11.1(b) shall not be deemed to prohibit the transfer of limited partnership interests among existing limited or general partners; however, if either general partner ceases to remain a general partner of Tenant Tenant, such occurrence shall be deemed a prohibited assignment of this Lease under the meaning of this Article XI. (c) Without conferring any rights upon Tenant not otherwise provided in this Article XI, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant's rights hereunder, Tenant shall request in writing Landlord's consent to the assignment at least thirty (30) days before the proposed effective date of the assignment, providing the following: (i1) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant's rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed assignment; (ii) a description of the identity, net worth and previous business experience of the proposed transferee, including, without limitation, copies of the proposed transferee's latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed assignment which Landlord shall request after receipt of Tenant's request for consent. Tenant shall, concurrently with any request for Landlord's consent, pay to Landlord a fee in the sum of One Thousand and 00/100ths Dollars ($1,000.00) for Landlord's review and processing of such request and Landlord shall not be obligated to review such request prior to Landlord's receipt of such fee. All requests for assignment, sublease or transfer shall be forwarded to Landlord at the address provided above and to the on-site mall management office. (d) Except for a permitted assignment or subletting as specified in Section 11.1(a) and (b) and without conferring any rights upon Tenant not otherwise provided in this Article XI, in the event of an assignment or transfer of Tenant's interest in this Lease, or a sublease of all or a portion of the Leased Premises, to a third party, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Rent then payable by Tenant under this Lease shall be paid one-half (1/2) of such excess by Tenant to Landlord monthly as additional rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's rights hereunder, Tenant shall remain fully liable on this Lease and for the performance of all terms, covenants and provisions of this Lease. (e) All reasonable costs and expenses, including attorney's fees (which shall include the cost of any time expended by Landlord's attorneys including in-house counsel) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as additional rent. It is understood and agreed that the restrictions set forth in this Article XI are of primary importance in enabling Landlord to control the mix of tenants in the Shopping Center.;