Common use of Redevelopment Clause in Contracts

Redevelopment. (i) The Landlord may terminate this lease under this clause by giving the Tenant not less than 6 months prior notice in writing (termination notice). The termination notice must specify the date on which this lease terminates (termination date), which does not need to coincide with the end of a Rent period. (ii) This lease terminates on the termination date, at which time the Tenant and the Tenant’s Associates must deliver up vacant possession of the Premises to the Landlord in accordance with the terms of this lease (including clause 17). (iii) The Tenant remains liable for the payment of the Rent and all other amounts payable under this lease and for the performance and observance of the Tenant’s obligations under this lease up to the termination date or, in respect of those covenants which survive the termination of this lease, until those covenants have been fulfilled. (iv) If the Landlord wishes to relocate the Tenant’s business, the Landlord must give the Tenant written notice of relocation (relocation notice) at the same time as the termination notice is given. (v) The relocation notice must give details of an alternative retail shop (alternative shop) to be made available to the Tenant by the Landlord. (vi) If a relocation notice is given, the Landlord must offer the Tenant a new lease of the alternative shop (new lease). That offer must contain the following: (A) the rent for the alternative shop, which must be no more than the Rent payable for the Premises under this lease, adjusted to take into account any difference in the commercial values of the Premises and the alternative shop at the time of relocation; (B) the terms and conditions of the lease, which are to be the same, or better, terms and conditions as this lease except that the term of the new lease is to be no shorter than the remainder of the Term of this lease; (C) the date by which the Tenant must accept the Landlord’s offer (which must be at least 30 days after the date of the offer); and (D) that the Tenant’s acceptance of the offer must be in writing. (vii) If the Tenant accepts the offer on or before the date specified under clause 21.2(c)(vi)(C): (A) the Landlord must provide the Tenant with the new lease not later than 30 days after the Tenant accepts the offer; (B) the Tenant must execute the new lease and return it to the Landlord not later than 30 days after being provided with the lease by the Landlord; (C) the Landlord is responsible for arranging the preparation of the new lease and must pay the costs of the Landlord's solicitors of the instructions for and the preparation and execution of the new lease; and (D) the Landlord must pay the Tenant’s reasonable costs of the relocation, including but not limited to: (1) costs incurred by the Tenant in dismantling fittings, equipment or services at the Premises; (2) costs incurred by the Tenant in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing in the Premises immediately before the relocation, but only to the extent that they are reasonably required in the alternative shop; (3) packaging and removal costs incurred by the Tenant; and (4) legal costs incurred by the Tenant. (viii) If the Landlord does not offer the Tenant a new lease of an alternative retail shop then the Landlord is liable to pay to the Tenant such reasonable compensation as is agreed in writing between the parties or determined by the State Administrative Tribunal.

Redevelopment. (ia) Landlord shall have the conditional right to terminate this Lease (the “Termination Option”), without penalty after the expiration of the initial Lease Term (the designated date to be referred to herein as the “Early Termination Date”), in the event that Landlord, in its sole and absolute discretion, elects to redevelop the Property. Landlord’s Termination Option is conditioned upon Landlord providing written notice to Tenant (“Termination Notice”) of Landlord’s election to exercise its Termination Option and the designation of the Early Termination Date, at least twelve (12) months prior to the applicable Early Termination Date. The Landlord may terminate this lease under this clause by giving elect, as an Early Termination Date, the Tenant not less than 6 months prior notice in writing (termination notice). The termination notice must specify last day of the date on which this lease terminates (termination date), which does not need to coincide with initial Term or the end last day of a Rent periodthe First Option Term. (iib) This lease terminates If Landlord properly exercises the Termination Option and the notice requirement has been satisfied, this Lease shall be deemed terminated on the termination dateapplicable Early Termination Date, at which time the Tenant and the Tenant’s Associates must deliver up vacant shall return possession of the Premises to the Landlord in broom clean condition and in accordance with the terms of this lease (including clause 17). (iii) The Tenant remains liable Article 22 hereof, and the parties respective rights and obligations hereunder shall terminate, except for the payment of the Rent those obligations which accrue prior to such Early Termination Date and all other amounts payable under this lease those rights and for the performance and observance of the Tenant’s obligations under this lease up to the termination date orwhich expressly, in respect of those covenants which or by their nature, survive the termination of this lease, until those covenants have been fulfilled. Lease (iv) If the Landlord wishes to relocate the Tenant’s business, the Landlord must give the Tenant written notice of relocation (relocation notice) at the same time as the termination notice is given. (v) The relocation notice must give details of an alternative retail shop (alternative shop) to be made available to the Tenant by the Landlord. (vi) If a relocation notice is given, the Landlord must offer the Tenant a new lease of the alternative shop (new leaseincluding all indemnification obligations hereunder). That offer must contain If Landlord properly exercises the following: (A) the rent for the alternative shop, which must be no more than the Rent payable for the Premises under this lease, adjusted Termination Option and Tenant subsequently fails to take into account any difference in the commercial values of timely and properly vacate the Premises and the alternative shop at the time of relocation; (B) the terms and conditions of the lease, which are return possession thereof to be the same, or better, terms and conditions as this lease except that the term of the new lease is to be no shorter than the remainder of the Term of this lease; (C) the date by which the Tenant must accept the Landlord’s offer (which must be at least 30 days after the date of the offer); and (D) that the Tenant’s acceptance of the offer must be in writing. (vii) If the Tenant accepts the offer Landlord on or before the date specified under clause 21.2(c)(vi)(C): (A) applicable Early Termination Date, Tenant shall be deemed to be holding over in the Landlord must provide the Tenant with the new lease not later than 30 days after the Tenant accepts the offer; (B) the Tenant must execute the new lease and return it Premises, which holdover shall be subject to the Landlord not later than 30 days after being provided with the lease by the Landlord; (C) the Landlord is responsible for arranging the preparation terms of the new lease and must pay the costs of the Landlord's solicitors of the instructions for and the preparation and execution of the new lease; and (D) the Landlord must pay the Tenant’s reasonable costs of the relocation, including but not limited to: (1) costs incurred by the Tenant in dismantling fittings, equipment or services at the Premises; (2) costs incurred by the Tenant in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing in the Premises immediately before the relocation, but only to the extent that they are reasonably required in the alternative shop; (3) packaging and removal costs incurred by the Tenant; and (4) legal costs incurred by the TenantArticle 23 hereof. (viii) If the Landlord does not offer the Tenant a new lease of an alternative retail shop then the Landlord is liable to pay to the Tenant such reasonable compensation as is agreed in writing between the parties or determined by the State Administrative Tribunal.

Redevelopment. Landlord shall have the right to terminate the LEASE effective at any time following January 31, 2017, provided that (i) LANDLORD shall provide TENANT with written notice of such termination (the “TERMINATION NOTICE”) at least 360 days prior to the termination date, (ii) any such termination shall be solely for the purpose of facilitating a re-development of the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises on the following terms: (a) The Landlord may terminate this lease under this clause by giving TERMINATION NOTICE shall depict preliminary plans for the Tenant proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value therefore. (b) The proposed new premises shall include a building of at least 15,000 square feet in size and otherwise shall be substantially equivalent or superior to the PREMISES as to the quality of furnishings and tenant fixtures, and the proposed new premises shall (A) be located within 350 feet of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios not less than 6 months prior notice in writing required by applicable zoning laws and permit approvals. (termination notice). The termination notice must specify c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between the date of termination of the LEASE and the relocation to the new premises if TENANT makes such election to relocate to such new premises. (d) The reasonable out-of-pocket costs and expenses incurred by TENANT in connection with such relocation shall be shared (split 50/50) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended to reflect the new premises and shall otherwise be on which the same terms as this LEASE (e.g., the new lease terminates shall be for the balance of the INITIAL LEASE TERM (termination dateif applicable) or the EXTENDED TERM, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to by LANDLORD and TENANT as part of such election as provided in clause (f) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit to the other, a separate written statement of its proposed fair market “base rent” within ten (10) days of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which does not need to coincide with the end of a Rent periodPREMISES are located. (ii) This lease terminates on the termination date, at which time the Tenant and the TenantThe arbitrator’s Associates must deliver up vacant possession determination of the Premises fair market rental value shall be final and conclusive and shall be limited solely to the Landlord in accordance with issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the terms closest to such arbitrator’s determination of this lease fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (including clause 17)30) days of his or her appointment. (iii) The Tenant remains liable for If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the payment appointment of the Rent and all other amounts payable under this lease and for arbitrator shall be made by the performance and observance Presiding Judge of the Tenant’s obligations under this lease up to the termination date Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in respect the County of those covenants which survive the termination of this lease, until those covenants have been fulfilledLos Angeles. (iv) If The fees of such arbitrator shall be paid by the Landlord wishes party whose submitted base rent was not closest to relocate the Tenantsuch arbitrator’s business, the Landlord must give the Tenant written notice determination of relocation (relocation notice) at the same time as the termination notice is givenfair market rental value. (vg) The relocation notice To be effective, TENANT’s election to relocate to the new premises must give details be given to LANDLORD in writing within sixty (60) days of an alternative retail shop (alternative shop) delivery of the TERMINATION NOTICE; provided, however, that if the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be made available to the Tenant by the Landlord. (vi) If a relocation notice is given, the Landlord must offer the Tenant a new lease of the alternative shop (new lease). That offer must contain the following: (A) the rent for the alternative shop, which must be no more less desirable in any material respect than the Rent payable for the Premises under this lease, adjusted to take into account any difference preliminary plans set forth in the commercial values of the Premises TERMINATION NOTICE (as updated from time to time by LANDLORD and the alternative shop at the time of relocation; (B) the terms and conditions of the lease, which are to be the same, or better, terms and conditions as this lease except that the term of the new lease is to be no shorter than the remainder of the Term of this lease; (C) the date by which the Tenant must accept the Landlord’s offer (which must be at least 30 days after the date of the offer); and (D) that the Tenant’s acceptance of the offer must be in writing. (vii) If the Tenant accepts the offer on or before the date specified under clause 21.2(c)(vi)(C): (A) the Landlord must provide the Tenant with the new lease not later than 30 days after the Tenant accepts the offer; (B) the Tenant must execute the new lease and return it to the Landlord not later than 30 days after being provided with the lease by the Landlord; (C) the Landlord is responsible for arranging the preparation of the new lease and must pay the costs of the Landlord's solicitors of the instructions for and the preparation and execution of the new lease; and (D) the Landlord must pay the Tenant’s reasonable costs of the relocation, including but not limited to: (1) costs incurred by the Tenant in dismantling fittings, equipment or services at the Premises; (2) costs incurred by the Tenant in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing in the Premises immediately before the relocation, but only to the extent that they are reasonably required in the alternative shop; (3) packaging and removal costs incurred by the Tenant; and (4) legal costs incurred by the Tenant. (viii) If the Landlord does not offer the Tenant a new lease of an alternative retail shop then the Landlord is liable to pay to the Tenant such reasonable compensation as is agreed notified in writing between the parties or determined by the State Administrative Tribunalto TENANT), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORD.

Redevelopment. (i) The Landlord may terminate this lease under this clause by giving shall be entitled to carry out or permit the Tenant not less than 6 months prior notice Development of any neighbouring premises of the Landlord or any part thereof and to build on or into any boundary wall of the Demised Premises or to re-route any services in writing (termination notice). The termination notice must specify or access to the date on which this lease terminates (termination date), which does not need Demised Premises subject to coincide with the end of Landlord exercising such right in a Rent period. (ii) This lease terminates on the termination date, at which time the Tenant reasonable manner and making good any damage caused and ensuring that the Tenant’s Associates must deliver up vacant possession full use and enjoyment of the Demised Premises is not thereby adversely affected Whenever in this lease the consent or licence of the Landlord is required in any matter then the Landlord shall be entitled to withhold its consent or licence unless and until it has obtained the consent of any superior landlord All monies payable by the Tenant under this Lease not expressly reserved as rent shall be a charge on the Demised Premises and recoverable as for rent in arrear The Surety in consideration of this Lease having been made at its request hereby covenants with the Landlord that the Tenant will throughout the Term pay the rents hereby reserved or subsequently ascertained on the days and in manner aforesaid and will perform and observe all the Tenant’s covenants hereinbefore contained and that in case of default in such payment of rents or in the performance or observance of such covenants as aforesaid the Surety will pay and make good to the Landlord in accordance with on demand all losses damages costs and expenses thereby arising or incurred by the terms of this lease (including clause 17).Landlord notwithstanding:- (iii) The Tenant remains liable for the payment 1.1 any neglect or forbearance of the Rent and all other amounts payable under this lease and for Landlord in endeavouring to obtain payment or to enforce performance of the performance and observance of several stipulations herein on the Tenant’s obligations under this lease up to the termination date or, in respect of those covenants part contained (and any time which survive the termination of this lease, until those covenants have been fulfilled. (iv) If the Landlord wishes to relocate the Tenant’s business, the Landlord must give the Tenant written notice of relocation (relocation notice) at the same time as the termination notice is given. (v) The relocation notice must give details of an alternative retail shop (alternative shop) to may be made available given to the Tenant by the Landlord.Landlord shall not release or exonerate or in any way affect the liability of the Surety under this covenant) (vi) If a relocation notice is given, 1.2 that the terms of this Lease may have been varied by agreement between the Landlord must offer and the Tenant where such variation is immaterial and not prejudicial to the Surety 1.3 that this Lease may have been assigned or that the Tenant may have ceased to exist or may have surrendered part of the Demised Premises or 1.4 any other act or thing whereby but for this provision the surety would have been released If this Lease shall be disclaimed or the Tenant (being a company) shall be dissolved or cease to exist and if the Landlord shall by notice in writing have so required the Surety will take from the Landlord a new lease Lease of the alternative shop (new lease). That offer must contain Demised Premises for a term commensurate with the following: (A) the rent for the alternative shop, which must be no more than the Rent payable for the Premises under this lease, adjusted to take into account any difference in the commercial values residue of the Premises and term which would have remained had there been no disclaimer dissolution or cesser (as the alternative shop case may be) at the time of relocation; (B) same rent and subject to the terms and conditions of the lease, which are to be the same, or better, terms same covenants and conditions as are reserved by and contained in this lease except that Lease (with the term exception of the surety covenants contained in this Seventh Schedule) such new lease is Lease to be no shorter than the remainder of the Term of this lease; (C) the date by which the Tenant must accept the Landlord’s offer (which must be at least 30 days after take effect from the date of such disclaimer or dissolution or cesser (as the offer); and (Dcase may be) that and in such case the Tenant’s acceptance Surety shall without delay take or join in all acts necessary for the grant of such new Lease and will pay all costs relating to the offer must be in writing. (vii) If the Tenant accepts the offer on or before the date specified under clause 21.2(c)(vi)(C): (A) the Landlord must provide the Tenant with the grant of such new lease not later than 30 days after the Tenant accepts the offer; (B) the Tenant must Lease and execute the new lease and return it deliver to the Landlord not later than 30 days after being provided with the lease by the Landlord; (C) the Landlord is responsible for arranging the preparation of the new lease and must pay the costs of the Landlord's solicitors of the instructions for and the preparation and execution of the new lease; and (D) the Landlord must pay the Tenant’s reasonable costs of the relocation, including but not limited to: (1) costs incurred by the Tenant in dismantling fittings, equipment or services at the Premises; (2) costs incurred by the Tenant in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing in the Premises immediately before the relocation, but only to the extent that they are reasonably required in the alternative shop; (3) packaging and removal costs incurred by the Tenant; and (4) legal costs incurred by the Tenant. (viii) If the Landlord does not offer the Tenant a new lease of an alternative retail shop then the Landlord is liable to pay to the Tenant such reasonable compensation as is agreed in writing between the parties or determined by the State Administrative Tribunal.counterpart thereof