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<br />nor any interest therein, and shall not encumber the Premises or any part <br />thereof, nor any right or privilege appurtenant thereto, nor allow or permit any <br />other person(s) to occupy or use the Premises, or any portion thereof, without <br />Lessor's prior written approval, which shall be in the sole discretion of Lessor. <br />Consent by Lessor to one assignment, occupation or use by another person shall <br />not be deemed to be consent to any subsequent assignment, occupation or use <br />by another person. <br /> <br />It is agreed that Lessor will not be acting unreasonably in refusing to consent to <br />an assignment or sublease if, in Lessor's opinion, the quality of the <br />merchandising operation of the proposed assignee or sublessee is not equal to <br />or better than that of the Lessee, or if the net worth of such assignee or <br />sublessee is less than that of Lessee. <br /> <br />No assignment or encumbrance by Lessee shall release it from or in any way <br />alter any of Lessee's obligations under this Lease. Lessee shall not have the <br />Premises delivered to a subsidiary company of Lessee, and such arrangement <br />shall in no way alter Lessee's responsibilities hereunder with respect to the <br />Premises. Any assignment, encumbrances, occupation or use contrary to the <br />provisions of this Lease shall be void and shall constitute breach of this Lease. <br />Lessor may assign any of its rights hereunder without notice to Lessee, or Lessor <br />may terminate this Agreement. Any assignee, sublessee or other recipient of <br />Lessee' interest in this Agreement is hereby notified that such transfer is of no <br />force or effect without Lessor's prior written consent. <br /> <br />19.2 Transfer of Ownershio. The dissolution, merger, consolidation, or other <br />reorganization of the corporation, association, partnership or limited liability <br />company or the sale or other transfer of fifty one percent (51%) or more of the <br />assets of the business entity shall be deemed an assignment within the meaning <br />and provisions of this Paragraph. If the Lessee shall assign fifty one percent <br />(51%) or more of the ownership, Lessee shall provide written notice sixty (60) <br />days before the assignment. The Lessor shall have the right to renegotiate the <br />Agreement, including the terms, fees, or any and all portions of the Agreement, <br />and Lessor shall have the right to condition approval of the transfer of ownership <br />on Lessee's acceptance of the new terms and conditions. . <br /> <br />20. LIENS AND INSOLVENCY <br />20.1 Lessee shall keep the Premise free from any liens arising out of any work <br />performed for, materials furnished to, or obligations incurred by Lessee and shall <br />indemnify, defend, and hold Lessor harmless from the same. If Lessee or <br />Lessee's Guarantor shall be declared insolvent or bankrupt or if any assignment <br />of Lessee's property shall be made for the benefit of the creditors or otherwise, or <br />if Lessee's improvement interest herein shall be levied upon under execution, or <br />seized by virtue of any writ of any court of law, or a trustee in bankruptcy, or if a <br />receiver be appointed for the property of Lessee, whether under operation of the <br />State or the Federal statutes, then Lessor may terminate this Agreement and <br />immediately take possession of said Premises upon written notice. Such taking <br />of possession shall not terminate the continuing obligations of Lessee, including <br />payment of rent and any other applicable charges. <br /> <br />22. HAZARDOUS MATERIALS <br /> <br />Atty/Agr/2008.033 <br />050508 <br /> <br />10 <br />