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<br />6.1C <br />Page 11 <br /> <br />ATTACHMENT 1 <br /> <br />13. KEYS AND LOCKS <br />13.1 Licensee shall be issued the necessary keys that enable access to the Premises. <br />Licensee will be required to complete all necessary paperwork related to the <br />issuance of the keys. <br /> <br />14. ASSIGNMENT <br />14.1 Licensor's Consent Reauired. Licensee may not assign its rights under the <br />License, nor any interest therein, and shall not encumber the Premises or any <br />part thereof, nor any right or privilege appurtenant thereto, nor allow or permit <br />any other person(s) to occupy or use the Premises, or any portion thereof, <br />without Licensor's prior written approval, which shall be in the sole discretion of <br />Licensor. Consent by Licensor to one assignment, occupation or use by another <br />person shall not be deemed to be consent to any subsequent assignment, <br />occupation or use by another person. <br /> <br />It is agreed that Licensor will not be acting unreasonably in refusing to consent to <br />an assignment or sublicense if, in licensor's opinion, the quality of the <br />merchandising operation of the proposed assignee or sublicensee is not equal to <br />or better than that of the Licensee, or if the net worth of such assignee or <br />sublicensee is less than that of Licensee. <br /> <br />No assignment or encumbrance by Licensee shall release it from or in any way <br />alter any of licensee's obligations under this license. licensee shall not have <br />the Premises delivered to a subsidiary company of Licensee, and such <br />arrangement shall in no way alter Licensee's responsibilities hereunder with <br />respect to the Premises. Any assignment, encumbrances, occupation or use <br />contrary to the provisions of this License shall be void and shall constitute breach <br />of this License. Any assignee, sublicensee or other recipient of Licensee' <br />interest in this Agreement is hereby notified that such transfer is of no force or <br />effect without Licensor's prior written consent. <br /> <br />14.2 Transfer of Ownership. 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 Licensee shall assign fifty one percent <br />(51%) or more of the ownership, licensee shall provide written notice sixty (60) <br />days before the assignment. The Licensor shall have the right to renegotiate the <br />Agreement, including the terms, fees, or any and all portions of the Agreement, <br />and licensor shall have the right to condition approval of the transfer of <br />ownership on Licensee's acceptance of the new terms and conditions. <br /> <br />15. LIENS AND INSOLVENCY <br />15.1 Licensee shall keep the Premise free from any Uens arising out of any work <br />performed for, materials furnished to, or obligations incurred by licensee and <br />shall indemnify, defend, and hold Licensor harmless from the same. If licensee <br />or Licensee's Guarantor shall be declared insolvent or bankrupt or if any <br />assignment of Licensee's property shall be made for the benefit of the creditors <br />or otherwise, or if Licensee's improvement interest herein shall be levied upon <br />under execution, or seized by virtue of any writ of any court of law, or a trustee in <br />bankruptcy, or if a receiver be appointed for the property of Licensee, whether <br /> <br />Atty/Agrl2008.049 <br />090208 <br /> <br />9 <br />