Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant shall not sell, assign, or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder (each such act is referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "Sublease") without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, (c) a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision shall not apply if Tenant is a publicly traded company or other publicly traded entity, or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant LESSEE shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "SubleaseTransfer") this Sublease without LandlordLESSOR's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenantwithheld. LESSOR's delivery of request therefor, together with all information required refusal to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment Transfer for any use or Sublease purpose other than specifically stated in paragraph 8 herein shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business not be deemed to be carried on in unreasonable withholding of consent. In the Leased Premisesevent the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (c1) a copy of the proposed Assignment or allowing LESSEE to Transfer this Sublease, or an executed letter of intent that includes in which case LESSEE shall remain primarily liable upon all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Subleaseterms, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease)conditions, and (d) such financial information as Landlord may reasonably request concerning the proposed assigneecovenants hereof, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of will bind any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice Transferee to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on Sublease and will pay to LESSOR the part amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the Tenant sum of all monetary obligations which LESSEE owes to LESSOR for the period of such Transfer after subtracting Lessee's reasonable costs in connection therewith; or (2) in the event an entire floor is proposed to be observed subleased, terminating this Sublease as to such proposed portion and performed from and after the date relieving LESSEE of all its future obligations hereunder as to such assignmentportion. In the case of a subleaseevent that LESSOR decides to terminate this Sublease as to such portion, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, it shall be an Assignment for purposes of this Lease; provided however that free to enter into a new Sublease as to such portion with the foregoing provision proposed new Lessee or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not apply if Tenant is constitute a publicly traded company or other publicly traded entity, or waiver of LESSOR's right to prohibit any subsequent Transfer; nor shall such consent be deemed a wholly-owned subsidiary thereofwaiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Section 17the Lease, Tenant may assign or sublet the Leased Premises, or any portion thereofLessee may, without LandlordLessor's consent, prior written consent and without being subject to any entity which controlsrecapture or bonus rent provisions, is sublease the Premises or assign the Sublease to any of the following: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or is under common control with TenantLessee; (ii) a successor corporation related to Lessee by merger, consolidation, nonbankruptcy reorganization, or to any entity resulting from the merger government action; or consolidation with Tenant, or to any entity which acquires all or (iii) a purchaser of substantially all of Lessee's assets. For the assets purpose of Tenant as this Sublease, any sale or transfer of Lessee's capital stock, including without limitation, a going concerntransfer in connection with the merger, consolidation or nonbankruptcy reorganization of Lessee and any such Assignment sale through any national market system or public exchange, shall not be subject deemed an assignment, subletting, or any other transfer of the Sublease or the Premises. In the event Lessee subleases the Premises or assigns the Sublease pursuant to this paragraph, Lessee shall give Lessor reasonable notice thereof, and Lessee and the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder successor shall assume all obligations of Tenant under this Lease and shall become and remain liable be jointly and severally with Tenant liable for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Leaseobligations hereunder. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS MASTER LEASE AGREEMENT OR ANY PAYMENT SCHEDULE, ANY ESCROW AGREEMENT (INCLUDING ANY ESCROW FUND CREATED THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR’S PRIOR WRITTEN CONSENT, WHICH MAY BE WITHHELD OR CONDITIONED IN LESSOR’S REASONABLE DISCRETION. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT XXXXXX’S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to Section 17.5 hereof, Tenant shall not selltime, assign, transfer or otherwise transfer convey all or any part of the Leased Premises or Tenant's leasehold estate hereunder its interest in any Equipment, this Master Lease Agreement, any Payment Schedule and any Escrow Agreement (each such act is referred to herein as an "Assignment"including any Escrow Fund created thereunder), or sublet including, but not limited to, Lessor’s rights to receive the Leased Premises or any portion thereof or permit rental payments under the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "Sublease") without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, (c) a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises applicable Payment Schedule or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Xxxxxx’s consent, provided, however, Xxxxxx will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be subject effective until Lessee shall have received a written notice of assignment that discloses the name and subordinate to address of each such assignee. During the provisions term of this Lease. No Assignment , Lessee shall keep, or Sublease shall affect or reduce any cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary to comply with Section 149 of the obligations Internal Revenue Code of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor1986, as amended (the “Code”). Xxxxxx agrees (unless otherwise stated), if no so requested, to acknowledge any such assignment or sublease had been madein writing within 15 days after request therefor in the form attached as Exhibit A-1 hereto. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant Xxxxxx further agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery any moneys or other property received by Xxxxxx as a result of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale transfer or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision conveyance shall not apply if Tenant is a publicly traded company or other publicly traded entity, or a wholly-owned subsidiary thereof. Notwithstanding anything inure to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 belowXxxxxx’s benefit. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant LESSEE shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "SubleaseTransfer") this lease without Landlord's LESSOR'S prior written consent in each instanceconsent, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required delayed. LESSOR'S refusal to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment Transfer for any use or Sublease purpose other than as specifically stated in Paragraph 8 herein shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business not be deemed to be carried on in an unreasonable withholding of consent. In the Leased Premises, (c) event the LESSEE desires to Transfer this lease to a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at lessee to whom LESSOR is required to give its reasonable consent pursuant to the time foregoing paragraph, LESSOR shall have the option of the proposed Assignment or Sublease iseither: (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain primarily liable upon all the reasonable opinion of Landlordterms, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof conditions and covenants hereof, shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) LESSOR an agreement instrument executed and acknowledged by Transferee binding the assignee in recordable form wherein the assignee assumes and agrees same to observe and perform all of the terms and provisions of this Lease on lease and shall pay to LESSOR the part amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the Tenant sum of all monetary obligations which LESSEE owes to be observed and performed from and after LESSOR for the date period of such assignmentTransfer; or (2) terminating this lease and relieving LESSEE of all its future obligations hereunder. In the case of a subleaseevent that LESSOR decides to terminate this lease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, it shall be an Assignment for purposes of this Lease; provided however that free to enter into a new lease with the foregoing provision shall not apply if Tenant is a publicly traded company proposed new tenant or other publicly traded entityanyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consentimplied, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment Transfer shall not be subject to the provisions constitute a waiver of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's LESSOR'S right to prohibit any subsequent Transfer; nor shall such consent be deemed a portion waiver of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such LESSOR'S right to such portion of the excess rent in the event of terminate this lease upon any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or sublettingsubsequent Transfer. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant Lessee shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "SubleaseTransfer") this lease without LandlordLessor's prior written consent in each instance, consent; which consent shall not may be unreasonably withheld and in Landlord's sole discretion. Any Transfer made without such consent shall be given or withheld within thirty void. Moreover, as additional rent, Lessee shall reimburse Lessor promptly for reasonable legal and other expenses incurred by Lessor in connection with any request by Lessee for consent to a Transfer. The preceding notwithstanding, solely in the event Lessee desires to Transfer the Premises to a proposed transferee which (30i) days after Tenant's delivery of request thereforhas a good reputation and has previous business experience, together with all information required to be provided to Landlord under Section 17.2. Notwithstanding (ii) shall have a net worth sufficient in the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) discretion of the rentable square footage Lessor to satisfy all of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion obligations of the Leased lessee under this lease, and (iii) shall continue to use the Premises occupied by any concessionaire from as stated in Article VI of the retail business operations lease and in character with the Building, Lessor agrees that it may either (1) grant its consent to such Transfer of Tenant. 17.2 Tenant this lease to such proposed transferee, or (2) terminate this lease and relieve Lessee of all its future obligations hereunder. In the event of such termination, Lessee shall have no right be relieved of all future obligations hereunder as of the date of termination. In the event the lease is terminated, as hereinafter provided, Lessor shall be free to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, (c) a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together new lease with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at anyone else on whatever terms and conditions it chooses. In the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate event that Lessor gives its consent pursuant to the provisions of this Lease. No Assignment or Sublease foregoing paragraph, Lessee shall affect or reduce any of remain primarily liable upon all the obligations of Tenant hereunderterms, conditions and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, covenants hereof will deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) Lessor an agreement instrument executed and acknowledged by the assignee in recordable form wherein Transferee binding the assignee assumes and agrees same to observe and perform all of the terms and provisions of this Lease on lease and will pay to Lessor the part amount by which the sum of rent, additional rent due to taxes and all other money or consideration it receives from a Transferee exceeds the Tenant sum of all monetary obligations which Lessee owes to be observed and performed from and after Lessor for the date period of such assignmentTransfer. In the case of a subleaseConsent by Lessor, Tenant shallwhether express or implied, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision Transfer shall not apply if Tenant is constitute a publicly traded company or other publicly traded entitywaiver of Lessor's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of Lessor's right to terminate this lease upon any subsequent Transfer. Moreover, or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17Lessor's acceptance of any name for listing on any Building directory will not be deemed, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlordnor will it substitute for Lessor's consent, as required herein, to any entity which controlssublease, is controlled by assignment or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion other occupancy of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject This Lease and all rights of Lessor hereunder shall be assignable by Lessor absolutely or as security, without notice to Section 17.5 hereofLessee, Tenant subject to the rights of Lessee hereunder for the use and possession of the Equipment for so long as no Event of Default has occurred and is continuing hereunder. Any such assignment shall not sellrelieve Lessor of its obligations hereunder unless specifically assumed by the assignee, assignand LESSEE AGREES IT SHALL NOT ASSERT ANY DEFENSE, RIGHTS OF SET-OFF OR COUNTERCLAIM AGAINST ANY ASSIGNEE TO WHICH LESSOR SHALL HAVE ASSIGNED ITS RIGHTS AND INTERESTS HEREUNDER, NOR HOLD OR ATTEMPT TO HOLD SUCH ASSIGNEE LIABLE FOR ANY OF LESSOR'S OBLIGATIONS HEREUNDER. No such assignment shall materially increase Lessee's obligations hereunder. LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE (EXCEPT AS PROVIDED BELOW) WITH RESPECT TO ANY OF THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR. Any provision of this Lease to the contrary notwithstanding, Lessee may rent or otherwise transfer lease each item of Equipment in the regular course of its business to one or more of Lessee's commercial customers (each, an "End User") in the ordinary course of Lessee's business, all pursuant to one or any part of more leases or rental agreements pertaining to the Leased Premises or Tenant's leasehold estate hereunder Equipment (each such act is individually and collectively referred to herein hereinafter as an a "AssignmentLease Agreement"), or sublet the Leased Premises or any portion thereof or permit terms and conditions of which shall in all respects be subject to the Leased Premises prior approval of Lessor and Lessor's Assignee, and pursuant to be occupied by anyone other than Tenant (each such act is referred to herein as a "Sublease") without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage rights of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, (c) a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease)Lessee, and (d) such financial information as Landlord may reasonably request concerning any End Users in and to the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for Equipment and the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof Lease Agreements shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any all of the rights, title and interests of Lessor and Lessor's Assignee therein. Attached hereto as Exhibits A and B are forms of Lease Agreements for use between Lessee and End Users, each of which have been approved by Lessor. Lessee shall, promptly upon Lessor's periodic request (not more frequently than four times per year), submit to Lessor a report listing the description, serial number, title state, title number, model year, age, original cost, capital repairs, daily, weekly and monthly lease rate, lease term, and End User name and location for each Item of Equipment then subject to this Lease and a Lease Agreement. Such report shall be certified by a duly authorized officer of Lessee. To further secure payment of all indebtedness, obligations and liabilities of Tenant hereunderLessee owing to Lessor, of every kind and description, and all such obligations shall continue interest, taxes, fees, charges, expenses and attorneys fees chargeable to Lessee or incurred by Lessor in full force connection with this Lease (the "Obligations"), Lessee agrees: i. to assign and effect as obligations of grant, and does hereby assign and grant, to Lessor and Lessor's Assignee a principal security interest in any and not as obligations of a guarantorall Lease Agreements, as if no assignment accounts, chattel paper, instruments and general intangibles relating to the use, operation, lease or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment rental of the Basic Rent Equipment, whether now existing or hereafter arising, together with all rights arising thereunder, including all payments due and Additional Rent to become due thereunder, and the performance proceeds of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Leaseforegoing, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of which shall constitute additional collateral subject to the terms and provisions of this Lease on (the Equipment and Lease Agreements are collectively referred to hereinafter as the "Collateral"); ii. upon the occurrence of an Event of Default under this Lease and the request of Lessor or Lessor's Assignee, to mark all Lease Agreements with such legends as may be specified by Lessor or Lessor's Assignee to the effect that they are subject and subordinate to this Lease, and to deliver originals of each Lease Agreement to Lessor's Assignee so that or Lessor's Assignee shall be assured of perfection of its security interest therein by possession of all chattel paper forming a part of the Tenant Lease Agreement; and iii. to be observed do, make, execute and performed from deliver all such additional and after further acts, assurances and instruments as Lessor's Assignee may require in order to vest in and assure to Lessor's Assignee its rights in the date of such assignment. In the case of a subleaseCollateral, Tenant shallincluding without limitation, within fifteen (15) days after the execution and delivery of such sublease, deliver financing statements as Lessor's Assignee may request to Landlord a duplicate original of such sublease. 17.5 Any sale perfect and continue the security interests granted or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision shall not apply if Tenant is a publicly traded company or other publicly traded entity, or a wholly-owned subsidiary thereofotherwise contemplated herein. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord Lessor or Lessor's Assignee shall have the right to collect notify and enjoy direct any End User to make all rents and other sums of money payable payments due under any SubleaseLease Agreement directly to Lessor, and Tenant Lessor shall have full authority to take possession and control of the cash and non-cash proceeds thereof, with full power to settle or compromise disputed claims thereon, and to apply the same to Lessee's Obligations hereunder in such manner and order as Lessor shall determine in its sole discretion. Lessee hereby agrees to provide Lessor with an adequate supply of executed, but undated and unaddressed forms of Notice of Assignment, in substantially the form of Exhibit C attached hereto, which Lessee hereby irrevocably authorizes Lessor to complete and unconditionally assigns such rents and money send to Landlord, which assignment may be exercised each End User upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities Default under this Lease. Each Lease Agreement shall provide that it shall terminate, at the option of Lessor, upon the expiration or earlier termination of this Lease (by reason of acceleration after the occurrence of an Event of Default or otherwise) with respect to the Equipment subject to such Lease Agreement.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant LESSEE shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "Sublease"“Transfer”) this lease without Landlord's LESSOR’S prior written consent in each instanceconsent, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required delayed. LESSOR’S refusal to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment Transfer for any use or Sublease purpose other than specifically stated in Paragraph 10 herein shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business not be deemed to be carried on in an unreasonable withholding of consent. In the Leased Premises, (c) event the LESSEE desires to Transfer this lease to a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at lessee to whom LESSOR is required to give its reasonable consent pursuant to the time foregoing paragraph, LESSOR shall have the option of the proposed Assignment or Sublease iseither (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain primarily liable upon all the reasonable opinion of Landlordterms, insufficient conditions and covenants hereof, will bind any Transferee to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on lease and will pay to LESSOR the part amount by which the sum of rent, additional rent due to taxes and all other money or consideration it received from a Transferee exceeds the Tenant sum of all monetary obligations which LESSEE owes to be observed and performed from and after LESSOR for the date period of such assignmentTransfer; or (2) terminating this lease and relieving LESSEE of all its future obligations hereunder. In the case of a subleaseevent that LESSOR decides to terminate this lease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, it shall be an Assignment for purposes of this Lease; provided however that free to enter into a new lease with the foregoing provision shall not apply if Tenant is a publicly traded company proposed new tenant or other publicly traded entityanyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consentimplied, to any entity which controlsTransfer shall not constitute a waiver of LESSOR’S right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR’S right to terminate this lease upon any subsequent Transfer. As used herein, is controlled the term “assign” or “assignment” shall be deemed to include, without limitation: (a) any transfer of the LESSEE’S interest in the lease by or is under common control with Tenantoperation of law, or to any entity resulting from the merger or consolidation of the LESSEE with Tenantor into any other firm or corporation; or (b) the transfer or sale of a controlling interest in the LESSEE whether by sale of its capital stock or otherwise. NOTWITHSTANDING the foregoing, the provisions of this Article shall not be deemed to prohibit, nor shall consent be required for (i) transfer of Lessee’s stock among existing stockholders or among spouses, children or grandchildren of existing stockholders or intervivos or testamentary transfers to trusts established for the benefit of such persons, (ii) a public offering of stock by LESSEE, (iii) the transfer of outstanding stock by way of trading on a recognized securities exchange; or (iv) transfer of stock by way of trading which is regularly traded in the over-the-counter market and quoted on NASDAQ. (1) LESSEE shall notify LESSOR at lease ten (10) days prior to the effective date of transfer, and shall submit the name of Transferee; (2) LESSEE shall provide a written instrument evidencing the assignment; (3) LESSEE shall provide a statement that LESSEE shall remain primarily liable and with respect to an assignment that Transferee shall assume all of LESSEE’S obligations under the Lease, and that Transferee shall use the Premises in the same manner as LESSEE; and (4) with respect to a sale or transfer of all of the assets of LESSEE, LESSEE shall submit with notice to LESSOR sufficient evidence of the creditworthiness of Transferee including the most recent financial statement or equivalent. In addition to the foregoing, any entity which acquires transfer of all or substantially all of the assets of Tenant as a going concern, and any such Assignment Premises shall not be subject to the provisions of Section 17.7 belowArticle 19(6). 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant The LESSEE shall not sell, assign, sublet or otherwise transfer all or any part of license the Leased Premises or Tenant's leasehold estate hereunder (each such act is all of the foregoing actions are so referred to herein as an "“Assignment"”), or sublet without first obtaining the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "Sublease") without Landlord's LESSOR’S prior written consent in each instance, consent; which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenant's delivery of request therefor, together with all information required to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment or Sublease shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, (c) a copy of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject withheld. If LESSOR consents to Tenant's providing Landlord a copy of the subsequently executed any Assignment or Sublease), then LESSEE shall remain directly and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice primarily obligated to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible LESSOR for the payment of the Basic Rent and all Rent, Additional Rent and for the full performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under of the terms, obligations, covenants and conditions of this Lease except as otherwise provided until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in this Lease. Tenant agrees that the foregoing paragraph shall not be required in the case of an assignment of Assignment to a parent, subsidiary, other corporation affiliated with the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision shall not apply if Tenant is a publicly traded company or other publicly traded entity, or a wholly-owned subsidiary thereof. Notwithstanding anything to the contrary contained in this Section 17, Tenant may assign or sublet the Leased Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by or is under common control with Tenant, LESSEE or to any an entity resulting from into which the merger or consolidation with Tenant, LESSEE is merged or to any an entity which acquires all or substantially all of the assets of Tenant LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a going concern, and any such Assignment lessee for a first class office/industrial/warehouse building. LESSEE shall not be subject offer to the provisions make or make an Assignment of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such any portion of the excess Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any and other charges payable to LESSEE under such Assignment equal or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever exceed the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Minimum Annual Rent, Additional Rent and other charges payable by Tenant hereunder attributable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the sublet portion date of the Leased PremisesAssignment and said request shall include a copy of the proposed instrument of Assignment, based on if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net rentable area of amount collected to the Leased Premises Rent and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration"other charges herein reserved, the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with but no such assignment or sublettingcollection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignment. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant LESSEE shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "SubleaseTransfer") this Sublease without LandlordLESSOR's prior written consent in each instance, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenantdelayed. LESSOR's delivery of request therefor, together with all information required refusal to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment Transfer for any use or Sublease purpose other than specifically stated in paragraph 8 herein shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business not be deemed to be carried on in unreasonable withholding of consent. In the Leased Premisesevent the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (c1) a copy of the proposed Assignment or allowing LESSEE to Transfer this Sublease, or an executed letter of intent that includes in which case LESSEE shall remain primarily liable upon all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Subleaseterms, Landlord's consent may be given subject to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease)conditions, and (d) such financial information as Landlord may reasonably request concerning the proposed assigneecovenants hereof, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees for the review and documentation of will bind any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice Transferee to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result of such Assignment or Sublease, or (ii) the financial condition of the proposed new tenant or subtenant at the time of the proposed Assignment or Sublease is, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on Sublease and will pay to LESSOR the part amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the Tenant sum of all monetary obligations which LESSEE owes to be observed and performed from and after LESSOR for the date period of such assignmentTransfer; or (2) terminating this Sublease and relieving LESSEE of all its future obligations hereunder. In the case of event that LESSOR decides to terminate this Sublease, it shall be free to enter into a sublease, Tenant shall, within fifteen (15) days after new Sublease with the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, shall be an Assignment for purposes of this Lease; provided however that the foregoing provision Transfer shall not apply if Tenant is constitute a publicly traded company or other publicly traded entity, or waiver of LESSOR's right to prohibit any subsequent Transfer; nor shall such consent be deemed a wholly-owned subsidiary thereofwaiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Section 17Sublease but subject to the final sentence of this paragraph, Tenant may LESSEE may, upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or sublet transfer its entire interest in this Sublease and the Leased Premisesleasehold estate hereby created, or any portion thereof, without Landlord's consentsublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by by, or is under common control with Tenantwith, LESSEE (a "Related Corporation"), or to any (b) a corporation or other business entity resulting from into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation with Tenantof corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, as of the date of such transfer, the purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation, or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which acquires all may be withheld or substantially all the assets of Tenant as a going concerndelayed in LESSOR's sole discretion, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion of the excess rent (ii) in the event of any Assignment or Sublease Transfer by any succeeding subtenant or assigneeLESSEE described hereunder, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right LESSEE shall remain jointly and severally liable to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of LESSOR for any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion obligations arising out of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or sublettingtransferee's tenancy. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.

Assignment Subleasing. 17.1 Subject to Section 17.5 hereof, Tenant Lessee shall not sell, assign, sublet, underlet, mortgage, pledge or otherwise transfer all or any part of the Leased Premises or Tenant's leasehold estate hereunder encumber (each such act is collectively referred to herein as an "Assignment"), or sublet the Leased Premises or any portion thereof or permit the Leased Premises to be occupied by anyone other than Tenant (each such act is referred to herein as a "SubleaseTransfer") this lease without LandlordLessor's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after Tenantwithheld. Lessor's delivery of request therefor, together with all information required refusal to be provided to Landlord under Section 17.2. Notwithstanding the foregoing, Tenant may, without such transaction being deemed a Sublease hereunder, enter into concessionaire arrangements with one or more persons for an aggregate of up to ten percent (10%) of the rentable square footage of the Leased Premises; provided that such arrangements do not involve construction of demising walls or other improvements that physically separate the portion of the Leased Premises occupied by any concessionaire from the retail business operations of Tenant. 17.2 Tenant shall have no right to enter into an Assignment or a Sublease unless Tenant shall have first requested in writing Landlord's consent to such Assignment or Sublease. Any request by Tenant for Landlord's consent to a specific Assignment Transfer for any use or Sublease purpose other than specifically stated in Paragraph 8 herein shall include (a) the name of the proposed assignee, subtenant or occupant, (b) the nature of the proposed assignee's, subtenant's or occupant's business not be deemed to be carried on an unreasonable withholding of consent. In the event the Lessee desires to Transfer this lease to a proposed Transferee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain primarily liable upon all the Leased Premisesterms, (c) conditions and covenants hereof, will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it received from a copy Transferee exceeds the sum of the proposed Assignment or Sublease, or an executed letter of intent that includes all material terms of the proposed transaction (provided however that if a letter of intent is provided rather than the proposed Assignment or Sublease, Landlord's consent may be given subject monetary obligations which Lessee owes to Tenant's providing Landlord a copy of the subsequently executed Assignment or Sublease), and (d) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant or its business. Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees Lessor for the review and documentation of any proposed Assignment or Sublease within thirty (30) days after Landlord gives notice to Tenant of the amount thereof, together with reasonable documentation supporting such fees. 17.3 Without limiting the circumstances under which it may be reasonable for Landlord to withhold its consent to an Assignment or Sublease, it is expressly agreed that it shall be reasonable for Landlord to withhold its consent if Landlord reasonably determines that (i) the value of the Leased Premises are likely to be materially adversely affected during the Term as a result period of such Assignment or SubleaseTransfer, or (ii2) terminating this lease and relieving Lessee of all its future obligations hereunder provided that upon receipt of written notice from Lessor of Lessee's intention to terminate the financial condition lease, Lessee may withdraw its request for consent in writing within one week of the proposed new tenant or subtenant at the time receipt of the proposed Assignment or Sublease issuch termination notice, in the reasonable opinion of Landlord, insufficient to meet the obligations of Tenant being assigned to such new tenant or subtenant. 17.4 Each Sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of which event this Lease. No Assignment or Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations lease shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding without any assignment or subletting Tenant shall continue to remain liable and responsible for the payment transfer of the Basic Rent and Additional Rent and same. In the performance event of such termination, Lessee shall be relieved of all its other future obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except hereunder as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee assumes and agrees to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignmenttermination. In the case of a subleaseevent the lease is terminated, Tenant shallas hereinafter provided, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. 17.5 Any sale or other transfer in one transaction, or in an integrated or related series of transactions, of a majority of (i) the partnership or membership interests in Tenant or any beneficial interest therein, if Tenant is a partnership or limited liability company, or (ii) the capital stock in Tenant, or any beneficial interest therein, if Tenant is a corporation, Lessor shall be an Assignment for purposes of this Lease; provided however that free to enter into a new lease with the foregoing provision proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to any Transfer shall not apply if Tenant is constitute a publicly traded company or other publicly traded entitywaiver of Lessor's right to prohibit any subsequent Transfer, or nor shall such consent be deemed a wholly-owned subsidiary thereofwaiver of Lessor's right to terminate this lease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Section 17Moreover, Tenant may assign or sublet the Leased PremisesLessor's acceptance of any name for listing on any Building directory will not be deemed, or any portion thereof, without Landlordnor will it substitute for Lessor's consent, as required herein, to any entity which controlssublease, is controlled by assignment or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity which acquires all or substantially all the assets of Tenant as a going concern, and any such Assignment shall not be subject to the provisions of Section 17.7 below. 17.6 Each Assignee of Tenant's interest hereunder shall assume all obligations of Tenant under this Lease and shall become and remain liable jointly and severally with Tenant for the payment of Basic Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed under this Lease. 17.7 Landlord's right to a portion of excess rent as specified in this Section 17.7 is expressly reserved from the grant of Tenant's leasehold estate, and Landlord shall have such right to such portion other occupancy of the excess rent in the event of any Assignment or Sublease by any succeeding subtenant or assignee, regardless of whether (i) the instrument effecting any such Assignment or Sublease provides such right to Landlord, or (ii) Landlord has approved such an instrument which fails to provide such right to Landlord. If Landlord consents to any Assignment or Sublease, then Tenant shall pay to Landlord within five (5) business days after Tenant's receipt thereof, 50% of any and all "net consideration" received by Tenant on account of such transaction, howsoever the same may be denominated, and in the case of Subleases, to the extent that such consideration exceeds the pro rata portion of the Basic Rent, Additional Rent and other charges payable by Tenant hereunder attributable to the sublet portion of the Leased Premises, based on the net rentable area of the Leased Premises and the net rentable area of the Leased Premises sublet; provided however that in calculating the "net consideration", the following items shall first be deducted from the consideration received by Tenant: (a) the reasonable costs paid by Tenant for improvements (including Trade Fixtures and Equipment) installed or made by Tenant for the specific subtenant or assignee in question, and (b) reasonable leasing commissions, attorneys' fees and all other reasonable costs paid by Tenant in connection with such assignment or subletting. 17.8 Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. Landlord shall apply any such funds received under a Sublease to Tenant's obligations and liabilities under this Lease.