Common use of SUBLEASE OR ASSIGNMENT Clause in Contracts

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises to a nationally or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of Tenant in the State of Ohio or the assets of Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises demised premises for a retail use to a nationally or regionally recognized national retailer without the Landlord's prior written consent. Any other assignment or subletting not specifically provided for in this Section 12 13 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the CenterCarrollwood Commons, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 20,000 square feet of space in the Centerspace. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Tampa, Florida metropolitan area or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) If Tenant desires to assign its interest under this Lease or to sublet all or any portion of the demised premises to a non-affiliated third party, Tenant shall deliver to Landlord written notice (an "Assignment Notice") that Tenant intends to solicit offers for such an assignment or subletting. Within sixty (60) days after Landlord's receipt of an Assignment Notice, Landlord may terminate this Lease (or in the case of a subletting of less than all of the demised premises [a "Partial Sublet"], Landlord may terminate this Lease as to the portion of the demised premises proposed to be sublet), by written notice to Tenant (a "Takeback Notice"). During such sixty (60) day period (the "Landlord's Recapture Period"), Tenant shall not assign this Lease to any prospective assignee or sublet the demised premises to any prospective sublessee. If Landlord exercises its option to terminate this Lease pursuant to this Section, then this Lease shall end and expire on the date which is sixty (60) days after Tenant's receipt of the Takeback Notice as fully and completely as if such early termination date were the original expiration date of the term of this Lease (except as to a termination regarding a proposed Partial Sublet in which event this Lease shall terminate only as to such portion of the demised premises), and all Rent shall be apportioned as of such early termination date. If Tenant shall not have received a Takeback Notice within the Landlord's Recapture Period, then Landlord shall be deemed to have waived its recapture right pursuant to this Section 13, and Tenant shall be entitled, without any further right of Landlord to recapture the demised premises or any portion thereof, to assign this Lease or sublet all or any permitted portion of the demised premises during the one (1) year period (the "Tenant's Transfer Period") following the expiration of Landlord's Recapture Period. Notwithstanding the foregoing, in the event that Tenant does not assign its interest in this Lease or sublet all or any permitted portion of the demised premises during the Tenant's Transfer Period, Tenant shall, prior to any assigning or subletting, once again be required to send Landlord an Assignment Notice, and fully comply with the terms of this Section 13 so that Landlord has the right to recapture the demised premises in accordance with the provisions of this paragraph. Additionally, Landlord's right to recapture shall be immediately reinstated if Tenant fails to continuously operate during such one (1) year period. (c) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. Tenant, except as herein provided, shall not, without Landlord’s prior written consent (a) Tenant may which shall not be unreasonably withheld, conditioned or delayed), sublease all or any part of the Premises or assign Tenant's interest any of it rights or obligations under this Lease. Notwithstanding the foregoing or anything to the contrary contained in this Lease Lease, Tenant shall have the right at any time to sublease, assign, license or sublet otherwise permit use or occupancy of all or any portion of the Premises to a nationally or regionally recognized retailer Premises, without Landlord's consent. Any other assignment ’s approval or subletting not specifically provided for in this Section 12 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises related entity, affiliate, subsidiary or parent company of Tenant, (ii) assign company in which Tenant has a controlling interest or sublet is under common control with, (iii) successor entity, whether by merger, consolidation or otherwise, (iv) person or entity that purchases all or substantially all (defined as 51% of Tenant’s assets or a controlling interest in Tenant’s stock, as applicable) of Tenant’s assets or stock, (v) to an entity which is set up to hold the liquor license for all or a portion of the Premises, (vi) any retail or hospitality company or operator who will occupy all or any portion of an Ancillary Structure under a sublease or license or other contractual arrangement with Tenant and serve the Premises to general public (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all not solely customers of the stores Amphitheater); provided, however, that any such sublease, assignment or other permitted use or occupancy shall not relieve Tenant of Tenant in the State of Ohio or the assets of Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of obligations under this Lease. Further, notwithstanding anything to the contrary contained in this Lease, Tenant shall deliver have the right to Landlord in grant licenses, concessions, operating/management agreements, and rentals for events and concession services, and the ordinary course right to assign all or a portion of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing and Tenant Improvements and/or this Lease to lenders as collateral for financing purposes, without Landlord’s approval or consent, and all of the foregoing shall not be deemed to be bound by all the terms an assignment or sublease, or otherwise, in violation of this Lease Lease, provided that the same shall not relieve Tenant of its obligations under this Lease. In addition to and without limitation of the preceding sentence, Landlord acknowledges that Tenant may elect to finance all or a portion of its Project Costs through a multi-venue financing program Tenant is currently establishing, and Landlord agrees to cooperate with Tenant in connection therewith, including to enter into and execute such reasonable and customary agreements and other documents as may be required by the lender or reasonably requested by Tenant in connection therewith, including (iiwithout limitation), consenting or otherwise agreeing to Tenant (and/or a parent or other affiliate) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability pledging all of its assets, the ownership interests in it as an entity and/or or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.similar transactions. XIV MECHANIC’S LIENS

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises demised premises to a nationally or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 13 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the CenterChesterfield Town Court, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 20,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Richmond, Virginia metropolitan area or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. Tenant shall not (a) Tenant may assign Tenant's interest assign, encumber, mortgage, or in any other manner transfer this Lease or any estate or interest therein; or (b) sublet all the Premises or any part thereof, or grant any license, concession or other right to occupy any portion of the Premises to (each a nationally or regionally recognized retailer “Transfer”) without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord's review ’s rights as to any subsequent Transfer. Notwithstanding any Transfer, (x) Tenant and any guarantor of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its Tenant’s obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily jointly and severally liable hereunderunder this Lease, and (y) Landlord shall be entitled to 100% of any excess rental paid to Tenant in excess of the Rent to be paid by Tenant under this Lease. Tenant's Notwithstanding anything herein to the contrary, so long as Tenant is not in default under this Lease, Tenant shall have the right to assign this Lease or to sublet shall be subject to all or any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet portion of space in the Center. Tenant mayPremises, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises to any parent, subsidiary, or corporate affiliate of Tenant with equal or greater net worth; (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee in connection with a good business reputation who is acquiring merger or consolidation, or the sale of all or substantially all of Tenant’s assets; (iii) to any corporation which acquires fifty percent (50%) or more of the stores issued and outstanding voting stock of Tenant; or (iv) employees, agents, service providers of Tenant or clients of Tenant occupying up to a maximum of 20% of the Premises; provided that, in any of the State foregoing circumstances, (a) Tenant shall give Landlord written notice of Ohio such assignment or subletting prior to the assets effective date of Tenantsuch assignment or subletting; (b) subsequent to such assignment or subletting, its parent or subsidiary. Any such assignee or sublessee Tenant and Guarantor shall be bound by remain primarily liable for the terms performance of all terms, covenants, and conditions of this Lease. Tenant shall deliver to Landlord ; and (c) in the ordinary course event of its business an instrument whereby assignment, the assignee or entity succeeding to shall assume all of Tenant's interest hereunder agrees to be bound by the terms of ’s obligations under this Lease. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant 10.13.1 Subject to Lessor's rights under Section 10.13.2, Lessee shall have the right at any time to sublet said Premises or any part thereof or assign this lease without the prior written consent of Lessor. In such event, it is hereby mutually agreed that Xxxxxx shall nevertheless remain fully liable under all of the terms, covenants, and conditions of this Lease. If this Lease be assigned or if the Premises or any part thereof be subleased or occupied by anybody other than lessee, Lessor may collect from the assignee, sublessee, or occupant any rent or other charges herein reserved, but such collection by Lessor shall not be deemed a release of Lessee or Guarantor from the performance by Lessee under this Lease. Any assignee or sublessee or Lessee shall be subject to all conditions, restrictions, and obligations of Lessee as set forth herein. 10.13.2 If Lessee desires to assign Tenant's interest in this Lease or sublet all the entire Premises, except as set forth in Section 10.13.3, Lessee shall give Lessor written notice thereof with copies of all, related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any portion proposed assignee or subtenant, at least forty-five (45) days prior to the anticipated effective date of the Premises to a nationally or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for sublease. Lessor shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Lessee in this Section 12 shall be subject to Landlordwriting (a "Termination Notice") of Lessor's prior written consent, which consent shall not be unreasonably withheld. Landlord's review approval or disapproval of the proposed assignment or sublease, or to notify Lessee that Lessor elects to terminate the Lease as of the date set forth in the Termination Notice, which shall be not less than 30 nor more than 60 days from the date of the Termination Notice, as though such date were the date fixed for the expiration of the term. Lessee may nullify the Termination Notice, at any time within fifteen (15) business days after Xxxxxx receives the Termination Notice, by notifying Lessor in writing that Xxxxxx withdraws its intent to assign or sublet. 10.13.3 The provisions of Section 10.13.2, including Lessor's right to terminate the Lease, shall not apply to any assignment or sublease (i) to an assignee or subtenant shall be limited to business reputationthat controls, business experienceis controlled by or under common control with Lessee, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee in connection with a good business reputation who is acquiring merger or consolidation affecting Lessee, or the sale of all or substantially all of the stores stock of Tenant in Lessee, or the State sale or transfer of Ohio or substantially all of the assets of Tenant, its parent Lessee or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to TenantLessee's interest hereunder agrees to be bound by the terms of this Leasecredit card processing and/or payment processing division. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises to a nationally demised premises for the Permitted Use (defined in Section 20) or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be another lawful retail use compatible with the then existing tenant mix of Maple Hill Mall subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such eventFurthermore, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet for a different use then the Permitted Use (defined in Section 20) shall be subject to any then existing those exclusives or primary use and prohibited uses set forth on Exhibit "D" attached hereto and made a part hereof, which are the exclusives and prohibited uses in effect for the Shopping Center as of the date hereof, for so long as and to the extent said exclusives and prohibited uses are still in full force and effect, as well as exclusives and prohibited uses hereafter granted for tenants leasing more than 15,000 20,000 square feet or more of space in elsewhere within the Shopping Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Michigan or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. In the event of any assignment of this Lease or subletting of the demised premises, in whole or in part, Tenant shall remain fully and primarily liable hereunder. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises to demised premises for a nationally or regionally recognized retailer retail use without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to the Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, so long as the case may be. In any such event, Tenant shall remain remains fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 20,000 square feet of space in the Centerspace. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Nashville, Tennessee metropolitan area or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) If Tenant desires to assign its interest under this Lease or to sublet all or any portion of the demised premises to a non-affiliated third party, Tenant shall deliver to Landlord written notice (an "Assignment Notice") that Tenant intends to solicit offers for such an assignment or subletting. Within sixty (60) days after Landlord's receipt of an Assignment Notice, Landlord may terminate this Lease (or in the case of a subletting of less than all of the demised premises [a "Partial Sublet"], Landlord may terminate this Lease as to the portion of the demised premises proposed to be sublet), by written notice to Tenant (a "Takeback Notice"). During such sixty (60) day period (the "Landlord's Recapture Period"), Tenant shall not assign this Lease to any prospective assignee or sublet the demised premises to any prospective sublessee. If Landlord exercises its option to terminate this Lease pursuant to this Section, then this Lease shall end and expire on the date which is sixty (60) days after Tenant's receipt of the Takeback Notice as fully and completely as if such early termination date were the original expiration date of the term of this Lease (except as to a termination regarding a proposed Partial Sublet in which event this Lease shall terminate only as to such portion of the demised premises), and all Rent shall be apportioned as of such early termination date. If Tenant shall not have received a Takeback Notice within the Landlord's Recapture Period, then Landlord shall be deemed to have waived its recapture right pursuant to this Section 13, and Tenant shall be entitled, without any further right of Landlord to recapture the demised premises or any portion thereof, to assign this Lease or sublet all or any permitted portion of the demised premises during the one (1) year period (the "Tenant's Transfer Period") following the expiration of Landlord's Recapture Period. Notwithstanding the foregoing, in the event that Tenant does not assign its interest in this Lease or sublet all or any permitted portion of the demised premises during the Tenant's Transfer Period, Tenant shall, prior to any assigning or subletting, once again be required to send Landlord an Assignment Notice, and fully comply with the terms of this Section 13 so that Landlord has the right to recapture the demised premises in accordance with the provisions of this paragraph. Additionally, Landlord's right to recapture shall be immediately reinstated if Tenant fails to continuously operate during such one (1) year period. (c) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's ’s interest in this Lease or sublet all or any portion of the Premises to a nationally or regionally recognized retailer without Landlord's ’s consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Landlord's ’s review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's ’s right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of Tenant in the State of Ohio Virginia or the assets of Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's ’s interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's ’s interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's ’s length transaction not designed to reduce Landlord's ’s liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may The Lessee shall not sublease or assign Tenant's interest in this Lease or sublet all the Leased Premises, or any portion part of the Leased Premises without the express written consent of the Lessor, such consent to a nationally or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of However the proposed assignee or subtenant Lessee shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of have the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's specific right to assign the Lease and all of its rights and duties hereunder to a bona-fide lending institution, and the Lessor hereby permits the Lessee to encumber and grant a security interest in any property or property rights it may have in the Leased Premises or property located thereon. Further, the Lessor will not unreasonably withhold its consent to the use of the Leased Premises by any person, persons or company obtained by any of Lessee's lenders in the event any Lender forecloses on any of the above mentioned property. This lease may be so assigned and the Leased Premises so sublet for another air oriented purpose other than that described in this Lease if the Lessor approves such purpose. Any assumption of this lease under these or other provisions, shall obligate the person or persons to pay any and all past due rent before 991292-8leb-130804kka Hangar Land Lease Agr (081304) - 12 - approval of transfer will be given. At a minimum, the Lessor will require that any sublease agreement be in writing and that it include: that the agreement be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet the terms and conditions of space this Agreement; that sub-lessees maintain aircraft liability insurance in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of Tenant amounts and in the State of Ohio or manor prescribed in this agreement. Notwithstanding the assets of Tenantforegoing, its parent or subsidiary. Any such assignee or sublessee Lessee shall be bound permitted to assign its rights under this Agreement to a limited liability entity controlled by Lessee or wholly-owned by the terms owners of this Lease. Tenant shall deliver Lessee, provided that the limited liability entity agrees in writing to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees assignment and to be bound by the terms of this LeaseAgreement. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's ’s interest in this Lease or sublet all or any portion of the Premises to a nationally or regionally recognized retailer without Landlord's ’s consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Landlord's ’s review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's ’s right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 fourteen thousand (14,000) square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of Tenant in the State of Ohio Florida or the assets of Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's ’s interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's ’s interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's ’s length transaction not designed to reduce Landlord's ’s liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in Neither this Lease Lease, nor the term and estate hereby granted, nor any part hereof or sublet all or any portion of the Premises to a nationally or regionally recognized retailer without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 thereof, shall be subject to Landlord's subleased, assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant. Tenant shall have the right, with the prior written consent, consent of Landlord which consent shall not be unreasonably withheld. Landlord's review , to assign this Lease or to sublet the Demised Premises or any portion thereof provided: (i) Tenant shall furnish Landlord in writing with the name and business address of the proposed assignee or subtenant, a copy of the proposed terms of the assignment or subletting including the amounts to be paid by the assignee or subtenant, and reasonably satisfactory information with respect to the nature, character or the business and financial condition of the proposed assignee or subtenant. The proposed assignee or subtenant must, in the reasonable judgment of the Landlord, be of a character, engage in a business and maintain a financial condition which is in keeping with the standards of Landlord for the Building and the Park. (ii) The purposes for which the proposed assignee or subtenant intends to use the Demised Premises are expressly permitted by this Lease; (iii) No subletting shall be limited for a term (including renewals, if any), ending later than one day prior to business reputation, business experience, a retail use compatible with then existing tenant mix the Expiration Date of this Lease; (iv) No Event of Default shall have occurred and be continuing either at the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenanttime that Landlord's right to assign or sublet shall be subject consent to any then existing exclusives assignment or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, subletting is required or on (i) grant licenses and/or concessions within the Premises proposed effective date of the assignment or sublease, or (ii) assign or sublet all or any portion the date of the Premises commencement of the term of the assignment or sublease; (v) Tenant agrees to pay Landlord, in consideration for Landlord's consent to the assignment or sublease, fifty percent (a50%) of any parentprofits on such sublease or assignment. For purposes of this provision, affiliate "profit" shall be the difference between (i) all payments made by a subtenant or subsidiary corporation assignee to Tenant as rent or otherwise under or in connection with the sublet or assignment after deduction of customary broker commissions, tenant improvements tenant improvement allowances and attorneys' fees incurred by Tenant, and (ii) the Fixed Annual Rent and Additional Rent payable with respect to the space affected by the sublet or assignment; (vi) Tenant agrees to pay to Landlord an amount that will reimburse Landlord for reasonable legal fees actually incurred by it to engage outside counsel to assist it in reviewing and approving the proposed assignment or subletting not to exceed $2,500; and (vii) Tenant shall deliver to Landlord an executed copy of each assignment or subletting agreement as may be authorized by this Paragraph within ten (10) days following the execution of any such agreement. (b) Upon receipt of Tenant's notice regarding a transferee or successor by merger, consolidation or acquisition proposed subletting of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores Demised Premises or an assignment of this Lease, Landlord shall have the right, to be exercised by giving written notice to the Tenant within thirty (30) days after such receipt, to recapture the space described in the Tenant's notice. Such recapture notice shall terminate this Lease with respect to the space therein described as of the date stated in Tenant's request notice. If the Tenant's request notice shall cover all of the Demised Premises and the Landlord shall give the recapture notice with respect thereto, the Term of this Lease shall end on the date stated in the Tenant's request notice as if that date were the Expiration Date. If this Lease be so terminated with respect to less than the entire Demised Premises, the Rent (including, without limitation, the "Tenant's Share" and the $2,500/month generator cost) shall be proportionately adjusted on the basis of the number of square feet retained by Tenant. (c) No assignment, subletting or occupancy shall be deemed a waiver of the provisions in this Paragraph or a release of Tenant in from the State full performance by Tenant of Ohio or all of the assets of Tenantterms, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms conditions and covenants of this Lease. Each assignee shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant shall deliver to Landlord in for the ordinary course payment of its business an instrument whereby the assignee or entity succeeding to Fixed Annual Rent and Additional Rent and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's interest hereunder agrees part to be bound by performed for the terms Term of this Lease. Each sublease shall be subject and subordinate to this Lease and any then or future modifications thereof. (bd) Landlord may assign Landlord's interest Anything in this Lease without Paragraph to the contrary notwithstanding, the prior written consent of Tenant Landlord shall not be required (aand Landlord shall have no recapture rights) with respect to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such an assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or a sublease of part or all of the Demised Premises to an entity controlled by, controlling or under common control with Tenant (b"Tenant Affiliate"). For this purpose "control" shall mean the possession of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of a sufficient percentage of voting securities, by contract or otherwise. In connection with an assignment or sublease under this subparagraph (d), Tenant shall give notice to Landlord at least ten (10) subject days prior to Section 12the transaction and shall provide Landlord with such information as may be reasonably requested by Landlord in order to establish the relationship of the Tenant Affiliate. Notwithstanding the foregoing, the prior written consent of Landlord shall not be required (and Landlord shall have no recapture right) with respect to any transaction entered into by Tenant with an entity into or with which Tenant is merged or consolidated or with an entity to which all or substantially all of Tenant's assets or stock are transferred or in connection with a public or private offering of debt or equity with respect to Tenant; provided, however, that any such successor entity has a financial condition equal to or greater than Tenant as of the date hereof, as security for any indebtedness undertaken evidenced by Landlordcurrent financial statements provided by the successor entity at the time of the proposed assignment.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's ’s interest in this Lease or sublet all or any portion of the Premises demised premises to a nationally recognized retailer (defined as a retailer with at least fifty (50) retail stores in the United States) or regionally recognized retailer (defined as a retailer with at least five (5) retail stores in the State of Washington) customarily found in similar shopping centers without Landlord's ’s consent. Any other assignment or subletting not specifically provided for in this Section 12 13 shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Landlord's ’s review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Shopping Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's ’s right to assign or sublet shall be subject to any then existing those exclusives or primary use and prohibited uses set forth on Exhibit “D” attached hereto and made a part hereof, which are the exclusives and prohibited uses in effect for the Shopping Center as of the date hereof, for so long as and to the extent said exclusives and prohibited uses are still in full force and effect, as well as exclusives and prohibited uses hereafter granted for tenants leasing more than 15,000 square feet of space elsewhere within the Shopping Center, for so long as and to the extent said exclusives are still in full force and effect. In the Centerevent Tenant desires to assign the Lease and such assignment requires Landlord’s prior written consent, then Landlord shall within fifteen (15) business days of receipt of Tenant’s written notice to Landlord requesting such consent, either consent to such assignment, or elect to terminate the Lease effective sixty (60) days after notice of such election to terminate. In the event Landlord terminates the Lease pursuant to this Section 13(a), (i) then effective upon such termination date, neither party shall have any further rights or liabilities hereunder arising after such termination date, and (ii) Tenant shall have the right to nullify such termination by withdrawing its assignment request within ten (10) days after receiving Landlord’s termination notice and continuing as the direct tenant/occupant hereunder. (b) Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Washington or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's ’s interest hereunder agrees to be bound by the terms of this Lease. In the event of any assignment of this Lease or subletting of the demised premises, in whole or in part, Tenant shall remain fully and primarily liable hereunder. (bc) Landlord may assign Landlord's ’s interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's ’s length transaction not designed to reduce Landlord's ’s liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises demised premises to a nationally recognized retailer (defined as a retailer with at least fifty (50) retail stores in the United States) or regionally recognized retailer (defined as a retailer with at least five (5) retail stores in the State of Washington) customarily found in similar shopping centers without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 13 shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Landlord's ’s review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Shopping Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing those exclusives or primary use and prohibited uses set forth on Exhibit "D" attached hereto and made a part hereof, which are the exclusives and prohibited uses in effect for the Shopping Center as of the date hereof, for so long as and to the extent said exclusives and prohibited uses are still in full force and effect, as well as exclusives and prohibited uses hereafter granted for tenants leasing more than 15,000 square feet of space elsewhere within the Shopping Center, for so long as and to the extent said exclusives are still in full force and effect. In the Centerevent Tenant desires to assign the Lease and such assignment requires Landlord’s prior written consent, then Landlord shall within fifteen (15) business days of receipt of Tenant’s written notice to Landlord requesting such consent, either consent to such assignment, or elect to terminate the Lease effective sixty (60) days after notice of such election to terminate. In the event Landlord terminates the Lease pursuant to this Section 13(a), (i) then effective upon such termination date, neither party shall have any further rights or liabilities hereunder arising after such termination date, and (ii) Tenant shall have the right to nullify such termination by withdrawing its assignment request within ten (10) days after receiving Landlord’s termination notice and continuing as the direct tenant/occupant hereunder. (b) Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Washington or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's ’s interest hereunder agrees to be bound by the terms of this Lease. In the event of any assignment of this Lease or subletting of the demised premises, in whole or in part, Tenant shall remain fully and primarily liable hereunder. (bc) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's ’s interest in this Lease or sublet all or any portion of the Premises to a nationally or regionally recognized retailer without Landlord's ’s consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Landlord's ’s review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's ’s right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises or (ii) assign or sublet all or any portion of the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of Tenant in the State of Ohio or the assets of Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's ’s interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's ’s interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's ’s length transaction not designed to reduce Landlord's ’s liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises to demised premises for a nationally or regionally recognized retailer retail use without Landlord's consent. Any other assignment or subletting not specifically provided for in this Section 12 shall be subject to the Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the Center, and financial ability to perform its obligations under this Lease or the proposed sublease, so long as the case may be. In any such event, Tenant shall remain remains fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 20,000 square feet of space in the Centerspace. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Detroit metropolitan area or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) If Tenant desires to assign its interest under this Lease or to sublet all or any portion of the demised premises to a non-affiliated third party, Tenant shall deliver to Landlord written notice (an "Assignment Notice") that Tenant intends to solicit offers for such an assignment or subletting. Within sixty (60) days after Landlord's receipt of an Assignment Notice, Landlord may terminate this Lease (or in the case of a subletting of less than all of the demised premises [a "Partial Sublet"], Landlord may terminate this Lease as to the portion of the demised premises proposed to be sublet), by written notice to Tenant (a "Takeback Notice"). During such sixty (60) day period (the "Landlord's Recapture Period"), Tenant shall not assign this Lease to any prospective assignee or sublet the demised premises to any prospective sublessee. If Landlord exercises its option to terminate this Lease pursuant to this Section, then this Lease shall end and expire on the date which is sixty (60) days after Tenant's receipt of the Takeback Notice as fully and completely as if such early termination date were the original expiration date of the term of this Lease (except as to a termination regarding a proposed Partial Sublet in which event this Lease shall terminate only as to such portion of the demised premises), and all Rent shall be apportioned as of such early termination date. If Tenant shall not have received a Takeback Notice within the Landlord's Recapture Period, then Landlord shall be deemed to have waived its recapture right pursuant to this Section 13, and Tenant shall be entitled, without any further right of Landlord to recapture the demised premises or any portion thereof, to assign this Lease or sublet all or any permitted portion of the demised premises during the one (1) year period (the "Tenant's Transfer Period") following the expiration of Landlord's Recapture Period. Notwithstanding the foregoing, in the event that Tenant does not assign its interest in this Lease or sublet all or any permitted portion of the demised premises during the Tenant's Transfer Period, Tenant shall, prior to any assigning or subletting, once again be required to send Landlord an Assignment Notice, and fully comply with the terms of this Section 13 so that Landlord has the right to recapture the demised premises in accordance with the provisions of this paragraph. Additionally, Landlord's right to recapture shall be immediately reinstated if Tenant fails to continuously operate during such one (1) year period. (c) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.

SUBLEASE OR ASSIGNMENT. (a) Tenant may assign Tenant's interest in this Lease or sublet all or any portion of the Premises demised premises for a retail use to a nationally or regionally recognized national retailer without the Landlord's prior written consent. Any other assignment or subletting not specifically provided for in this Section 12 13 shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. Landlord's review of the proposed assignee or subtenant shall be limited to business reputation, business experience, a retail use compatible with then existing tenant mix of the CenterGolden Triangle Mall, and financial ability to perform its obligations under this Lease or the proposed sublease, as the case may be. In any such event, Tenant shall remain fully and primarily liable hereunder. Tenant's right to assign or sublet shall be subject to any then existing exclusives or primary use exclusives for tenants leasing more than 15,000 20,000 square feet of space in the Center. Tenant may, without the consent of Landlord, (i) grant licenses and/or concessions within the Premises demised premises or (ii) assign or sublet all or any portion of the Premises demised premises to (a) any parent, affiliate or subsidiary corporation of Tenant; (b) a transferee or successor by merger, consolidation or acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a good business reputation who is acquiring all or substantially all of the stores of the Tenant in the State of Ohio Dallas/Ft. Worth, Texas metropolitan area or the assets of the Tenant, its parent or subsidiary. Any such assignee or sublessee shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant's interest hereunder agrees to be bound by the terms of this Lease. (b) Landlord may assign Landlord's interest in this Lease without the consent of Tenant (a) to any entity to which Landlord transfers its fee interest in the Premises demised premises provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm's length transaction not designed to reduce Landlord's liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 12, as security for any indebtedness undertaken by Landlord.