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SECTION 12.4 APPOINTMENT OF LANDLORD AS ATTORNEY-IN-FACT. Tenant hereby
<br />irrevocably appoints the Landlord as its attorney-in-fact for Tenant with full power and authority to execute and deliver in
<br />the name of Tenant any of the statements set forth in Sections 12.1 through and including 12.3
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<br /> SECTION 12.5 REMEDIES. Failure of Tenant to execute any statements or instruments necessary or
<br />desirable to effectuate the foregoing provisions of this Article, within ten (10) days after written request to do so by
<br />Landlord, shall constitute a breach of this Lease. In the event of such a failure, Landlord, in addition to any other rights or
<br />remedies it might have (including its right to act as attorney-in-fact for the Tenant), shall have the right, by not less than
<br />ten (10) days written notice to Tenant to declare this Lease terminated and the Term ended, in which event this Lease shall
<br />cease and terminate on the date specified in the notice; upon the termination Tenant shall vacate and surrender the
<br />Premises, but shall remain liable as provided in this Lease.
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<br />ARTICLE XIII. ASSIGNMENT AND SUBLETTING
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<br />SECTION 13.1 NO ASSIGNMENT AND SUBLETTING.
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<br /> (a) Landlord's Consent Required. Notwithstanding any provision herein to the contrary or reference herein to
<br />Concessionaires or subtenants or otherwise, Tenant agrees and covenants (which covenants shall run for the term of this
<br />Lease and be binding upon the heirs, executors, and administrators of Tenant) that Tenant will not, either voluntarily or by
<br />operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate
<br />hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees, or sublet the
<br />Premises or any portion thereof, without Landlord's prior written consent in each instance. No assignment, whether
<br />voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or
<br />otherwise, (except as herein made pursuant to Section 18.2 (i) and no subletting shall be valid or effective without such
<br />prior written consent and at Landlord's election, shall constitute a default. To the extent not prohibited by provisions of
<br />the Bankruptcy Code, I 1 U.S.C. Section 101 et seq. including Section 365 (f) (i) thereof, Tenant on behalf of itself,
<br />creditors, administrators and assigns waives the applicability of Sections 541(c) and 365 (e) of the Bankruptcy Code of
<br />1978 unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord's standard for consent as
<br />set forth in Section 13. l (c) of this Lease. Landlord has entered into this Lease with Tenant in order to obtain for the
<br />benefit of the ~ Center the unique attraction of Tenant's trade name and the unique merchandising mix and
<br />product line associated with Tenant's business; the foregoing prohibition on assignment or subletting is expressly agreed
<br />to by Tenant in consideration of such fact. If this Lease is assigned to any person or entity pursuant to the provisions of
<br />the Bankruptcy Code, I i U.S.C. Section l01 et seq. (the "Bankruptcy Code"), any and all monies or other considerations
<br />payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be
<br />and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within
<br />the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under
<br />the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly
<br />paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the
<br />Bankruptcy Code, I l U.S.C. Section 101 et seq., shall be deemed without further act or deed to have assumed all of the
<br />obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand,
<br />execute and deliver to Landlord an instrument confmning such assumption.
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<br /> (b) Change in Status of Tenant. If Tenant or Tenant's Guarantor, if any, is a corporation which, under the then
<br />current guidelines published by the Commissioner of Corporations of the State of California, is not deemed a public
<br />corporation, or is an unincorporated association or partnership, the sale, transfer, assignment, issuance or hypothecation of
<br />any stock or interest in such corporation, association or partnership which results in a change in the voting control of
<br />Tenant or Tenant's Guarantor, if any, shall be deemed an assignment within the meaning and provisions of this Article. In
<br />addition, any change in the status of the entity, such as but not limited to withdrawal of a general partner, shall be deemed
<br />a prohibited assignment within the meaning of this Article. Any such prohibited act by Tenant or Tenant's Guarantor (or
<br />any attempt at same), either voluntarily or involuntarily or by operation of law or otherwise, shall, at Landlord's option,
<br />terminate this Lease, and any purported act shall be null and void. The voluntary or other surrender of this Lease by
<br />Tenant, or mutual cancellation thereof, shall not work a merger and shall, at thc option of Landlord, terminate all or any
<br />existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the
<br />like, or may, at the option of Landlord, operate as an assignment to Landlord of the same. Nothing contained elsewhere
<br />in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental
<br />operating arrangement or the like except pursuant to the provisions of this Article.
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<br /> (c) Standard for Consent. If Tenant desires at any time to assign this Lease or to sublet the Premises or any
<br />portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of
<br />the proposed subtenant or assignee; (ii) the nature of the proposed subtenant's or assignee's business to be carried on in
<br />the Premises; (iii) the terms and provisions of the proposed sale, transfer or sublease of Tenant's business and leasehold
<br />interest, including the price, rent and terms of payment; (iv) any other information required by Landlord; and (v) an
<br />application fee of $200.00. Landlord shall not unreasonably withhold its consent provided: (l) use of Premises remains
<br />the same as stated in Item 2 of the Basic Lease Provisions (unless Landlord, for reasonable cause, decides that the use
<br />and/or the location of the use is incompatible with Landlord's present or future plans for operation of the ~
<br />Center); (2) Minimum Rent is adjusted to the greater of market rent or present Minimum Rent as increased by the
<br />"Consumer Price Index" as defined and applied in Section 2.2; (3) percentage rent is adjusted to the current rate presently
<br />being negotiated by major developers such as Landlord for the same or similar type of business in the area and all other
<br />economic aspects such as, but not limited to, insurance requirements, taxes and common facilities charges are brought
<br />into conformity with Landlord's current lease; (4) proposed subtenant or assignee demonstrates that it is financially
<br />responsible by submission to Landlord of such reasonable information as Landlord may request concerning the proposed
<br />subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date
<br />within ninety (90) days of the request for Landlord's consent and statements of income or profit and loss of the proposed
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