v.1 New Pacific Place – Starbucks, Inc.

Basic terms

Tenant
Premises
Premises Improvements
Term
Base Rent
Reimbursements
Tenant Special Rights
Credit Support
Miscellaneous

by and between

NPP PARTNERS LLC, Landlord

and

BURLINGTON COAT FACTORY! , Tenant

for premises located at the Shopping Center

known as

New Pacific Place

Hartford, Connecticut

LEASE AGREEMENT

TABLE OF CONTENTS

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made and entered into to be effective as of the ____ day of _________________, 2018(the “Effective Date”) by and between NPP PARTNERS LLC, aDelawarelimited liability company , as “Landlord”, and BURLINGTON COAT FACTORY! , a_______________ _______________ , as “Tenant”.

WITNESSETH:

IN CONSIDERATION of the mutual covenants hereinafter contained, and each act performed hereunder by either of the parties, Landlord and Tenant agree as follows:

ARTICLE I
BASIC LEASE TERMS

Section 1.01. Basic Lease Terms. This Article I is an integral part of this Lease and all of the terms of this Article I are incorporated into this Lease in all respects. In addition to other terms that are elsewhere defined in this Lease, the following, whenever used in this Lease, shall have the meanings set forth in this Article I:

(a) Shopping Center:New Pacific Place, situated in the City of Hartford, County of Hartford, State of Connecticut.(Article II).

(b) Demised Premises:As more particularly described in Sub-section 2.01(c) below,space #_____containingapproximately 4 square feet of Gross Leasable Area (as defined in Section 2.01 below). (Articles II and III).

(c) Tenant's Trade Name:Burlington Coat Factory. (Article VII).

(d) Permitted Use:__________; and for no other use or purpose whatsoever. (Article VII).

(e) Lease Term:Five (5)yearsand ___ (_) months,approximately, commencing on the Commencement Date(as defined in Section 6.01 below) and ending on the Expiration Date (as defined below)unless extended or sooner terminated as provided herein. (Article V).

(f) Rent Commencement Date: The earlier to occur of (i) ___ (_)days after the Commencement Date, or (ii) the date Tenant opens for business in the Demised Premises. (Articles V and VI).

(g) Expiration Date:The last day of the calendar month in which the fifth (5th) anniversary of the Rent Commencement Dateoccurs, unless the Lease Term is extended as provided herein. (Article V).

(h) Minimum Rent during Lease Term: (Article VIII).

Lease Years	Annual Minimum Rent	Monthly Minimum Rent Installment
1 - 5

(i) Gross Sales Reports: (Article IX).

(j) Common Area Maintenance (CAM) Charge: (Article X).

Tenant’s proportionate sharedetermined by dividing the Gross Leasable Area of the Demised Premises by the then-occupied Gross Leasable Area of the Shopping Centerand then multiplying the resulting quotient by total Common Area Maintenance Charges (as defined in Section 10.04 below), including a 15% administrative fee (such fee, the “CAM Administration Fee”) .

Initial Estimate: _____ /sf = _____ Annually /_____ Monthly

(k) Real Estate Tax Charge: (Article XI).

Tenant’s proportionate share determined by dividing the Gross Leasable Area of the Demised Premises by and then multiplying the resulting quotient by total Real Estate Taxes (as defined in Section 11.02 below).

Initial Estimate: _____ /sf = _____ Annually / _____ Monthly

(l) Advertising Requirement. (Article XII).

(m) Grand Re-Opening Requirement: (Article XII).

(n) Security Deposit _____. (Article XXIII).

(o) Late Charge: $.05 per each dollar overdue if payment is not made within five (5) days of the due date. (Article VIII).

(p) Tenant Insurance (with coverage amounts): (Article XVI).

Commercial General Liability - $1M per occurrence, $2M aggregate;

Fire Legal Liability - $50,000;

Umbrella Liability - $2M per occurrence and in the aggregate (subject to Section 16.02);

“Special Perils” (formerly known as “All Risk”) - full replacement of property with plate glass endorsement;

Business Interruption - 1 yr.’s loss of gross profits for Tenant;

Workers' Compensation - as required by Laws (as defined in Section 2.01 below); and

Employer’s Liability - $500,000.

(q) Estoppel Certificate: Due within 10 days of request. (Article XXVI).

(r) Subordination Agreement: Due within 10 days of request. (Article XVII).

(s) Radius Restriction: 5miles of the perimeter of the Shopping Center. (Article XXII).

(t) Remittance Address: All Rent (as defined in Section 2.01) payments due Landlord shall be sent to the following address (Article VIII):

or, via EFT, as follows (as the same may be changed by Landlord on not less than ten (10) business days notice to Tenant):

(u) Tenant Billing Address:

Burlington Coat Factory!

_________________________

_______________ , ___ _______

Attn: ____________________

(v) Notice Address: (Article XXVI).

Landlord:	NPP Partners LLC
	c/o ShopCo Properties, LLC
	31 St. James Avenue
	Boston, MA 02116
	Attn: Sr. Vice President Leasing

Tenant:	Burlington Coat Factory!
	_________________________
	_______________ , ___ _______
	Attn: ____________________

Guarantor :

	_______________
	_______________
	_____ , _____ _____

(w) Option to Renew: (Article XXIV).

(i) One (1 ) period of _____ (___ ) year ( "Renewal Term"); twelve (12) months notice of exercise required.

(ii) Minimum Rent during Renewal Term :

Lease
Years

Annual
Rent

Minimum Monthly
Installment

(x) Tenant Allowance: An amount up to $100.00per square foot of Gross Leasable Area. (Section 26.34).

Section 1.02. Significance of Basic Lease Terms. References to Articles appearing in Section 1.01 are intended to designate other places in this Lease where additional provisions applicable to the particular Basic Lease Term appear. Each reference in this Lease to any of the Basic Lease Terms contained in Section 1.01 shall be construed to incorporate all of the terms provided for under such Basic Lease Terms,and such Basic Lease Terms shall be read in conjunction with all other provisions of this Lease applicable thereto. If there is any direct and irreconcilable conflict between any of the Basic Lease Terms set forth in Section 1.01 and any other provisions of this Lease, the Basic Lease Terms shall control.

ARTICLE II
DEFINITIONS AND EXHIBITS

Section 2.01. Defined Terms. Wherever used in this Lease, the following terms shall have the following meanings:

(a) "ADDITIONAL RENT" shall mean any and all charges payable to Landlord under or pursuant to this Lease other than Minimum Rent.

(b) "COMMON AREAS" shall mean all improved and unimproved areas, facilities and improvementswithin the Shopping Center (whether or not shown on the site plan attached hereto and incorporated herein as Exhibit “A” (the “Site Plan”) or made available hereafter), other than any interior areas or facilitiesthat are intended for exclusive or primary use by any individual tenants of the Shopping Center.

(c) "DEMISED PREMISES" shall mean the specific store space identified in Sub-section 1.01(b)and crosshatched on the Site Plan, as now existing or to be constructed in the Shopping Center and leased to Tenant by Landlord.

(d) "GROSS LEASABLE AREA" shall mean the total number of square feet of leasable floor area within a given area. For the purposes of calculations of Gross Leasable Area, all width measurements are from the outside of exterior walls and the center of interior walls and all depth measurements are from the outside of the front and rear walls, without deduction or exclusion for any space occupied by columns, stairs or other construction or equipment within the Demised Premises. Non-selling mezzanine and basement spaces shall not be included in calculations of Gross Leasable Area.

(e) "LAWS" shall mean any and all applicable federal, state and local fire, health, employment, workplace, safety, building, zoning, traffic and/or sanitation laws, statutes, codes, ordinances, orders, regulations, standards, rules and requirements that may now or at any time hereafter be in effect and any and all other applicable federal, state and local laws, statutes, codes, ordinances, orders, regulations, standards, rules and requirements, as well as utility company requirements, that may now or at any time hereafter be in effect (including, but not limited to, the Americans with Disabilities Act of 1990 (the “ADA”) and the Williams-Steiger Occupational Safety and Health Act); provided, however, that where a provision of this Lease expressly refers to one or more specific jurisdictions, the term “Laws” as used in such provision shall mean only any and all applicable fire, health, safety, building, zoning, traffic and/or sanitation laws, statutes, codes, ordinances, orders, regulations, standards, rules and requirements that may now or at any time hereafter be in effect in such jurisdiction(s) and any and all other applicable laws, statutes, codes, ordinances, orders, regulations, standards, rules and requirements, as well as utility company requirements, that may now or at any time hereafter be in effect in such jurisdiction(s). The ADA provides, in part, that no individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation or any private entity who or which owns, leases, leases to, or operates a place of public accommodation.

(f) "LEASE YEAR" shall mean each consecutive twelve-month period included within the Lease Term or any renewal thereof, beginning with the Rent Commencement Date. Notwithstanding the foregoing, if the Rent Commencement Date is other than the first day of a calendar month, the first Lease Year shall be the period of time from the Rent Commencement Date to the end of the month in which the Rent Commencement Date shall occur plus the following twelve (12) calendar months. Each Lease Year thereafter shall be a successive period of twelve (12) calendar months.

(g) "PARTIAL LEASE YEAR" shall mean any period following the Rent Commencement Date of less than twelve (12) full calendar months included within the Lease Term.

(h) "RENT" shall mean, individually and collectively, Minimum Rent, all sums expressly designated hereunder as Additional Rent, and any other Additional Rent due hereunder.

(i) "SHOPPING CENTER" shall mean, as the same may be changed, reduced, or expanded from time to time, the land, buildings, and other improvements owned, leased or controlled by Landlord that comprise or exclusively serve the shopping center identified in Section 1.01 and shown on the Site Plan, asnow existing or to be constructed.

Section 2.02. Exhibits. The following Exhibits areattached hereto and made a part of this Lease:

Exhibit “ A”– Site Plan of the Shopping Center

Exhibit “ B”– Landlord's Work

Exhibit “ C”– Landlord's Sign Criteria

Exhibit “D”– Tenant’s Ownership Structure

ARTICLE III
DEMISED PREMISES

Section 3.01. Demise of Premises. In consideration of the payment of all rentals and the performance of the covenants hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, subject to all conditions and easements of record, for the Lease Term and upon the terms set forth in this Lease, the Demised Premises. The Gross Leasable Area set forth in Sub-section 1.01(b) shall be used in all computations of Additional Rent that are based on square footage.

Section 3.02. Landlord's Reservation. Landlord reserves exclusively to itself the roof and exterior walls of the building containing the Demised Premises and of the Demised Premises, and reserves on behalf of itself, any telecommunications facility operation,any solar energy provider, and/or any authorized utility company the right and/or obligation to place, maintain, repair, remove and/or replace utility lines, pipes, ducts, conduits, wires, tunneling and the like in, over, under and through the Demised Premises as may be necessary or advisable for the servicing of the Demised Premises or other portions of the Shopping Center in locations which will not materially interfere with Tenant's use of the Demised Premises for the Permitted Use. No easement for light or air is incorporated in the Demised Premises, and Tenant shall have no right of access to the roof of the Demised Premises or Shopping Center.

ARTICLE IV
IMPROVEMENTS AND ALTERATIONS

Section 4.01. Condition of Premises. Tenant hereby acknowledges that it has inspected and is informed about the condition of the Demised Premises, and Tenant agrees to accept the Demised Premises in its present "as is" condition, subject to normal wear and tear, without change and without any work or improvements by Landlord required to be doneother than as specified on Exhibit “B” (“Landlord’s Work”). Tenant's taking possession of the Demised Premises shall be conclusive evidence of Tenant's acceptance thereof in good order and satisfactory condition(except for minor punch-list items, which shall be completed within forty (40) days after the Commencement Date, provided Tenant notifies Landlord of such punch-list items within ten (10) days after the Commencement Date). Tenant also agrees that no representations respecting the condition of the Demised Premises, no warranties or guarantees, expressed or implied, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, with respect to workmanship or any defects in material, and no promises to decorate, alter, repair or improve the Demised Premises either before or after the execution hereof, have been made by Landlord or its agents to Tenant other than as expressly set forth herein.

Section 4.02. Tenant'sAlterations.

(a) Within fifteen (15) business days following the Effective Date, and in accordance with the terms of this Lease, Tenant shall be obligated to produce and deliver to Landlord plans and specifications in accordance with Section 4.03 below for Tenant’s initial build-out of the Demised Premises for the Permitted Use, which build-out shall include, but not be limited to, (i) all work necessary for the Demised Premises to meet the minimum level of certification that is issued by the Green Building Certification Institute as set forth in the LEED Green Building Rating System – LEED for Retail Commercial Interiors and (ii) if any restroom(s) will be installed, (A) paperless hand drying machines in each restroom and (B) feminine hygiene trash receptacles in each women’s restroom stall(“Tenant’s Initial Alterations”). Within five (5) business days following Landlord’s approval of Tenant’s plans and specifications for Tenant’s Initial Alterations, Tenant shall commence (and thereafter continuously, diligently and in good faith pursue) obtaining all permits, licenses, approvals and other documents required by Laws in connection with the commencement of Tenant’s Initial Alterations.

(b) Tenant, at its sole cost and expense, shall have the right, during the Lease Term, to make such alterations, changes and/or improvements (individually and collectively, “Alterations”) to the interior of the Demised Premises as Tenant may deem necessary for its use and business; provided, however, Landlord's consent shall be obtained prior to (i) Tenant’s Initial Alterations, (ii) any Alterations to the interior costing in excess of $20,000 in the aggregate in any twelve-month period; (iii) any Alterations to the interior visible from the exterior of the Demised Premises; (iv) any structural Alterations; (v) any Alterations to any interior walls (whether or not load-bearing); (vi) any Alterations to any electrical, plumbing or mechanical systems (including, but not limited to, the heating, ventilating and air conditioning systems); (vii) any increase in the size of the Demised Premises (including, but not limited to, the construction or expansion of any mezzanine); or (viii) any work on or affecting the roof of the Demised Premises (including, but not limited to, the replacement of a heating, ventilating and air conditioning unit). Additionally, in connection with any Alterations (including, but not limited to, Tenant’s Initial Alterations), Tenant, at its sole cost and expense, shall (i) timely secure all permits, licenses, approvalsand other documents required by Laws forthe performanceand completion of its Alterations and the use of the Demised Premises for the Permitted Use (and provide Landlord with copies of all such documentswithin one (1) business day after the same have been secured);(ii) otherwise comply with all Laws relating to the performance and completion of said Alterations; (iii) provide and pay for all water, sewer, electricity, heat and any other utilities used by Tenant or its agents for the performance of Alterations on the Demised Premises; (iv) prior to the commencement of Alterations, obtain all insurance coverage required under Article XVI hereof (together with workers' compensation insurance as required by Laws) for Tenant and its contractors and subcontractors; (v) ensure that all materials, equipment and appliances used in Alterations and all trade fixtures installed are newand first quality items; (vi) comply with any environmental sustainability requirements designated by Landlord; and (vii), if applicable, complete such Alterations in accordance with plans and specifications approved by Landlord. Tenant shall not employ any unfit person or anyone not skilled in the job such person is performing and, if commercially available, Tenant shall name Landlord a party beneficiary in the above mentioned insurance. Upon Landlord’s request therefor, Tenant shall (A) assign to Landlord any warranty obtained by Tenant in connection with Alterations, and (B) provide Landlord with information necessary for Landlord to obtain and maintain third-party environmental certification. Tenant shall be directly responsible for any and all damages resulting from any violation of the terms of this Section 4.02, and Tenant shall be responsible for reimbursing Landlord for any repairs and restoration required in connection with any Tenant Alterations. Except as set forth in Article XIV hereof, Tenant shall not be permitted to make any Alterations to the exterior of the Demised Premises. Tenant shall receive any carbon credits to which Tenant is entitled under applicable Laws, and Landlord shall be entitled (as between Landlord and Tenant) to the balance of any carbon credits applicable to the Shopping Center.

Section 4.03. Plans and Specifications. In connection with any Alterations with respect to which (a) Landlord's prior consent is required pursuant to this Article IV, or (b) the preparation of plans and specifications is customary, Tenant shall (i) prepare, at its sole cost and expense, complete plans and specifications for all such Alterations, (ii) have such plans and specifications signed and sealed by Tenant’s licensed architect or engineer, (iii) submit such signed and sealed plans and specifications to Landlord or Landlord's designated representative for approval prior to commencement of any Alterations, and, if prior to Tenant's opening for business, in sufficient time to permit approval by Landlord so that any such Alterations may be completed on or before the Rent Commencement Date, and (iv) submit payment to Landlord in the amount of SEVEN HUNDRED FIFTY DOLLARS ($750.00) for the review of Tenant’s plans and specifications (the “Plan Review Fee”). The Plan Review Fee with respect to plans and specifications for any Alterations shall be payable to Landlord simultaneously with the submission to Landlord of such plans and specifications. In the event Tenant fails to follow the foregoing terms pertaining to the submission of plans and specifications, Landlord, upon ten (10) days notice to Tenant, shall have the right to cancel this Lease or subject Tenant to payment of damages. Approval of plans and specifications by Landlord shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency or conformity with any Laws. Tenant shall be solely responsible for such plans and specifications. In addition to the foregoing, Tenant shall, not later than ten (10) days after the completion of any Alterations for which Tenant is required to prepare plans and specifications, deliver “as-built” drawings of such Alterations to Landlord in AutoCAD (.dwg) format, together with one (1) hard copy of such “as-built” drawings.

In the event that Landlord shall fail to approve, approve with comments or disapprove any of Tenant’s plans and specifications delivered to Landlord in compliance with the terms of this Article IV within ten ( 10) business days of Landlord’s receipt thereof, then Tenant may give Landlord a notice specifically referencing this Section 4.03 and bearing the following note in bold, capitalized letters:

“IF LANDLORD FAILS TO RESPOND TO TENANT’S REQUEST FOR LANDLORD’S CONSENT TO TENANT’S PLANS AND SPECIFICATIONS SUBMITTED TO LANDLORD ON [______________, 20__] (“TENANT’S SUBMITTED PLANS”) WITHIN AL FOR SUCH SPECIFIC “TENANT’S SUBMITTED PLANS”, SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS LEASE.”

If Landlord fails to respond to Tenant within such 10 - business day period, then Tenant may proceed without the obligation to obtain Landlord’s approval for such specific “Tenant’s Submitted Plans”, subject to the other terms and conditions of this Lease.

Section 4.04. Liens. Tenant shall not permit any lien (including, but not limited to, any mechanic's, laborer's, materialman's, contractor's, subcontractor's, equipment or fixture lien) to be filed against the Demised Premises and shall indemnify and hold Landlord, its agents, employees, independent contractors, officers, trustees, partners, and shareholders harmless from any liability, cost or expense relating to any such lien(s). If, however, any mechanic's, laborer's, materialman's, contractor's, subcontractor's, equipment, fixture or other lien is filed against the Demised Premises or against Tenant's trade fixtures, signs and other personal property located in, upon, or about the Demised Premises, Tenant shall (a) give a copy of such lien to Landlord within three (3) business days after Tenant receives notice that such lien has been filed (unless such notice is given to Tenant by Landlord), and (b) cause such lien to be discharged of record within ten (10) business days after Tenant receives notice that such lien has been filed, unless Tenant determines in good faith to contest the amount or validity of the claim, in which event Tenant shall provide a bond to remove such lien from the Demised Premises and diligently and continually proceed to contest any such claim. If Tenant fails to discharge the lien or provide such a bond to remove it from the Demised Premises within ten (10) business days as aforesaid, then Landlord may discharge the lien by any mode allowed by Laws, in which event all of Landlord's costs and expenses, including attorneys’ fees, in procuring the discharge of such lien shall be paid by Tenant to Landlord on demand with interest thereon at the prime rate (as announced by The Bank of New York Mellon from time to time as its “Prime Rate”) plus six percent (6%) (the “Lease Rate”). In the event Tenant is performing any work in the Demised Premises which is subject to a lien by a contractor or materialman and the Laws of the state in which the Demised Premises is located provide for the filing of a lien waiver or no lien stipulation which would prevent a lien from being filed by a contractor or materialman, then, prior to the commencement of any work, Tenant shall file such lien waiver or no lien stipulation (executed by Tenant, as owner, and Tenant's contractor) in the proper recording office of the appropriate political subdivision and furnish Landlord with a copy of the filing receipt therefor. Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord to any contractor, subcontractor, laborer, or materialman for the specific performance of any labor or the furnishing of any materials or equipment for any specific improvement, alteration to, or repair of the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials on behalf of Landlord that would give rise to the filing of any lien against the Demised Premises or the Shopping Center.

Section 4.05. Tenant's Trade Fixtures. All trade fixtures, signs and other personal property (as distinguished from Alterations) owned by Tenant and located in, upon, or about the Demised Premises shall remain the property of Tenant and shall be removable at any time, including upon the expiration of the Lease Term, provided Tenant shall not at such time be in default of any of the terms of this Lease (regardless of any applicable period of notice and cure), and provided further that Tenant shall promptly repair any damage to the Demised Premises caused by the removal of said trade fixtures, signs,orother personal property. Landlord shall have the benefit of any applicable lien on Tenant's trade fixtures, signs and other personal property located in,upon,or about the Demised Premises as may be permitted under the Laws of the state in which the Demised Premises is located, and Landlord may file one (1) or more UCC financing statements in connection with any such lien and renew the same when appropriate. IfTenant is in default at any time of any of the terms of this Lease (regardless of any applicable period of notice and cure), Tenant shall not remove or permit the removal of said property until the lien has been removed and all defaults have been cured. Any of Tenant's trade fixtures, signs and otherpersonal property not removed by Tenant upon the expiration or other termination of this Lease may be construed by Landlord as abandoned by Tenant, or Landlord may order Tenant to remove said items, or Landlord may have the same removed and/or stored at Tenant's expense. If Tenant shall not pay within thirty (30) days after being invoiced by Landlord therefor the costs of removing and storing any such property, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, Landlord may, at its option, sell, or permit to be sold, any or all such property at public or private sale, in such manner and at such times and places as Landlord, in its sole discretion, may deem proper, without notice to Tenant, unless notice is required under Laws, and shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorneys' fees actually incurred; second, to the payment of the costs or charges for removing and storing any such property; third, to the payment of any other sum of money which may then be or thereafter become due Landlord from Tenant under any of the terms hereof; and fourth, the balance, if any, to Tenant.

ARTICLE V
LEASE TERM

Section 5.01. Lease Term. The Lease Term shall commence on the Commencement Date and end on the Expiration Date unless extended orsooner terminated as provided herein.

Section 5.02. Return of Premises. Upon the expiration or other termination of this Lease, Tenant shall quit and surrender the Demised Premises to Landlord, in good order, broom clean and otherwise in accordance with this Section 5.02. All leasehold improvements, except as otherwise specified by Landlord, shall remain upon and be surrendered with the Demised Premises in good order upon the expiration or other termination of this Lease. Tenant shall, at its sole cost and expense, (a) remove all leasehold improvements to the Demised Premises specified by Landlord (regardless of whether Tenant caused such leasehold improvements to be made) and all personal property of Tenant,(b) repair all damages caused by such removal and (c) return the Demised Premises to the condition in which they were prior to the installation of the article so removed. Tenant shall also assign to Landlord any warranty obtained by Tenant in connection with Alterations that is still in effect upon the expiration or other termination of this Lease. In the event that Tenant does not provide an assignment of any such warranty, such warranty shall be deemed hereby to have been assigned to Landlord. Tenant hereby waives notice to vacate upon the expiration or other termination of this Lease, any Laws to the contrary notwithstanding. If the Demised Premises is not surrendered in accordance with the terms of this Lease, Tenant shall indemnify Landlord and its agents, employees, officers, directors, trustees, partners, and shareholders against any and allliabilities, judgments, demands, causes of action, claims, fines, penalties, losses, damages, costs and expenses (collectively, “Claims”), including, but not limited to, reasonable attorneys' fees and costs and liability to succeeding tenants,resulting from delay by Tenant in so surrendering the Demised Premises, which indemnification shall survive the expiration or other termination of this Lease. For the six (6) month period prior to the Expiration Date, as well as for the period following any notice of termination given by Landlord pursuant to Article XXI below, Landlord shall have the right to display on the exterior of the Demised Premises a"For Rent" sign, and during such period Landlord may show the Demised Premises and all parts thereof to prospective lessees during normal business hours.

Section 5.03. Holding Over. If Tenant shall hold possession of the Demised Premises after the expiration or other termination of this Lease, thenno tenancy or interest in the Demised Premises shall result therefrom, but such holding over shall be subject to immediate eviction and removal, and Tenant shall pay Landlord for each day of such holding over as liquidated damages a sum equal to (a) 200% of the monthly Minimum Rent payable immediately preceding such hold over (prorated on a day-for-day basis and without regard to any abatement of Minimum Rent that may be, or may have been, in effect preceding such holdover), plus (b) 105% of the monthly Additional Rent payable immediately preceding such hold over (prorated on a day-for-day basis and without regard to any abatement of Additional Rent that may be, or may have been, in effect preceding such holdover). Additionally, Landlord may exercise any other rights and remedies it has under this Lease, at law, or in equity, including, but not limited to, an action for wrongful holding over. Nothing contained in this Section 5.03 shall (i) imply or be deemed to grant to Tenant any right to remain in the Demised Premises after the expiration or other termination of this Lease without the execution of a new lease, (ii) imply any obligation on the part of Landlord to grant a new lease, or (iii) be construed to limit any right or remedy that Landlord may have against Tenant as a holdover tenant. Tenant's obligations under this Section 5.03 shall survive the expiration or other termination of this Lease.

ARTICLE VI
COMMENCEMENT AND DELIVERY

Section 6.01. Delivery of Possession. The “Commencement Date” shall be the date upon which possession of the Demised Premises istendered to Tenant with Landlord’s Work substantially complete. After Landlord tenders possession of the Demised Premises to Tenant with Landlord’s Work substantially complete, Landlord shall execute and deliver to Tenant a certificate stating the Commencement Date as well as the Expiration Date (the “Commencement Date Certificate”), which Tenant shall countersign and return to Landlord. Any failure by Tenant to countersign and return the Commencement Date Certificate to Landlord shall not affect the determination of the Commencement Date or the Expiration Date. Tenant agrees to take physical possession of the Demised Premises on the Commencement Date and to comply with allterms of this Lease applicable to Tenant during the Lease Term. Landlord shall have no liability to Tenant for the failure of Landlord to tender possessionwith Landlord’s Work substantially completeby any given date or for the complete failure of delivery of possession.

Section 6.02. Store Opening and Rent Commencement. Tenant shall be obligated to (a) complete Tenant’s Initial Alterations and open for business within ninety (90) days after the Commencement Date (the “Required Store Opening Date”) and (b) commence the payment of Minimum Rent, Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes due hereunder on the Rent Commencement Date.Tenant shall be obligated to commence the payment of any Additional Rent other than Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes upon the Commencement Date, or any such earlier date that Tenant accesses the Demised Premises. After the Rent Commencement Date has occurred, Landlord shall execute and deliver to Tenant a certificate stating the Rent Commencement Date as well as the Expiration Date, which Tenant shall countersign and return to Landlord. Any failure by Tenant to countersign and return such certificate to Landlord shall not affect the determination of the Rent Commencement Date or the Expiration Date. Because of the difficulty or impossibility of determining Landlord's damages resulting from Tenant's failure to complete Tenant’s Initial Alterations and open for business on the Required Store Opening Date (including, but not limited to, damages from loss of percentage rent from other tenants and diminished salability, leasability, mortgageability, or economic value of the Shopping Center), if, subject to any delays caused by Landlord or Landlord's agents, employees, or contractors, Tenant fails to complete Tenant’s Initial Alterations and open for business on or before the Required Store Opening Date, Landlord may, without notice or demand, collect Rent for each day that Tenant has failed to open for business (including the Required Store Opening Date) in an amount equal to one hundred twenty five percent (125%) of the Minimum Rent then otherwise payable by Tenant hereunder, with such increased Minimum Rent representing the damages which the parties agree Landlord will suffer by Tenant's non-compliance. Such increased Minimum Rent payment shall be in addition to all payments of Additional Rent required under this Lease.

Section 6.03. Early Access to Demised Premises. Upon reasonable prior notice to Landlord, and subject to the rights of any existing tenant of the Demised Premises, Landlord shall permit Tenant to have access to the Demised Premises prior to the Commencement Date in order to take measurements. Landlord may also permit Tenant to have access to the Demised Premises prior to the Commencement Date in order for Tenant to install (at Tenant’s sole cost and expense) any fire panel telephone lines that may be required by applicable municipal authorities in connection with Tenant’s occupancy of the Demised Premises. Alternatively, Landlord may elect to install any such fire panel telephone lines on Tenant’s behalf, in which case Tenant shall within ten (10) days after Landlord’s demand therefor (a) reimburse Landlord for the actual reasonable cost of such installation and (b) cause the billing responsibility for such telephone lines to be transferred into Tenant’s name. During the course of any access by Tenant to the Demised Premises prior to the Commencement Date, Tenant shall not interfere with Landlord or any existing tenant and all of the terms of this Lease shall apply (other than with respect to the payment of Minimum Rent, Common Area Maintenance Charges, Real Estate Taxes and utilities).

Section 6.04. Mortgagee's Approval. If any mortgagee of the Shopping Center requires any modification of the terms of this Lease as a condition to such financing as Landlord may desire, then Landlord shall have the right to cancel this Lease if Tenant fails or refuses to approve and execute such modification(s) within thirty (30) days after Landlord's request therefor, provided said request is made at least thirty (30) days prior to tendering of possession. Upon such cancellation by Landlord, this Lease shall be null and void and neither party shall have any liability either for damages or otherwise to the other by reason of such cancellation. In no event, however, shall Tenant be required to agree, and Landlord shall not have any right of cancellation for Tenant's refusal to agree, to any modification of the terms of this Lease relating to: the amount of Rent reserved herein; the size and/or location of the Demised Premises; the duration and/or the Commencement Date of the Lease Term; or reducing the improvements to be made by Landlord (if any) to the Demised Premises prior to delivery of possession.

ARTICLE VII
USE AND OPERATION

Section 7.01. Permitted Use. The Demised Premises shall be used and occupied only for the Permitted Use set forth in Section 1.01 and for no other use or purpose whatsoever. It is agreed and understood that Tenant’s strict compliance with the terms of this Section 7.01 is a material elementinducing Landlordto enterinto this Lease.

Section 7.02. Trade Name. Tenant shall operate its business from the Demised Premises under Tenant’s Trade Name set forth in Section 1.01 and shall not change Tenant’s Trade Namewithout the consent of Landlord, except where Tenant’s Trade Namemay be changed by merger, consolidation or court order. Tenant hereby warrants that it has the full and unfettered right to use Tenant’s Trade Name for the entire Lease Term and that such use will not in any way infringe on the rights of others.

Section 7.03. Operation. From and after the Required Store Opening Date and for and during the remaining Lease Term, Tenant shall continuously use, occupy and operate the whole of the Demised Premises, with an adequate staff and stock of merchandise, for not less than the hours of Monday thru Sunday from 11:00a.m. to 9:00 p.m., or such other standard operating hours as Landlord may establish, in its reasonable discretion, excepting reasonable closings caused by permitted Alterations and holidays. In no event, however, shall any closings caused by permitted Alterations exceed thirty (30) days. The parties agree that Landlord has relied upon Tenant's occupancy and operation in accordance with the foregoing terms. Because of the difficulty or impossibility of determining Landlord's damages that would result from Tenant's violation of such terms (including, but not limited to, damages from loss of percentage rent from other tenants and diminished salability, leasability, mortgageability, or economic value of the Shopping Center), for any day that Tenant does not fully comply with the terms of this Section 7.03, Minimum Rent shall be increased by twenty-five percent (25%), with such increased sum representing the damages which the parties agree Landlord will suffer by Tenant's noncompliance. It is agreed and understood that Tenant’s strict compliance with the terms of this Section 7.03 is a material element of the consideration inducing Landlord to enter into this Lease.

Section 7.04. Rules and Regulations. Tenant agrees that Landlord has the right, at any time, to impose reasonable rules and regulations governing the conduct desirable to (a) protect the general welfare and safety of the people, property and businesses within the Shopping Center and (b) promote environmental sustainability within the Shopping Center. Landlord agrees that insofar as applicable said rules and regulations will not be enforced against Tenant in a discriminatory fashion. Tenant agrees to comply with and perform any and all such reasonable rules and regulations as the same may be amended or supplemented from time to time by Landlord.

Section 7.05. Tenant Covenants. Tenant shall throughout the Lease Term (i) keep the Demised Premises and any platform or loading dock used by Tenant in a neat, clean, safe and sanitary condition free from waste, offensive odors, vermin, rodents, bugs and other pests; (ii) not allow the Demised Premises, or any part thereof, to be used by anyone else or for any other business or purpose than that specifically defined and permitted by this Lease; (iii) not permit the Demised Premises to be used in any way which will injure the reputation of, be a nuisance, annoyance, or do damage to the other tenants of the Shopping Center or Landlord; (iv) conduct its business in a reputable manner and in keeping with good practices as established in the trade; (v) keep all queues and crowds outside the Demised Premises orderly and under control and follow Landlord’s other reasonable directions with respect thereto; (vi) deliver, load and unload merchandise at such times and through such entrances designated by Landlord for such purposes; (vii) not obstruct driveways, walkways, roadways, exits and entrances in, to, from and thru the Common Areas; (viii) keep the Common Areas of the Shopping Center (including, but not limited to, the parking areas) free from shopping carts provided by Tenant for use by its customers; (ix) keep the Demised Premises, the area behind the store around the loading docks or back door, and the sidewalks adjoining the Demised Premises free and clear of all rubbish, garbage, or trash; (x) pay, before delinquent, any and all taxes, assessments and public charges imposed upon Tenant's business and fixtures, and pay when due all fees of a similar nature; (xi) observe all restrictive covenants of record which are applicable to the Demised Premises, provided the same do not prohibit Tenant's Permitted Use of the Demised Premises; (xii) not use the parking areas or sidewalks or any other space outside the Demised Premises for advertising, marketing, solicitation, display, sale, storage, or any other activity unless otherwise expressly authorized by the terms of this Lease; (xiii) park and cause invitees and licensees to park their vehicles only in those parking areas designated by Landlord; (xiv) not use any advertising medium or sound devices inside the Demised Premises which may be heard outside the Demised Premises, or permit any objectionable odors to emanate from the Demised Premises; (xv) keep the Demised Premises sufficiently heated to prevent freezing of water in pipes and fixtures in and about the Demised Premises and keep the electricity service to the Demised Premises in place at all times; (xvi) not conduct any auction, going out of business sale, moving sale, liquidation sale, distress sale, fire sale, bankruptcy sale, or similar sale (whether real or fictitious); (xvii) not use or permit the use of any part of the Demised Premises for the operation of amusement, electronic or video machines, games, or devices; (xviii)not allow the sale or offering of any lottery or raffle tickets, or permit any form of games of chance or gambling;(xix) not erect any antenna, air conditioning, or ventilation equipment on the roof or outside of the Demised Premises other than in compliance with the terms of this Lease; (xx) not interfere with the communications configurations, communication frequencies, or types of communication equipment existing at the Shopping Center as of the Commencement Date, and not cause any electromagnetic field interference; (xxi) not place any unprofessional signs on the windows of the Demised Premises; (xxii) keep the Demised Premises and signs and external lights thereon properly illuminated daily from one-half hour prior to sunset until the closing of normal business hours of the Shopping Center (or for such longer hours as Tenant may be operating its business or as may be established by the rules and regulations of Landlord for the Shopping Center), and promptly repair and/or replace any signs or lights which cease to illuminate; (xxiii) not install paper towel dispensers in any restrooms (or otherwise provide paper towels for use in any restrooms); (xxiv) notuse the Demised Premises in a manner which will create hazardous conditions; (xxv) not allow any pets or other animals in the Demised Premises (other than to the extent required by Laws); (xxvi) not allow any smoking in the Demised Premises or the Common Areas by Tenant’s principals, employees, agents or invitees; (xxvii) not allow any sleeping and/or overnight occupancy in the Demised Premises; (xxviii) not display or sell any goods containing portrayals which are lewd, graphically violent, or pornographic; and (xxix) not offer any goods or services which Landlord, in its reasonable discretion, determines to be inconsistent with the image of a first-class, family-oriented retail shopping center.With respect to any failure by Tenant to comply with clause (v) above, Landlord may require Tenant to hire security personnel and/or install crowd control devices in areas designated by Landlord, all at Tenant’s sole cost and expense. If Tenant fails to comply with any of the terms of this Section 7.05, including, but not limited to, the terms of the preceding sentence, following reasonable notice to Tenant (except in the case of an emergency, in which case no notice shall be required), Landlord shall have the right to take such actions as Tenant is obligated to take but has failed to take. The costs and expenses of such actions taken by Landlord shall be chargeable to Tenant, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, and shall be due within ten (10) days after billing. It is understood and agreed that nothing in this Section 7.05 shall be construed to permit the use or occupation of the Demised Premises for any use(s) other than the Permitted Use.

Section 7.06. Trash. Tenant shall be solely responsible for trash and garbage removal from the Demised Premises, including, but not limited to,(a) the placing of all trash and garbage in containers that Tenant shall provide for such purpose, and (b) complying with any recycling requirements imposed by Laws and/or by Landlord. Landlord shall designate a location in which Tenant shall provide, at Tenant’s expense, an adequately screened trash dumpster or compactor. Landlord may elect to furnish trash and garbage removal service to tenants of the Shopping Center. If Landlord so elects, Tenant shall use the service provided by Landlord and pay for such service monthly, either (i) as Additional Rent, in accordance with a uniform exhibit of charges to be established by Landlord, or (ii), directly to Landlord’s designated trash hauler. In no event, however, shall Tenant be obligated to pay Landlord or the designated hauler more for trash and garbage removal than the prevailing competitive rates for such service in the vicinity of the Shopping Center.

Section 7.07. Sound and Vibration. Tenant shall not conduct its business or operate any equipment in a manner to cause sound, vibration or any other nuisance that may be transmitted to the structure or other portions of the Shopping Center, to such a degree as to (a) be reasonably objectionable to Landlord or (b) interfere with the use or enjoyment by other occupants of any other premises in the Shopping Center (and/or the invitees or employees of such other occupants). In the event Landlord determines that sound, vibration or any other nuisance is occurring in violation of the foregoing, or in the event Landlord receives complaints regarding sound, vibration or any other nuisance from other occupants of the Shopping Center, it shall be Tenant’s responsibility, at its sole cost and expense, to, without limitation of any other requirements in this Lease, take such steps as may be necessary to remedy such violation, including but not limited to, the installation of sound attenuation materials and/or systems in the Demised Premises as may be reasonably required by Landlord and the installation of vibration isolation materials and/or systems in the Demised Premises as may be reasonably required by Landlord. Any such installation shall be in compliance with the requirements that are the most stringent of (i) the applicable terms and conditions of this Lease, (ii) applicable Laws, or (iii) the applicable manufacturer’s specifications. Tenant shall defend, indemnify and hold Landlord harmless from and against any Claims arising out of or in connection with sound, vibration or any other nuisance emanating from the Demised Premises.

Section 7.08. Employee Parking. Landlord may designate an area in the parking area for the parking of employees' cars. In such case, employees of Tenant shall be permitted to park their cars only in the area designated for employee parking. In the event that any employee of Tenant parks a car in any area other than the area designated for employee parking, Landlord may tow the car away, at Tenant’s sole cost and expense.

ARTICLE VIII
MINIMUM RENT

Section 8.01. Minimum Rent. From and after the Rent Commencement Date, and for and during the remaining Lease Term, Tenant shall pay to Landlord, in equal monthly installments, in advance, on the first day of each and every calendar month, in lawful money of the United States, without deduction or set-off and without notice or demand, at the Remittance Address set forth in Section 1.01 or such other place as Landlord may, from time to time, designate, the Minimum Rent provided for in Section 1.01. If the Rent Commencement Date occurs on a day other than the first day of a calendar month, the Minimum Rent due for such partial month shall be prorated on a per diem basis and shall be payable on the Rent Commencement Date. Similarly, if the Lease Term ends on a day other than the last day of a calendar month for any reason other than a Default (as defined in Section 21.01 below) by Tenant, the Minimum Rent due for such partial month shall be prorated on a per diem basis. Tenant agrees that Landlord is not obligated to render any bills for Minimum Rent and that Landlord’s failure to render a Minimum Rent bill for any month shall not affect Tenant’s obligation to pay Minimum Rent in advance on the first day of such month. Landlord’s acceptance of any Minimum Rent or other Rent payment made by any person or entity other than Tenant shall not be deemed to give such other person or entity any rights under the Lease and/or to the Demised Premises. Any such acceptance by Landlord is merely a convenience to Tenant. Additionally, at any time that Landlord requires payments by Tenant under this Lease to be made to a bank “lockbox” account, the deposit of a payment into such an account, whether before or after the expiration or earlier termination of the Lease, shall not be deemed (i) to extend the Lease Term beyond the date of expiration or sooner termination of this Lease or (ii) a waiver of any of Landlord’s rights or remedies under the Lease, at law or in equity.

Section 8.02. Late Charge. In the event Tenant fails to pay any Minimum Rent or Additional Rentwithin five (5) days of the due date, Tenant shall be subject to the late charge provided in Sub-section 1.01(o) as of six (6) days after the due date. The parties hereby agree that such late charge represents a fair and reasonable estimate of the cost that Landlord will incur by reason of Tenant's late payment. Landlord's acceptance of such late charge shall not constitute a waiver of a Default by Tenant with respect to such overdue amount or preclude Landlord from exercising any of the other rights and remedies available to Landlord hereunder, at law, or in equity.

Section 8.03. Dishonored Checks. If any check given to Landlord by Tenant shall not be honored by the bank upon which it is drawn, Landlord, at its option, may require that all payments by Tenant to Landlord over the succeeding twelve (12) months be made by certified check or wire transfer. Tenant shall also be responsible for all costs and fees incurred by Landlord in connection with a dishonored check. Landlord’s exercise of the remedies available to it under this Section 8.03 shall not preclude Landlord from exercising any of the other rights and remedies available to Landlord under this Lease, at law, or in equity (including, but not limited to, the late charge provided for in Section 8.02 above).

ARTICLE IX
SALES AND REPORTING REQUIREMENTS

Section 9.01. Gross Sales. The term "Gross Sales" where used herein shall mean the total amount of all sales of goods, wares and merchandise (including food and beverages) and/or services and all other receipts of all business conducted in, on or from any part of the Demised Premises, whether the same be for cash, barter, credit, check, charge account, gift and merchandise certificates purchased, or other disposition of value, regardless of collection in the event of sale upon credit or charge account, and whether made by Tenant, or the sub-tenants, concessionaires, licensees, or assignees of Tenant. The value of each sale shall be the actual total sales price charged the customer, and shall be reported in full in the month that the transaction occurs irrespective of when, or if, payment is received. Gross Sales shall include, without limitation, orders or sales which originate in, at, or from the Demised Premises, whether delivery or performance is made from the Demised Premises or from another place, and orders and sales of goods and services delivered and performed from the Demised Premises as a result of orders taken elsewhere; all catalog sales at or from the Demised Premises; gross proceeds from the sale of stamps or tickets to theater, concert or sporting events; orders or sales made by internet, e-mail, fax, mail, telephone, or otherwise (including, but not limited to, other technology-based systems whether now existing or hereafter developed), which are received, placed, or filled at or from the Demised Premises; all sales and revenue accruing by means of mechanical, self-operated, or automatic vending devices on the Demised Premises,including, but not limited to, pay telephones, stamp machines, video games and other amusement games; and all deposits not refunded to purchasers. Gross Sales shall not include (a) the amount of any sales, use, or gross receipts tax, or excise tax, imposed by any governmental authority directly on sales and collected from customers, provided the amount of said tax is separately recorded; (b) the exchange of merchandise between stores of Tenant, when such exchange is made solely for the operation of Tenant's business and not for the purpose of consummating a sale which has been made at, in, or from the Demised Premises and/or for the purpose of depriving Landlord of the benefit of such sale which otherwise would have been made at, in, or from the Demised Premises; (c) merchandise returned for credit to shippers, jobbers, wholesalers, or manufacturers; (d) proceeds from the sale of trade fixtures and sums or credits received in settlement of claims for loss or damage to merchandise; or (e) revenue from vending machines for employee use only. There shall be deducted from Gross Sales the amount of any cash or credit refund given upon any sale in, on, or from the Demised Premises previously included in Gross Sales, not to exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by Tenant. There shall be no deduction or exclusion from Gross Sales except as specifically permitted hereunder. All monies or other things of value accepted or received by or on behalf of Tenant not herein specifically excluded from Gross Sales shall be deemed to be included herein. It is understood and agreed that nothing in this Section 9.01 shall be construed to permit the use or occupation of the Demised Premises for any use(s) other than the Permitted Use.

Section 9.02. Reporting. Tenant shall furnish to Landlord, within thirty (30) days following the end of each calendar quarter of the Lease Term, commencing at the end of the first calendar quarter after the Rent Commencement Date, a complete statement, certified by Tenant, showing in all reasonable detail the amount of Gross Sales made in, on, or from the Demised Premises during the applicable calendar year or partial calendar year. Additionally, at any other time during the Lease Term, Tenant shall furnish such a statement to Landlord within fifteen (15) days after Landlord’s request therefor, if made in connection with a sale, mortgage, or refinance of Landlord’s interest in the Shopping Center or any part thereof. All such statements shall be kept in confidence by Landlord except in connection with a sale, mortgage, or administrative or judicial proceeding.

ARTICLE X
COMMON AREA MAINTENANCE

Section 10.01. Use of Common Areas. During the Lease Term, Tenant, its agents, employees and invitees shall have the non-exclusive right to use, in common with all others so entitled, the Common Areasfor pedestrian and vehicular traffic, subject to the exclusive control and management thereof at all times by Landlord, and further subject to the rights of Landlord set forth in Section 10.02 below. Tenant shall not use or authorize the use of the Common Areas for any other purpose than herein designated.

Section 10.02. Management of Common Areas. Landlord shall operate and maintain, or shall cause to be operated and maintained, the Common Areas in a manner deemed by Landlord to be reasonable and appropriate. Landlord shall have the right to (a) establish, modify and enforce reasonable rules and regulations with respect to the Common Areas; (b) enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of the Common Areas; (c) make changes, additions, deletions, alterations, or improvements in and to such Common Areas provided that reasonable access to the Demised Premises and to the parking facilitiesis not materially and permanently impaired; (d) close all or any portion of said Common Areas to such extent as may, in the opinion of Landlord, be necessary to prevent a dedication thereof or the accrual of any right to any person or to the public therein; (e) close temporarily any portion of the Common Areas for repairs or refurbishing; and (f) do such other acts in and to said Common Areas as Landlord shall deem reasonable and advisable.

Section 10.03. Tenant’s Proportionate Share of Common Area Maintenance Charges. From and after the Rent Commencement Date, and for and during the remaining Lease Term, Tenant shall pay its proportionate share of Common Area Maintenance Charges. Tenant’s proportionate share shall be determined by dividing the Gross Leasable Area of the Demised Premises by the then-occupied Gross Leasable Area of the Shopping Center. The resulting percentage shall be Tenant’s proportionate share of the Common Area Maintenance Charges. Notwithstanding anything in this Lease to the contrary, (a) Landlord may reallocate Tenant’s proportionate share with respect to specific items of Common Area Maintenance Charges on the basis of the Gross Leasable Area solely of such portion of the Shopping Center as Landlord may equitably choose, and (b) the Gross Leasable Area of tenants or occupants of freestanding premises who or which are obligated to maintain specific parcels of land shall not be included in the computation of Tenant’s proportionate share of Common Area Maintenance Charges.

Section 10.04. Definition of Common Area Maintenance Charges. The term “Common Area Maintenance Charges” shall mean (a) all costs, fees, charges and expenses of every kind and nature incurred by Landlord in repairing, replacing, improving, expanding, operating, policing, protecting, lighting, equipping, managing and maintaining the Common Areas and all improvements thereon, including, but not limited to, all costs, fees, charges and expenses relating to the following: snow and ice mitigation and removal; rubbish removal; sweeping and janitorial services; management services (including outside and/or in-house management costs, fees, charges and expenses); electricity, water and sewer; painting; cleaning; maintenance, repair and replacement of parking areas, charging stations, internal roadways, sidewalks, curbs, and on site and off site traffic control equipment and Shopping Center signs; maintenance, repair and replacement of the roof or roofs; maintenance, repair and replacement of sprinkler systems, painting of buildings, planting and landscaping areas, directional signs, bumpers and other markers; installation, maintenance, repair and replacement of any security system, fire protection systems, lighting and utility systems, storm drainage systems, HVAC systems and any other installations; personnel to implement such services, including security guards, their equipment and uniforms; wifi service; energy efficiency; personal property taxes; operating, maintaining, repairing and replacing machinery and equipment and any depreciation therein or rentals thereof; and the cost of financing any of the foregoing; (b) all premiums and placement costs (and deductibles, to the extent incurred) for all insurance carried on or with respect to the Shopping Center by Landlord (including, but not limited to, liability insurance for personal injury, death and property damage, fire and extended coverage, all risk, sprinkler, malicious mischief, vandalism, flood, earthquake, boiler and rent insurance and umbrella coverage); provided, however, that the Gross Leasable Area of tenants or occupants of premises who are obligated to maintain specific parcels of land shall not be included in the computation of Tenant’s proportionate share; and (c) a reasonable allowance for supervisory and overhead charges in an amount equal to the CAM Administration Fee set forth in Sub-Section 1.01(j) above as applied to the total foregoing outside and in-house costs, fees, charges and expenses. Landlord may cause any or all of said services to be provided by an independent contractor or contractors. Additionally, Landlord may elect (in its sole discretion) from time to time to bill Tenant separately for Tenant’s proportionate share of actual snow and ice mitigation and removal charges. Any such charges that are billed separately by Landlord and paid by Tenant shall be excluded from the CAM Annual Statement (as defined in Section 10.05 below). Notwithstanding anything in this Lease to the contrary, capital expenditures relating to the Common Areas (together with reasonable finance charges) shall be amortized for purposes of this Lease over the relevant period of depreciation established by generally accepted accounting principles (“GAAP”) or by any other industry-standard financial reporting principles that may replace GAAP. Tenant shall be responsible for Tenant’s proportionate share of such permitted amortization of capital expenditures during the Lease Term, including any remaining amortization of permitted capital expenditures made prior to the Commencement Date.

Section 10.05. Payment by Tenant. From and after the Rent Commencement Date Tenant’s proportionate share of Common Area Maintenance Charges shall be paid by Tenant to Landlord, as Additional Rent, in equal monthly installments on the first day of each month during the Lease Term, in an amount equal to one-twelfth (1/12) of Tenant’s proportionate share of said Common Area Maintenance Charges as estimated by Landlord for the calendar year. If the Rent Commencement Date occurs on a day other than the first day of a calendar monthTenant’s proportionate share of Common Area Maintenance Charges due for such partial month shall be prorated on a per diem basis and shall be payable on the Rent Commencement Date. The amount due for all partial calendar years during the Lease Term shall be prorated on a per diem basis. Landlord estimates that Tenant’s proportionate share of Common Area Maintenance Charges for the first calendar year or portion thereof included within the Lease Term shall be as set forth in Section 1.01, subject to revision and adjustment in accordance with this Article X. Following the end of each calendar year, Landlord shall furnish Tenant with a statement in reasonable detail of the actual Common Area Maintenance Charges and the amount of Tenant’s proportionate share thereof for the preceding calendar year, together with a revised estimate of Tenant’s proportionate share of Common Area Maintenance Charges for the current calendar year (the “CAM Annual Statement”). Any deficiency due Landlord for the preceding calendar year shall be paid by Tenant to Landlord within fifteen (15) days after the date of such statement and any surplus paid by Tenant shall be credited against Minimum Rent or Additional Rent due or to become due, or refunded if at the end of the Lease Term; provided, however, that if at such time Tenant is in default of any of the terms of this Lease (regardless of any applicable period of notice and cure), Landlord shall have the right to apply such surplus as necessary to cure, or partially cure, such default. Tenant’s obligation to pay any deficiency shall survive the expiration or other termination of this Lease.

Section 10.06. Audit. If (a) Tenant has paid all amounts invoiced for its proportionate share of Common Area Maintenance Charges for the period covered by a given CAM Annual Statement, and (b) Common Area Maintenance Charges for the period covered by a given CAM Annual Statement are more than five percent (5%) greater than for the prior period of the same length, then Tenant may audit the books and records of Landlord, at Landlord's place of business, pertaining to Common Area Maintenance Charges for the twelve (12) month period covered by such CAM Annual Statement, and if such audit reveals any discrepancies, contest such CAM Annual Statement. Tenant shall only have the right to conduct and complete such audit within ninety (90) days following receipt of such CAM Annual Statement. Such audit shall be upon reasonable prior notice to Landlordaccompanied by payment of an audit fee of $500.00 (the “CAM Audit Fee”),and in the event Tenant wishes to contest such CAM Annual Statement as a result of such audit, Tenant must do so in good faith and within thirty (30) days following the conclusion of such audit. The CAM Audit Fee shall be reimbursable to Tenant in the event that any contest relating to such audit determines the existence of a discrepancy of more than $500.00 in Tenant’s favor. At the conclusion of any contest relating to an audit, any deficiency due Landlord shall be paid by Tenant within fifteen (15) days after the date of such statement and any surplus paid by Tenant shall be credited against Minimum Rent or Additional Rent due or to become due, or refunded to Tenant if at the end of the Lease Term; provided, however, that if at such time Tenant is in default of any of the terms of this Lease (regardless of any applicable period of notice and cure), Landlord shall have the right to apply such surplus as necessary to cure, or partially cure, such default. Should Landlord disagree with the results of Tenant’s audit, Landlord and Tenant shall refer the matter to an independent certified public accountant designated by Landlord (the “CPA”), who shall work with Landlord and Tenant to resolve the discrepancy. The fees and costs of the CPA shall be shared equally by Landlord and Tenant, and the decision of the CPA shall be final and binding upon each of Landlord and Tenant. Except as otherwise set forth in this Section 10.06, each party shall be responsible for its own audit-related fees and costs. In no event shall Tenant have the right to conduct or complete an audit of Landlord’s books and records for the period covered by anygiven CAM Annual Statement more than ninety (90) days after receipt of such CAM Annual Statement, nor shall Tenant have the right to contest any CAM Annual Statement more than one hundred twenty (120) days after the receipt of such statement. For any such contest to be valid, the charge being contested must be specifically stated and must be accompanied by documentation reasonably necessary to support Tenant’s position. The results of any audit shall be kept strictly confidential by Tenant, except to the extent that disclosure is required by Laws or any governmental authority having jurisdiction. Notwithstanding anything in this Lease to the contrary, Tenant shall not have the right to have any audit conducted by any entity whose compensation or other payment from Tenant with respect to such audit shall be partly or entirely based on the outcome of such audit.

ARTICLE XI
REAL ESTATE TAXES

Section 11.01. Tenant’s ProportionateShare of Real Estate Taxes. From and after the Rent Commencement Date, and for and during the remaining Lease Term, Tenant shall pay its proportionate share of Real Estate Taxes (as hereinafter defined) imposed against the Shopping Center or any portion or component thereof. If the Demised Premises is not separately assessed, Tenant’s proportionate share shall be determined by dividing the Gross Leasable Area of the Demised Premises by the then-occupied Gross Leasable Area of the Shopping Centerand then multiplying the resulting quotient by the total Real Estate Taxes. The Gross Leasable Area of tenants or occupants of the Shopping Center that are separately assessed shall not be included in the computation of Tenant’s proportionate shareof Real Estate Taxes.

Section 11.02. Definition of Real Estate Taxes. The term "Real Estate Taxes" shall mean and include any and all governmental charges, licenses, levies, fees, taxes, or assessments, of every kind and nature whatsoever, which during the Lease Term are levied, assessed, become due and payable and are imposed against the Shopping Center or any portion or component thereof, or against Landlord by reason of its ownership and operation of the Shopping Center and its receipt of rents therefrom, extraordinary as well as ordinary, foreseen and unforeseen, including, but not limited to: ad valorem taxes; school taxes; margin taxes; payments in lieu of taxes under any arrangement with any governmental authority; water and sewer rents; all other governmental exactions arising in connection with the use, occupancy, or possession of the Shopping Center or any part thereof; costs and expenses incurred by Landlord, including, but not limited to, reasonable attorney fees, in connection with contesting the validity of, seeking a reduction in, or seeking to prevent an increase in any taxes (regardless of the outcome); and any new, substituted, modified, or additional tax which is now or hereafter levied, assessed, imposed, or charged in lieu of, as a substitute for, modification of, or addition to, such taxes; provided, however, that Real Estate Taxes shall not be deemed to include any inheritance, succession, transfer, gift, franchise, corporation, capital levy, general income, or profit tax.

Section 11.03. Payment by Tenant. From and after the Rent Commencement Date Tenant’s proportionate share of Real Estate Taxes shall be paid by Tenant to Landlord, as Additional Rent, in equal monthly installments on the first day of each month during the Lease Term, in an amount equal to one-twelfth (1/12) of Tenant’s proportionate share of said Real Estate Taxes as estimated by Landlord for the calendar year. If the Rent Commencement Date occurs on a day other than the first day of a calendar month,Tenant’s proportionate share of Real Estate Taxes due for such partial month shall be prorated on a per diem basis and shall be payable on the Rent Commencement Date. The amount due for all partial calendar years during the Lease Term shall be prorated on a per diem basis. Landlord estimates that Tenant’s proportionate share of Real Estate Taxes for the first calendar year or portion thereof included within the Lease Term shall be as set forth in Section 1.01, subject to revision and adjustment in accordance with this Article XI. Following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual amount of Real Estate Taxes and Tenant’s proportionate share thereof for the preceding calendar year, together with a copy of the real estate tax bill upon which such statement is based and a revised estimate of Tenant’s proportionate share of Real Estate Taxes for the current calendar year. Any deficiency due Landlord for the preceding calendar year shall be paid by Tenant to Landlord within fifteen (15) days after the date of such statement and any surplus paid by Tenant shall be credited against Minimum Rent or Additional Rent due or to become due, or refunded if at the end of the Lease Term; provided, however, that if at such time Tenant is in default of any of the terms of this Lease (regardless of any applicable period of notice and cure), Landlord shall have the right to apply such surplus as necessary to cure, or partially cure, such default. Tenant’s obligation to pay any deficiency shall survive the expiration or other termination of this Lease. If the Demised Premises is separately assessed, Tenant shall pay all the Real Estate Taxes due directly to the taxing authority and shall provide Landlord with evidence of such payment at least ten (10) days prior to the delinquency date.

Section 11.04. Additional Taxes. Tenant shall pay, prior to delinquency, and without apportionment, all governmental charges, licenses, levies, fees, taxes, or assessments payable with respect to (a) Tenant’s interest in this Lease or against machinery, equipment, inventory, or other personal property or assets of any kind owned or placed in, upon, or about the Demised Premises or the Shopping Center by Tenant, and (b) Rent payments, and Tenant shall provide promptly, upon request of Landlord, proof of such payment(s).

ARTICLE XII
MARKETING AND ADVERTISING

Section 12.01. Merchant’s Association. Tenant agrees that if a majority of tenants in the Shopping Center form a “Merchant’sAssociation”, Tenant shall become a member of, participate fully in, and remain in good standing in such Merchant’s Association or in any successor of such Merchant’s Association and will abide by the regulations of any such Merchant’s Association. It is specifically understood and agreed that any such Merchant’s Association will be independent from Landlord and that Landlord shall have no responsibility or liability to such Merchant’s Association nor any duty to participate therein.

Section 12.02. Tenant Cooperative Advertising. Periodically, Tenant may be required to participate in group advertising that Landlord may arrange in order to provide the tenants in the Shopping Center the opportunity to advertise their businesses as part of a joint campaign and thereby receive the benefit of the decreased expense and greater exposure associated with group advertising. In the event Landlord does arrange such group advertising, Tenant shallpay its proportionate share of the reasonable cost of the same (plus an allowance for supervisory and overhead charges in an amount equal to fifteen percent (15%) of such cost), but in no event shall Tenant’s payment pursuant to this Section 12.02 be more than $0.25 per square foot of Gross Leasable Area of the Demised Premises on an annual basis. Tenant’s proportionate share shall be determined by dividing the Gross Leasable Area of the Demised Premises by the then-occupied Gross Leasable Area of the Shopping Center and then multiplying the resulting quotient by the total cost of the group advertising.

Section 12.03. Grand Re-Opening. In the event that there has been a substantial rehabilitation, remodeling or reconstruction of the Shopping Center and Landlord determines that a grand re-opening promotion would be beneficial to tenants, Tenant shall pay its proportionate(as determined pursuant to Section 12.02 above)share of the reasonable marketing charges associated with the promotion of any such re-opening (plus an allowance for supervisory and overhead charges in an amount equal to fifteen percent (15%) of such marketing charges). Tenant’s proportionate share shall be determined as set forth in Section 12.02 above.

ARTICLE XIII
UTILITY SERVICES

Section 13.01. Utility Lines. Landlord shall provide, at points in or available to the Demised Premises, access to the facilities necessary to enable Tenant to obtain for the Demised Premises water, fuel (if applicable), electricity, telephone and sewer or septic service. Tenant, at its sole cost and expense, shall furnish, install and extend all necessary facilities within the Demised Premises to provide utility services needed for its own use, and shall arrange for telephone service for its Demised Premises with the appropriate company supplying the same in the area in which the Shopping Center is located. Tenant shall not install any equipment that may exceed the capacity of any utility facilities, and if any equipment installed by Tenant requires additional utility facilities, the same shall be installed at Tenant's expense and in compliance with (a) all Laws and (b) plans and specifications approved in writing by Landlord. Landlord may elect to provide, at Tenant’s sole cost and expense,(i) meters or other devices for the measurement of utilities supplied to the Demised Premises, and/or (ii) re-registering meters for the measurement of water discharged from the Demised Premises. Landlord has advised Tenant that presently ____________________ (the “Electric Service Provider”) is the utility company selected by Landlord to provide electricity service for the Shopping Center. Notwithstanding the foregoing, if permitted by Laws, Landlord shall have the right at any time and from time to time during the Lease Term to contract for service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an "Alternate Service Provider"), to continue to contract for service from the Electric Service Provider, or to provide for such service itself or through its subsidiary or affiliate. Tenant shall cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, Electric Service Provider, and any Alternate Service Provider reasonable access to the Shopping Center's electric lines, feeders, risers, wiring, and any other machinery within the Demised Premises. Tenant shall also (i) use reasonable diligence in conservation of utilities (which diligence shall include keeping doors and windows properly sealed), (ii) comply with any energy-saving initiatives instituted by Landlord and (iii) provide Landlord with complete records of Tenant’s energy usage within ten (10) business days following Landlord’s request therefor. In no event shall Landlord be liable for damages or otherwise for the quality, quantity, failure, or interruption of such services to the Demised Premises nor shall any such interruption or termination be deemed an eviction of Tenant or relieve Tenant of the performance of any of its obligations hereunder.

Section 13.02. Utility Costs. Within five (5) days after the Commencement Date, Tenant shall submit any applications and other information and/or documentation required for Tenant to establish an account with the applicable utility provider(s) for water, fuel, heat, electricity, sewer, septic, telephone and any other utilities used upon, furnished to, or discharged from the Demised Premises. From and after the Commencement Date, and for and during the Lease Term, Tenant shall be solely responsible for and shall promptly pay all charges for all of the foregoing utilities, together with all levies, taxes, tap-in fees and surcharges thereon. If Tenant does not directly pay such bills to the applicable utility providers, or if Tenant fails to keep the Demised Premises sufficiently heated to prevent freezing of water in pipes and fixtures in and about the Demised Premises or to keep the electricity service to the Demised Premises in place at all times, Landlord may make any necessary utility payment(s) on Tenant’s behalf and the amount of such payment(s) shall be added to Additional Rent. Landlord may also elect to directly collect from Tenant any and all charges for such utilities.

ARTICLE XIV
SIGNAGE

Section 14.01. Exterior Signs. No later than the Required Store Opening Date, Tenant, at its sole cost and expense, shall be obligated to install a sign on the building façade at the front of the Demised Premises and, if requested by Landlord, an undercanopy sign, advertising Tenant’s Trade Name. Tenant shall only erect or install signage that (a) is in accordance with Landlord's sign criteria as set forth on Exhibit “___”attached hereto (as the same may be amended by Landlord from time to time), (b) has been approved, in writing, by Landlord and (c) is in compliance with the requirements of all governmental authorities. At Tenant’s sole cost and expense, Tenant shall obtain all necessary permits and licenses for its signage, and Tenant shall maintain, repair and replace such signage as necessary so that such signage shall be in good condition throughout the Lease Term. If Tenant has an awning, such obligation shall include the removal of snow and ice from Tenant’s awning. Tenant shall repair any damage caused by, and Tenant shall indemnify and save Landlord harmless from and against any loss, cost, or damage resulting from, the erection, maintenance, existence, repair, replacement, or removal of any such signage. Tenant shall also remove and replace any signage at its sole cost and expense if required to do so at any time (a) by Landlord in connection with a redevelopment of the Shopping Center, or (b) by any governmental authority, and in either such case the replacement signage must comply with the terms of this Section 14.01. Alternatively, at Landlord's sole option, Landlord may remove and replace any of Tenant's signage at Tenant's sole cost and expense if required at any time (a) in connection with a redevelopment of the Shopping Center, or (b) by any governmental authority. If Landlord elects such option, Tenant shall pay to Landlord the actual costs and expenses of such removal and replacement within thirty (30) days after being invoiced therefor. Notwithstanding anything in this Lease to the contrary, upon vacating the Demised Premises, Tenant shall promptly remove such signage and repair all damage caused by such removal at its sole cost and expense, and if Tenant fails to do so, Landlord shall have the right to remove the signs and make such repairs at Tenant's sole cost and expense. Tenant shall not exhibit or affix any other type of sign, decal, advertisement, notice, or other writing, awning, antenna or other projections to the roof, the outside walls, the interior or exterior of the outside windows of the Demised Premises, or the building of which the Demised Premises is a part. If Tenant violates the terms of this Section 14.01, then Landlord may upon one (1) business days prior notice to Tenant remove any offending item(s) at Tenant’s sole cost and expense.

Section 14.02. Interior Signs. Tenant agrees that all interior signs and all window-area displays (including, but not limited to, advertising materials and signs)shall be tasteful, prepared in a professional manner (not hand-lettered) and in keeping with the character and standards of the Shopping Center and with Tenant’s Permitted Use, as determined by Landlord in its sole discretion, and Landlord reserves the right to require Tenant to correct any non-conformity. Tenant agrees that (a) it may not advertise any store locations of Tenant other than the Demised Premises on any interior signs or window-area displays without Landlord’s prior consent, and (b) with respect to any and all interior signs, window-area displays and advertising/marketing material (print and/or digital) in which the Demised Premises is referenced, the name of the Shopping Center shall be included.

ARTICLE XV
MAINTENANCE AND REPAIRS

Section 15.01. Maintenance and Repairs by Landlord. Except with respect to any repair or replacement that is attributable to or results from (a) the act, failure to act, or negligence of Tenant, its agents, employees, concessionaires, contractors, licensees or invitees, or is Tenant's responsibility pursuant to any other term of this Lease, or (b) fire or other casualty, or any taking, in which case the terms of Article XIX or XX, as the case may be, shall apply, Landlord shall keep the roof and structural portions of the Demised Premises (excluding windows, window frames, doors, door frames, storefronts, plate glass, floor slabs and any improvements and other Alterations made by Tenant), as well as shared utility lines and mechanical equipment to the point of entry into the Demised Premises, in good condition and repair, subject to Article X hereof. If the need for any repair or replacement is attributable to or results from the act, failure to act, or negligence of Tenant, its agents, employees, concessionaires, contractors,licensees or invitees, or is Tenant's responsibility pursuant to any other term of this Lease, then in such case Tenant does hereby agree to and shall reimburse Landlord for all costs and expenses incurred by Landlord with respect to such repairs, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, within ten (10) days after Landlord's demand. Except as expressly provided in this Lease, Landlord shall not be obligated to make any repairs, replacements, or improvements to, or upon the Demised Premises, or to the utility lines and mechanical equipment exclusively serving the Demised Premises. Landlord shall not be obligated to make repairs as herein specifically required of Landlord unless Tenant has previously given Landlord notice of the need for such repairs. Additionally, Landlord shall not be liable to Tenant for failure to make repairs as herein specifically required of Landlord unless Tenant has given Landlord the aforesaid notice and Landlord has failed to commence such repairs within a reasonable period of time following receipt of Tenant's notice, or has not pursued said repairs to completion with reasonable diligence.

Section 15.02. Maintenance and Repairs by Tenant. (a) Except with respect to any repair or replacement that is (i) Landlord's responsibility pursuant to Section 15.01, or (ii) attributable to or results from fire or other casualty, or any taking, in which case the terms of Article XIX or XX, as the case may be, shall apply, it shall be Tenant's sole responsibility to keep and maintain the Demised Premises in good condition and repair. Subject to the foregoing, all maintenance, repairs and replacements relating to the Demised Premises or any installation, equipment, or facilities therein or thereabout shall be made by Tenant at its sole cost and expense and shall include, but not be limited to, all necessary painting and decorating and the maintenance, repair and replacement of (A) the heating, electrical and air conditioning systems, sprinkler systems, (B) plumbing and sewer (or septic) systems and other systems which exclusively service the Demised Premises,(C) loading docks and loading areas used exclusively or primarily by Tenant,(D) shared utility lines and mechanical equipment from the point of entry into the Demised Premises, (E) storefronts, windows and other glass, window cases, window frames and window hardware, entrance and service doors, door frames and door hardware, awnings and floor slabs, (F) any improvements and other Alterations to the Demised Premisesand (G) any other mechanical or operational installations exclusively serving the Demised Premises. All such maintenance, repairs and replacements shall be of a quality and class at least equal to that of the original work or item. Additionally, if Landlord reasonably deems it necessary, Tenant shall (at its sole cost and expense) promptly install Landlord-designated sound and/or protective barrier(s) around such of Tenant’s rooftop and/or other exterior equipment as Landlord may require. Landlord, or its authorized agents, after reasonable notice to Tenant (except in the case of an emergency), may go upon and inspect the Demised Premises and Tenant’s equipment, and, if necessary, after ten (10) days notice to Tenant (except in the case of an emergency, in which case no notice shall be required), shall have the right to perform such work as is Tenant’s obligation to perform and which Tenant has failed to do. The costs of such work performed by Landlord shall be chargeable to Tenant, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, and shall be due within ten (10) days after billing. Tenant shall also be solely responsible for the cost of any maintenance, repairs and replacements relating to any portions of the Shopping Center other than the Demised Premises (i) if the need for the same is attributable to or results from the act, failure to act, or negligence of Tenant, its agents, employees, concessionaires, contractors, or licensees, or (ii) with respect to which Tenant may have specific operation, maintenance and/or repair rights and/or obligations hereunder. In any such case, Tenant does hereby agree to and shall reimburse Landlord for all costs and expenses incurred by Landlord with respect to such repairs within ten (10) days after Landlord's demand.

(b) Tenant shall, at its expense, secure and maintain an HVAC maintenance contract with a reputable contractor to provide for routine, periodic servicing of the HVAC unit(s) serving the Demised Premises. Such periodic servicing shall be conducted at least twice a year, once in the spring and once in the fall, and at other times as necessary. A copy of such contract shall be provided by Tenant to Landlord within thirty (30) days after the Commencement Date, and any renewal contract or new contract to take the place of any such contract shall be delivered to Landlord at least thirty (30) days prior to the expiration of the then existing contract. Additionally, after each such servicing, but in no event later than the June 30thafter each spring servicing and the December 31st after each fall servicing, Tenant shall provide Landlord a copy of the service report evidencing such servicing. Landlord reserves the right, at its option, to approve Tenant’s selection of HVAC maintenance contractor. It is understood and agreed that Landlord’s approval of any such maintenance contractor shall in no way be deemed a guaranty by Landlord of the quality or reliability of such contractor or of its work. In the event Tenant shall fail to have such periodic servicing performed and provide Landlord proof thereof in a timely manner, Landlord,after ten (10) days notice to Tenant, shall have the right to perform such periodic servicing; the costs of such work shall be chargeable to Tenant, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, and shall be due within ten (10) days after billing. For all purposes under this Lease, the HVAC unit(s) (and all components thereof) serving the Demised Premises shall be deemed leasehold improvements.

(c) Provided that Tenant maintains the HVAC maintenance contract as required under Sub-section 15.02(b) above, otherwise complies with all of Tenant’s obligations with respect to the HVAC unit(s) exclusively serving the Demised Premises on the Effective Date (the “Existing HVAC Unit(s)”), and does not cause (or permit to be caused by, through or on behalf of Tenant) any damage, malfunction and/or failure to or of the Existing HVAC Unit(s), Landlord shall, but solely if necessary due to a failure of any Existing HVAC Unit(s) occurring prior to the date that is the one (1) year anniversary of the Commencement Date, replace the major components (i.e., the compressor, the condenser and the heat exchanger only) of such Existing HVAC Unit(s). For the avoidance of doubt, (i) Landlord shall have no responsibility with respect to the Existing HVAC Unit(s) other than as expressly set forth herein, and (ii) Tenant shall remain obligated at all times to comply with Tenant’s HVAC-related obligations set forth in this Section 15.02.

(d) Tenant shall, at its expense, secure and maintain a pest control contract with a reputable contractor to provide for routine, periodic servicing of the Demised Premises. Such periodic servicing shall be conducted at least four (4) times per year, and at all other times as necessary. A copy of such contract shall be provided by Tenant to Landlord within thirty (30) days after the Commencement Date, and any renewal contract or new contract to take the place of any such contract shall be delivered to Landlord at least thirty (30) days prior to the expiration of the then existing contract. Additionally, within thirty (30) days after each such servicing, Tenant shall provide Landlord a copy of the service report evidencing such servicing. Landlord reserves the right, at its option, to approve Tenant’s selection of pest control contractor. It is understood and agreed that Landlord’s approval of any such pest control contractor shall in no way be deemed a guaranty by Landlord of the quality or reliability of such contractor or of its work. In the event Tenant shall fail to have any required servicing performed and provide Landlord proof thereof in a timely manner, Landlord, after ten (10) days notice to Tenant, shall have the right to perform such servicing; the costs of such work shall be chargeable to Tenant, together with a sum equal to fifteen percent (15%) of said costs for Landlord's overhead and administrative costs, and shall be due within ten (10) days after billing.

ARTICLE XVI
INDEMNITY AND INSURANCE

Section 16.01. Indemnification. To the fullest extent permitted by Laws, but expressly subject to the terms of Section 16.10 below, Tenant shall indemnify and hold harmless Landlord and its mortgagees, agents, servants, employees, officers, directors, trustees, members, partners and shareholders from and against any and all third party Claims (including, but not limited to, statutory liability) arising from or out of (i) the use, occupancy, conduct, operation, or management of the Demised Premises (or any other part of the Shopping Center with respect to which Tenant may have specific operation, maintenance and/or repair rights and/or obligations hereunder) by Tenant, its officers, contractors, subcontractors, assignees, subtenants, concessionaires, licensees, invitees, agents, servants, or employees, (ii) the willful misconduct or negligence of Tenant, its officers, contractors, subcontractors, assignees, subtenants, concessionaires, licensees, agents, servants, or employees in or about the Shopping Center, (iii) any default by Tenant of any of the terms of this Lease (regardless of any applicable period of notice and cure), including, but not limited to, any failure by Tenant to maintain the insurance coverage required under this Article XVI, or (iv) any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property, occurring in, upon, or about the Demised Premises. In case any action or proceeding is brought against Landlord by reason of any such Claim, Tenant, upon notice from Landlord, will, at Tenant’s expense resist or defend such action or proceeding by counsel approved by Landlord in writing, which approval shall not be unreasonably withheld. The terms of this Section 16.01, however, shall not be construed to make Tenant responsible for loss, damage, liability, or expense resulting from injuries to third parties to the extent caused by the willful misconduct or negligence of Landlord, or its agents, servants, or employees. This Section 16.01 shall survive the expiration or other termination of this Lease.

Section 16.02. Tenant's Insurance. Tenant agrees that from and after the Commencement Date, or any such earlier date that Tenant accesses the Demised Premises, and through the entire Lease Term and any holdover period, Tenant, at its sole cost and expense, shall carry and maintain, in the amounts set forth in Sub-section 1.01(p) above or as otherwise set forth in this Section 16.02, (a) commercial general liability insurance, including bodily injury, personal injury and property damage liability, contractual liability, products and completed operations liability and liquor liability (if applicable), with respect to the use and occupation of the Demised Premises (and any other part of the Shopping Center with respect to which Tenant may have specific operation, maintenance, repair, replacement and/or restoration rights and/or obligations hereunder) in the minimum amounts of ONE MILLION DOLLARS ($1,000,000.00) each occurrence limit and TWO MILLION DOLLARS ($2,000,000.00) general aggregate limit (including products and completed operations), which applies separately to each location, and fire legal liability insurance, with umbrella liability coverage in the minimum amount of TWO MILLION DOLLARS ($2,000,000.00) per occurrence and in the aggregate (or, if Tenant’s general aggregate limit does not apply separately per location, a total minimum of TWENTY FIVE MILLION DOLLARS ($25,000,000.00) in combined general aggregate and umbrella liability coverage); (b) comprehensive automobile liability insurance, including coverage for "non-owned" automobiles; (c) "special perils” property insurance, formerly known as “all risk” coverage, for the full replacement value of all improvements and property with respect to which Tenant has the responsibility to repair or replace under Section 19.01 below, including, but not limited to, improvements and other Alterations furnished by Tenant, all boiler and HVAC equipment serving the DemisedPremises, as well as Tenant’s inventory, trade fixtures, equipment, decorations, furnishings and other personal property; (d) workers' compensation or similar insurance to the extent required by Laws and employer’s liability insurance; and (e) business interruption insurance. The insurance required to be carried by Tenant hereunder shall not contain any exclusions relating to the employees of any subcontractor. Tenant may maintain any of its required insurance under blanket or umbrella policies of insurance covering the Demised Premises and any other premises of Tenant, or companies affiliated with Tenant, provided that the coverage afforded will not be reduced or diminished by reason of the use of such blanket or umbrella policies of insurance and that such blanket or umbrella policies meet the other requirements set forth in this Article XVI. The foregoing minimum limits of insurance coverage to be maintained by Tenant shall in no way limit or diminish Tenant's liability hereunder. Upon not less than six (6) months notice to Tenant, such minimum limits may be adjusted by Landlord to the extent reasonably necessary to reflect inflationary trends and experience and if also done by prudent landlords of comparable shopping centers in the same geographic area of the Shopping Center, and Tenant shall obtain any revised coverage required by Landlord within thirty (30) days of such notice. Additionally, Tenant shall obtain within thirty (30) days after notice from Landlord other insurance and/or endorsements of such types and in such amounts as Landlord may reasonably require (i) in order to replace any of the foregoing types of insurance coverage if any such coverage is no longer available or in existence, or (ii) if carried by prudent landlords of comparable shopping centers in the same geographic area of the Shopping Center. Any deductible under the insurance policies required hereunder in excess of FIVE THOUSAND DOLLARS ($5,000.00), as well as any self-insured retention amount, must be approved by Landlord in writing prior to the issuance of such policies.

Section 16.03. Policy Requirements; Certificates; Payment of Premium. Each liability insurance policy required of Tenant hereunder shall (a) name Landlord, and, if notice is given to Tenant, Landlord’s mortgagee as additional insureds; (b) be on a “per location” basis (except as otherwise expressly provided herein), (c) be primary and noncontributing with other insurance available for Landlord's protection; (d) be effective for a period of not less than one (1) year and provide that the insurer shall endeavor to give at least thirty (30) days notice to Landlord before the policy may be cancelled or coverage reduced or any other material change made; (e) contain an express waiver of right of subrogation against Landlord (with respect to property claims only); and (f) be on an occurrence form and issued by a company rated at least "A - VII" by Best's Property and Casualty Insurance Reports. An executed certificate issued by Tenant’s insurance company for each insurance policy required of Tenant hereunder shall be delivered to Landlord on or before the Commencement Date, and an executed certificate issued by Tenant’s insurance company for any renewal policy or new policy to take the place of each policy shall be delivered to Landlord prior to the expiration of each existing policy. Together with each insurance certificate that is delivered to Landlord, Tenant shall deliver (i) evidence satisfactory to Landlord that any relevant policy does not contain any exclusions relating to the employees of any subcontractor and (ii) policy endorsements evidencing (A) that Tenant’s insurance company will endeavor to provide Landlord with notice of cancellation or non-renewal at least thirty (30) days prior to the expiration or termination of the applicable policy, (B) Landlord’s status as an additional insured and (C) with respect to property claims only, the required express waiver of any right of subrogation against Landlord (which Landlord shall also provide to Tenant). Additionally, but only if any insurance certificates provided hereunder do not demonstrate compliance with the terms of this Lease, Tenant authorizes Landlord to contact Tenant’s insurance agent(s) directly, at Landlord’s option, to obtain copies of such certificates, as well as copies of the underlying policies and/or such other evidence that is reasonably necessary to demonstrate that Tenant’s insurance complies with the terms of this Lease, it being understood that the foregoing right granted by Tenant to Landlord shall not relieve Tenant of its obligation to deliver certificates to Landlord in a timely manner. Tenant shall timely pay all premiums and charges (which may be paid in installments) and shall promptly furnish Landlord, on request, with satisfactory evidence of timely payment. If Tenant fails to maintain any required insurance hereunder, then Landlord, upon not less than ten (10) days notice to Tenant, may procure such insurance at Tenant’s expense. Acceptance by Landlord of any insurance certificate that does not fully comply with all applicable insurance requirements under this Lease shall not be deemed an acceptance of the coverage evidenced by such certificate and shall not limit Landlord’s right to demand any and all coverage provided by this Lease.

Section 16.04. Tenant Alterations. In the event that Tenant shall make Alterations to the Demised Premises, Tenant agrees that full coverage shall be provided in its property policy for such Alterations and Tenant shall cause its contractor(s) and subcontractor(s) to maintain, until the completion of any such Alterations, (a) commercial general liability insurance and comprehensive automobile liability insurance satisfying all of the same requirements that Tenant is required to satisfy under Sections 16.02 and 16.03 and (b) workers’ compensation or similar insurance to the extent required by Laws, naming Landlord, Landlord’s mortgagee (if notice is given to Tenant) and Tenant as additional insureds on such liability policies, with a waiver of subrogation against Tenant and Landlord. Prior to the commencement of any Alterations, Tenant shall require all contractors and subcontractors engaged in the performance of such Alterations to deliver to Tenant and Landlord executed copies of certificates issued by the contractors’ and subcontractors’ insurance companies evidencing the existence of such required insurance. It is expressly understood and agreed that none of such Alterations shall be insured by Landlord under Landlord's insurance nor shall Landlord be required under any terms for reconstruction of the Demised Premises to reinstall, repair, or replace any such Alterations.

Section 16.05. Tenant Insurance Proceeds. With respect to any policy covering Tenant's Alterations and property, the proceeds of such policies, to the extent of the cost of any damage or loss to the Demised Premises, shall be used for the repair and replacement of the Alterations so damaged or destroyed. If Tenant is required to do so by the terms of this Lease and Tenant fails to promptly reconstruct or repair its portion of the damaged or destroyed Demised Premises to its former condition prior to such casualty, then Landlord shall have control of the insurance proceeds, as its interests may appear, and the right to make all necessary repairs, and if the proceeds are not sufficient to cover the repairs, Tenant shall be liable for all additional costs.

Section 16.06. Additional Hazards. Tenant agrees that it will not commit any act or keep, use, sell, or offer for sale in or upon the Demised Premises any article which may be prohibited by the standard form "special perils coverage" insurance policy, and Landlord shall have the right to require Tenant to discontinue any such act and to remove any such article if Tenant fails to remove the same in a timely manner upon request. Tenant shall pay any increase in premiums for “special perils” insurance carried by Landlord on the Demised Premises if such increase is attributable to Tenant's use or occupation of the Demised Premises. Said additional premiums shall be payable by Tenant to Landlord within thirty (30) days after billing.

Section 16.07. Landlord's Insurance. Landlord agrees that from and after the Commencement Date, and during the entire Lease Term, Landlord, subject to Article X, shall carry and maintain, with respect to the Shopping Center (a) commercial general liability insurance in the minimum amounts of no less than TWO MILLION DOLLARS ($2,000,000.00) each "occurrence" limit and a total minimum of TEN MILLION DOLLARS ($10,000,000.00) in combined general aggregate and umbrella liability coverage; (b) rental income insurance; and (c) "special perils property coverage" insurance covering at least the roof, structural portions and perimeter walls of the Shopping Center (but excluding, in any event, Tenant's improvements and other Alterations, fixtures, merchandise, personal property, wall coverings and betterments) in an amount not less than ninety percent (90%) of full replacement cost (exclusive of the cost of excavations, foundations and footings) updated from time to time during the Lease Term or the amount of such insurance which Landlord's mortgage lender may require Landlord to maintain, whichever is the greater, providing protection against any peril generally included within the classification “all risk coverage” or “special perils coverage”. Landlord may (i) maintain any insurance provided for herein under blanket policies of insurance provided that the coverage afforded will not be reduced or diminished by reason of the use of such blanket policies of insurance and (ii) also maintain any other insurance that Landlord deems advisable.

Section 16.08. Waiver of Claims. Except to the extent caused by the negligence or willful misconduct of Landlord, and except as otherwise expressly provided in this Lease, Landlord shall not be liable for, and Tenant waives to the fullest extent permitted by Laws, all Claims for injury and damage to person (including loss of life), for loss or interruption of business, and for loss of use sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in, upon, or about any part of the Shopping Center, including, but not limited to, Claims for injury and/or damage resulting from: (i) any equipment or appurtenances becoming out of repair; (ii) Landlord's failure to keep any part of the Shopping Center in repair; (iii) injunctions, court orders, orders of other governmental entities, civil commotion, strikes, riots, war, acts of terror, acts of God, wind, or other natural element or physical condition, whether on the surface or underground, including instability, moving, shifting and settlement of ground; (iv) any defect in or failure of plumbing, heating, or air conditioning equipment, electric wiring or installation thereof, fuel, water, and steam pipes, stairs, porches, railings, or walks; (v) broken glass; (vi) the backing up of any sewer or septic pipe or downspout, or the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain, or any other pipe or tank; (vii) defects in any buildings or improvements or any equipment, machinery, utilities, appliances, or apparatus; (viii) steam, fire, sewage, gas, odors, mold, air quality, oil, water, snow, frost, or ice; (ix) latent or patent defects in the Demised Premises; (x) the falling of any fixture, plaster, or stucco; (xi); damage to or loss by theft or otherwise of property of Tenant or others; (xii) acts or omissions of persons in the Demised Premises, other tenants in the Shopping Center, occupants of nearby properties, or any other persons; (xiii) any act or omission of owners of adjacent or contiguous property; (xiv) the exercise or non-exercise by Landlord of any of Landlord’s rights under this Lease; and (xv) any act or omission of Landlord, its agents, servants, or employees. Notwithstanding anything in this Lease to the contrary, all property of Tenant kept in the Demised Premises (including, but not limited to, Tenant’s inventory) shall be so kept at Tenant's risk only (regardless of Landlord’s negligence).

Section 16.09. Mutual Release. Without limiting any waiver of liability, release, indemnity, or other term herein, Landlord and Tenant hereby release each other, and their respective agents, managers, members, beneficiaries, shareholders, trustees, directors, officers, employees, workers and those for whom each is respectively in law responsible, from any and all liability for damage to their respective property to the extent of all insurance proceeds paid to or on behalf of Landlord or Tenant, as the case may be, under (a) the property policies of insurance maintained by Landlord or Tenant, as the case may be, as required under this Lease or which would have been paid if Landlord or Tenant, as the case may be, had maintained the insurance it is required to maintain under this Lease and had diligently processed any claims thereunder and (b) any policies of insurance coverage otherwise maintained by Landlord or Tenant, as the case may be.

Section 16.10. Mutual Waiver of Subrogation. In the event that either Tenant or Landlord sustains a loss by fire or other casualty and such loss is caused in whole, or in part, by acts or omissions of the other party, its agents, employees, or servants, then the party sustaining the loss agrees, to the extent that the party sustaining such loss is compensated for such loss by insurance(or, if any insurance policy(ies) were not maintained as required hereunder, would have been compensated for such loss by insurance had such insurance policy(ies) been maintained) that such party shall waive all rights of recovery against the other party, as well as the agents, employees, or servants of the other party (and, in any such case, no third party shall have any right of recovery, by way of subrogation or assignment or otherwise).

ARTICLE XVII
SUBORDINATION AND ATTORNMENT

Section 17.01. Subordination of Lease. This Lease and Tenant's tenancy hereunder shall be subject and subordinate at all times to any mortgages, deeds of trust, reciprocal easement agreements, operating agreements, ground leases, or liens resulting from any other method of financing or refinancing (each, an “Encumbrance” and collectively, "Encumbrances") now or hereafter in force against the Demised Premises and/or Shopping Center, or any portion thereof, to all renewals, modifications, replacements, consolidations and extensions of Encumbrances and to all advances made or hereafter to be made under any such Encumbrance. Tenant's agreement of subordination provided for in this Section 17.01 shall be self-operative and no further instrument of subordination shall be required. However, Tenant shall execute and deliver, within ten (10) days of demand, such instruments as may be required by Landlord, or by the holder of any Encumbrance, to subordinate this Lease to any present or future Encumbrance, and to all renewals, modifications, replacements, consolidations and extensions thereof. In the event Tenant fails to execute and deliver any such instrument within ten (10) days of Landlord's request, Landlord is hereby authorized to execute and deliver the same as attorney-in-fact for Tenant.

Section 17.02. Attornment by Tenant. If the holder of any Encumbrance or any person claiming under said Encumbrance shall succeed to the interest of Landlord in this Lease, Tenant shall be obligated to pay the Minimum Rent and Additional Rent due hereunder to such holder and to thereafter comply with all the terms of this Lease, and if any holder or purchaser shall become possessed of the Demised Premises at a private or public sale, or otherwise, Tenant shall, upon request of such holder or purchaser, without charge, attorn to such holder or purchaser as its landlord under this Lease, and Landlord shall not thereafter be liable under this Lease.

ARTICLE XVIII
ASSIGNMENT AND SUBLETTING

Section 18.01. Landlord's Consent Required. Tenant, and Tenant's legal representatives or successors in interest to any part or the whole of the Demised Premises, shall not mortgage, pledge, encumber, franchise, assign, collaterally assign, or in any manner transfer this Lease or any of its rights hereunder (hereinafter collectively referred to as an "Assignment"), voluntarily or involuntarily, by operation of law or otherwise, nor shall Tenant permit the Demised Premises or any part thereof to be sublet, sub-sublet, licensed, used, or occupied for the conduct of any business by any person or entity other than Tenant (hereinafter collectively referred to as a "Sublease") without the prior consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned and/or delayed. Any sale or other transfer, including by consolidation, merger, or reorganization, of fifty percent (50%) or more of the (a) voting stock of Tenant or any guarantor of Tenant if Tenant or such guarantor is a corporation, (b) partnership interests in Tenant or any guarantor of Tenant if Tenant or such guarantor is a partnership, (c) membership interests in Tenant or any guarantor of Tenant if Tenant or such guarantor is a limited liability company,or (d) the principal interests in Tenant or any guarantor of Tenant if Tenant or such guarantor is any other type of business entity, shall be an Assignment for purposes of this Article XVIII. Any attempted or purported Assignment or Sublease in violation of the foregoing shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or occupant (hereinafter collectively referred to as an "Assignee"). Upon requesting Landlord's consent to an Assignment or Sublease, Tenant shall notify Landlord, in writing, of the name, trade name and address of the Assignee and the nature and character of the Assignee's business, and shall provide Landlord with (i) appropriate financial information,including, but not limited to,certified financial statements of the Assignee, and (ii) a fully-executed copy of the operative Assignment or Sublease document (the “Operative Document”). Notwithstanding anything herein to the contrary, it shall conclusively be deemed that Landlord's refusal or withholding of consent is reasonable if (a) the net worth of the proposed Assignee is not at least equal to the greater of (i) the net worth of the existing Tenant as of the Effective Date, or (ii) the net worth of the existing Tenant as of the date of Tenant’s request for consent to the Assignment, or, if less than the greater of (i) or (ii), such net worth does not, in Landlord's sole judgment, provide adequate credit for the proposed Assignee to assume the performance of all of Tenant's obligations hereunder, which assumption shall be required in connection with any assignment of this Lease; (b) the business reputation, managerial skills and operational skills of the proposed Assignee are not in accordance with generally acceptable commercial standards; (c) the use of the Demised Premises by the proposed Assignee (i) is not identical to the use permitted by this Lease, (ii) may violate (or cause Landlord to be in violation of) the terms of any other lease of space in the Shopping Center or any other agreement affecting the Shopping Center and/or (iii) is inconsistent with any third-party environmental certification for the Shopping Center; (d) the proposed Assignment or the use of the Demised Premises by the proposed Assignee will violate or create a potential violation of any Laws affecting the Demised Premises, Landlord or other tenants and occupants of the Shopping Center; (e) the proposed Assignee’s trade name may violate or create a potential violation of any Laws,any other lease of space in the Shopping Center, or any other agreement affecting the Shopping Center; (f) the Assignment or Sublease will result in any interruption in the operation of the business in the Demised Premises; (g) the proposed Assignee is a tenant of the Shopping Center; (h) the rent to be paid by the proposed Assignee under any Sublease is less than fair market; (i)Tenant is then in default (regardless of any applicable period of notice and cure) under this Lease; (j) the Operative Document fails to contain all of the terms set forth in Section 18.06 below; (k) Tenant and/or Assignee refuses or fails to execute and deliver Landlord’s then-current form of consent or then-current riders to the Operative Document, as the case may be; or (l) any guarantor of Tenant and/or Assignee that may be required in connection with the Sublease or Assignment refuses or fails to execute and deliver Landlord’s then-current form of guaranty. It is understood and agreed that Tenant may not assign this Lease, and no Assignment shall be effective, without Tenant including in such Assignment any and all amendments to this Lease (including, but not limited to, any amendments that result in the expansion or relocation of the Demised Premises).

Section 18.02. Intentionally Omitted.

Section 18.03. Excess Rent. In the event of an Assignment or Sublease, in addition to the Rent due Landlord hereunder, Tenant shall pay to Landlord, as Additional Rentseventy-five percent (75%) of any monthly rent or other payment accruing to Tenant and/or any affiliate of Tenant as the result of such Assignment or Sublease (including any lump sum or periodic payment in any manner relating to such Assignment or Sublease) which is in excess of the Rent then payable to Landlord under this Lease (after the deduction ofTenant’s actual, reasonable expenses incurred in connection with such Assignment or Sublease, amortized over the remaining Lease Term, in the case of an Assignment, or the term of the Sublease, in the case of a Sublease). In the event that any payment is made to Tenant and/or any affiliate of Tenant in connection with entering into an Assignment or Sublease, Tenant shall make the requisite payment to Landlord hereunder upon the later to occur of (a) Tenant entering into such Assignment or Sublease, or (b) Landlord granting its consent to such Assignment or Sublease. In the event that any payment is made to Tenant and/or any affiliate of Tenant at any other time as a result of such Assignment or Sublease, Tenant shall make the requisite payment to Landlord hereunder within three (3) business days following Tenant’s receipt of the predicate payment. Landlord may require a certificate from Tenant specifying the full amount of any payment of whatsoever nature accruing to Tenant and/or any affiliate of Tenant as the result of such Assignment or Sublease, and Landlord shall have the right to audit Tenant’s books and records in connection with any such Assignment or Sublease.

Section 18.04. Return of the Demised Premises. Prior to any request by Tenant for consent to an Assignment or Sublease as required herein, Tenant shall, by notice and without charge of any kind, offer the return of the Demised Premises to Landlord. For sixty (60) days following receipt of said notice, Landlord shall have the right, exercisable by delivering notice thereof to Tenant (the “Recapture Notice”), to take back the Demised Premises and terminate this Lease. If Landlord elects to exercise such right, this Lease shall terminate thirty (30) days after Landlord delivers the Recapture Notice to Tenant, in which event (a) Tenant shall be relieved of all further liability under this Lease as of the later to occur of (i) such termination date, or (ii) the date Tenant vacates the Demised Premises and surrenders possession of the same to Landlord in the condition required under this Lease, except with respect to (A) for items which have theretofore accrued and are then unpaid or unsatisfied and (B) such terms as are expressly stated to survive the expiration or other termination of this Lease, and (b) Landlord shall return to Tenant the Security Deposit (if any), less any applied portion thereof, within thirty (30) days after the effective date of termination. In the event Landlord does not exercise its right to terminate this Lease, as provided above, Tenant may proceed with such Assignment or Sublease only if Tenant first has obtained the prior consent of Landlord in accordance with the terms of this Article XVIII.

Section 18.05. Acceptance of Rent by Landlord. In the event of an Assignment or Sublease, with or without Landlord's consent, required or otherwise, Landlord may collect from such Assignee any Rent payable by Tenant under this Lease and may apply the amount collected to the Rent herein reserved, but such collection by Landlord shall not (a) constitute consent to such Assignment or Sublease by Landlord, (b) be deemed a waiver of the terms of this Lease, or (c) be deemed an acceptance of the Assignee as a Tenant of the Demised Premises.

Section 18.06. Written Instruments Required. Landlord's consent to any Assignment or Sublease shall not be effective unless and until (a) a fully-executed Operative Document, in form and substance reasonably acceptable to Landlord, has been delivered to Landlord and (b) Landlord has delivered a written consent to such Assignment or Sublease to each of Tenant and its Assignee. Any Operative Documentof Assignment must provide that theAssignee shall assume and abide by all of the terms of this Lease, and any Operative Document of Sublease must provide that (i) the term of the Sublease shall end not later than one (1) day prior to the end of the Lease Term, (ii) the Sublease shall be subject and subordinate to the terms of this Lease, and (iii), in the event of any termination of this Lease during the term of the Sublease, the Sublease shall simultaneously terminate (unless Landlord, in its sole discretion, elects in a writing to recognize the Sublease, in which case (A) the subtenant under the Sublease shall attorn to Landlord as its direct landlord under the Sublease, (B) the Sublease shall remain in effect as a direct lease between Landlord and the subtenant on the terms of the Sublease (except to the extent otherwise set forth herein), (C) the base rent and additional rent payable by the subtenant to Landlord shall be equal to the greater at all given times of (1) the base rent and additional rent that would have been payable to Landlord by Tenant under this Lease if this Lease were then in effect, or (2) the base rent and additional rent then payable by the subtenant under the Sublease, and (D) the subtenant shall be responsible for performing all of the obligations of Tenant under this Lease, as if this Lease remained in effect). Tenant shall pay Landlord the sum of ONE THOUSANDFIVE HUNDRED DOLLARS ($1,500.00) to cover Landlord's administrative costs, overhead and attorneys' fees in connection with such Assignment or Sublease (the “Assignment Review Fee”), which Assignment Review Fee shall be payable upon Tenant's initial submission of its Assignment or Sublease proposal to Landlord. The Assignment Review Fee is non-refundable to Tenant (whether or not Landlord’s consent is granted) and is in consideration for Landlord’s review and processing of Tenant’s proposal to assign or sublet. The consent by Landlord to any Assignment or Sublease shall not relieve Tenant from the obligation to obtain Landlord's express consent to any other Assignment or Sublease, nor shall reference anywhere else in this Lease to an assignee or subtenant be considered as a consent by Landlord to such Assignment or Sublease or a waiver of the terms of this Lease.

Section 18.07. No Release of Tenant's Liability. No Assignment or Sublease or any other transfer by Tenant, either with or without Landlord's consent, required or otherwise, during the Lease Term, shall release Tenant from any liability under the terms of this Lease, nor shall Tenant be relieved of the obligation of performing any of the termsof this Lease.

ARTICLE XIX
DAMAGE OR DESTRUCTION

Section 19.01. Repair and Restoration. In the event the Demised Premises is damaged or destroyed by fire or other casualty covered by Landlord's policy of fire and extended coverage insurance, Landlord shall, subject to the limitations set forth in this Lease, and subject to the extent of proceeds Landlord recovers from such insurance, repair and/or rebuild the same at its own expense with reasonable diligence. Landlord's obligation to repair and/or rebuild shall be limited to the building shell and those improvements and other leasehold improvementsoriginally provided by Landlord on the Commencement Date (including, but not limited to,any improvements and other leasehold improvements furnished by any prior occupant of the Demised Premises). Tenant, at its sole cost and expense, shall promptly perform all repairs and/or replacements necessitated by fire or other casualty that are not required to be made by Landlord (including, but not limited to, repairs to, and/or replacementsof, improvements and other Alterations furnished by Tenant), redecorate, refixture and restock the Demised Premises in a manner and to a condition at least equal to that which existed prior to such damage or destruction and shall reopen for business within thirty (30) days following substantial completion of the restoration of the Demised Premises. If such damage or destruction renders the Demised Premises untenantable in whole or in part, the Minimum Rent, Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes shall be abated in such proportion as the amount of Gross LeasableAreaof the Demised Premises that is rendered untenantable bears to the Gross LeasableArea of the Demised Premises, from the date of the casualty until the earlier of (a) the date Tenant reopens for business, or (b) five (5) days following the date upon which Landlord delivers possession of the restored Demised Premises to Tenant and, if the Demised Premises is rendered untenantable in whole, the Lease Term shall be suspended during such abatement period. Notwithstanding anything in this Lease to the contrary, in the event of a fire or other casualty, Landlord shall not be obligated to repair or replace any property belonging to Tenant or any improvements or other Alterations to the Demised Premises furnished by Tenant, and Tenant shall not be entitled to any compensation or damages from Landlord for the loss of the use of the Demised Premises,for damage to Tenant's property,improvements, or other Alterationsor for any inconvenience occasioned by such damage, destruction, repair, or restoration.

Section 19.02. Termination of Lease. Notwithstanding anything in this Lease to the contrary, Landlord, at its option, may terminate this Lease upon thirty (30) days notice to Tenant, given within ninety (90) days after the occurrence of any damage or destruction, if (a) the Demised Premises shall be damaged or destroyed as a result of an occurrence which is not covered by Landlord's insurance; (b) the Demised Premises shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof; (c) the Demised Premises shall be damaged to the extent of ten percent (10%) or more of the cost of replacement thereof during the last two (2) years of the Lease Term; (d) the building of which the Demised Premises is a part shall be damaged to the extent of twenty-five percent (25%) or more of the cost of replacement thereof (whether or not the Demised Premises shall be damaged); (e) any or all of the buildings or Common Areas of the Shopping Center are damaged (whether or not the Demised Premises is damaged) to such an extent that, in the reasonable judgment of Landlord, the Shopping Center cannot be operated as an integral unit; (f) Landlord’s insurance proceeds are not sufficient to repair and/or restore; or (g) the holder of any Encumbrance against the Demised Premises and/or Shopping Center disallows the releasing of Landlord's insurance proceeds for purposes of repair and/or restoration. Tenant hereby waives any statutory rights of terminationthat may arise by reason of any casualty. Upon any termination of this Lease under any of the terms of this Article XIX, the parties shall be released thereby without further obligations to the other from the date of the damage or destruction, except (i) for items which have theretofore accrued and are then unpaid or unsatisfied, (ii) with respect to such terms as are expressly stated to survive the expiration or other termination of this Lease, and (iii) that Landlord shall return to Tenant the Security Deposit (if any), less any applied portion thereof, within thirty (30) days after the effective date of termination.

ARTICLE XX
CONDEMNATION

Section 20.01. Effect of Taking. In the event the whole or any part of the Demised Premises and/or any other part of the Shopping Center shall be permanently taken by any public authority under the power of eminent domain, this Lease shall terminate as to the part(s) so taken on the date possession is yielded to such public authority. For the purposes of this Article XX, a voluntary sale or conveyance in lieu of condemnation, but under threat of condemnation, shall be deemed an appropriation or taking under the power of eminent domain. In the event the portion of the Demised Premises so taken, or the other portion of the Shopping Center so taken, substantially impairs the usefulness of the Demised Premises for the purposes hereinbefore granted to Tenant, and Landlord cannot or will not provide substitute premises, or a substitute part of the Shopping Center to enable the continued use of the Demised Premises, with such intention to do so communicated to Tenant by notice within fifteen (15) business days of the taking, either party may terminate this Lease by notice given within thirty (30) days after such taking. Upon any such termination of this Lease, the parties shall be released thereby without further obligations to the other, except (a) for items which have theretofore accrued and are then unpaid or unsatisfied, (b) with respect to such terms as are expressly stated to survive the expiration or other termination of this Lease, and (c) that Landlord shall return to Tenant the Security Deposit (if any), less any applied portion thereof, within thirty (30) days after the effective date of termination. If this Lease is not terminated as above provided following any such taking, (i) Landlord shall, at its expense, make all necessary repairs or alterations to the basic building and exterior work so as to (A) constitute the remaining portion of the Demised Premises a complete architectural unit and (B) restore those improvements and other Alterations originally provided by Landlord on the Commencement Date, including, but not limited to, any improvements and other Alterations furnished by any prior occupant of the Demised Premises (but the obligations on the part of Landlord set forth in this clause (i) shall be limited to the extent of the net proceeds of the condemnation award actually received and retained by Landlord); (ii) Tenant shall repair or replace all improvements and other Alterations not required to be repaired or replaced by Landlord pursuant to the foregoing clause (i), as well as Tenant’s trade fixtures, floor and wall coverings, and decorationsin a manner and to a condition at least equal to that which existed prior to the taking and shall reopen for business within thirty (30) days following substantial completion of the restoration of the Demised Premises; and (iii) a proportionate adjustment shall be made to the Minimum Rent, Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes based on the proportion of the Demised Premises remaining as compared to the original Demised Premises. Any such taking shall not operate as or be deemed an eviction of Tenant or a breach of Landlord's covenant for quiet enjoyment and Tenant hereby waives any statutory rights of termination that may arise by reason of any partial taking of the Demised Premises under the power of eminent domain.

Section 20.02. Award. All awards for any taking of the fee and the leasehold, or any part thereof, shall belong to and be the property of Landlord without participation by Tenant and without any deduction therefrom for any present or future estate of Tenant. Tenant hereby assigns to Landlord all right, title and interest of Tenant in and to any award made for leasehold damages and/or diminution in the value of Tenant's leasehold estate. Tenant shall, however, be entitled to claim, prove and receive in such condemnation proceedings such compensation as may be separately awarded for loss of business and for fixtures and other equipment installed by Tenant, provided that no such claims of Tenant shall diminish or otherwise adversely affect Landlord's award or the award of Landlord's mortgagee(s).

ARTICLE XXI
DEFAULT

Section 21.01. Events of Default. If any one or more of the following events occur, said event or events shall hereby be classified as a "Default".

(a) If Tenant fails to open for business on or before the Required Store Opening Date, or at any time thereafter fails to continuously operate its business at the Demised Premises on the days and hours required for more than five (5) business days (subject to Section 7.03), or if Tenant fails to comply with the terms of Section 26.27 hereof, or if Tenant vacates or abandons the Demised Premises;

(b) If Tenant fails to pay Minimum Rent or any Additional Rent when the same becomes due, or if Tenant fails to comply with the terms of Section 7.01, Section 7.05, Section 14.01, or Section 14.02, and any such failure continues for five (5) days after notice from Landlord;

(c) If Tenant, or any of its employees or agents, shall waste or create a condition, either by acts or failure to take appropriate action, which is detrimental to the safety and welfare of any person or property within the Shopping Center, and said waste or condition is not cured within five (5) days after notice from Landlord;

(d) If Tenant shall fail to perform or observe any other terms of this Lease, and such failure shall continue for fifteen (15) days after notice from Landlord (except that such fifteen (15) day period shall be automatically extended for such additional period of time as is reasonably necessary to cure such default if such default cannot be cured within such fifteen (15) day period, provided Tenant commences the process of curing the same within said fifteen (15) day period and diligently pursues such cure);

(e) If Tenant (or any affiliate of Tenant) shall fail to perform or observe any terms of any other lease or agreement with Landlord (or any affiliate of Landlord), and such failure shall continue beyond any applicable period of notice and cure in such other lease or agreement;

(f) If any petition shall be filed under any Laws against Tenant, any guarantor of Tenant's obligations hereunder, or any assignor of Tenant’s interest hereunder in any bankruptcy, reorganization, liquidation, or insolvency proceedings and said proceedings shall not be dismissed or vacated within sixty (60) days after such petition is filed;

(g) If Tenant, any guarantor of Tenant's obligations hereunder, or any assignor of Tenant’s interest hereunder, shall make an assignment for the benefit of creditors or file a petition, in any state or federal court, in bankruptcy, reorganization, liquidation, or composition, or make an application in any such proceedings for the appointment of a trustee or receiver for all or any portion of its property;

(h) If a receiver or trustee shall be appointed under anyLaws for Tenant, any guarantor of Tenant's obligations hereunder, or any assignor of Tenant’s interest hereunder, for all or any portion of the property of any of them, and such receivership or trusteeship shall not be set aside within sixty (60) days after such appointment;

(i) If Tenant rejects this Lease after filing a petition in bankruptcy or insolvency or for reorganization or arrangement under Federal bankruptcy laws or any State insolvency act;

(j) If any execution, levy, attachment, or other legal process shall occur upon Tenant's goods, fixtures, or interest in the Demised Premises; or

(k) If (i) the combined net worth of Tenant and any guarantor(s) shall decline by more than 50% percent as compared to the combined net worth of Tenant and any guarantor(s) as of the Effective Date, and/or (ii) any guarantor dies or becomes legally incapacitated and Tenant fails to provide Landlord with a replacement guarantor acceptable to Landlord within thirty (30) days following the date of death or legal incapacity.

Section 21.02. Landlord's Remedies. Should a Default occur under this Lease, Landlord may pursue any or all of the following:

(a) Landlord may terminate this Lease by serving a Notice to Quit on Tenant in accordance with Connecticut Laws (or by serving such other notice of termination as is then required by Connecticut Laws), whereupon this Lease shall automatically cease and terminate and Tenant shall be immediately obligated to quit the Demised Premises. If Landlord elects to terminate this Lease, everything contained in this Lease on the part of Landlord to be done and performed shall cease without prejudice, subject, however, to the right of Landlord to recover from Tenant all Rent for the full Lease Term. Notwithstanding anything herein to the contrary, in accordance with Section 47a-25 of Connecticut General Statutes, Tenant hereby expressly waives service of a Notice to Quit (or service of such other notice of termination as is then required by Connecticut Laws) only in the event that the Lease terminates by lapse of time.

(b) Subject to service of the Notice to Quit as provided in Sub-section 21.02(a) (or service of such other notice of termination as is then required by Connecticut Laws), Landlord shall have the right to recover possession of the Demised Premises by legal proceedings. No termination of this Lease nor any taking or recovering possession of the Demised Premises shall deprive Landlord of any of its remedies or actions against Tenant for past or future Rent, nor shall the bringing of any action for Rent or other Default be construed as a waiver of the right to obtain possession of the Demised Premises.

(c) Should this Lease be terminated before the expiration of the Lease Term pursuant to this Section 21.02, or if Landlord recovers possession of the Demised Premises pursuant to this Section 21.02, Landlord may attempt to relet the Demised Premises for such rent and upon such terms as are not unreasonable under the circumstances and, in such event, if the full Rent reserved under this Lease (and any of the costs, expenses, or damages indicated below) shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, but not limited to, unamortized costs or portions of Landlord’s Concessions (as defined in Section 26.34 below), unamortized brokerage fees, deficiency in Rent and all reasonable costs and expenses of reletting (e.g., reasonable attorneys' fees, brokerage fees and expenses of placing the Demised Premises in rentable condition). Landlord, in putting the Demised Premises in good order or preparing the same for reletting may, at Landlord's option, make such alterations, repairs, or replacements in the Demised Premises as Landlord, in its reasonable judgment, considers advisable and necessary for the purpose of reletting the Demised Premises, and the making of such alterations, repairs, or replacements shall not operate or be construed to release Tenant from liability hereunder. Landlord shall in no event be liable in any way whatsoever for failure to relet the Demised Premises, or in the event that the Demised Premises is relet, for failure to collect the rent under such reletting. In the event of any reletting, all rent received by Landlord therefrom shall be applied, first, to pay any reasonable costs and expenses of reletting, including brokers and attorneys' fees and costs of alterations and repairs; second, to Rent due or past due hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due hereunder. In no event shall Tenant be entitled to receive the excess, if any, of such net rent collected over the sums payable by Tenant to Landlord hereunder. Any damage or loss of Rent sustained by Landlord may be recovered by Landlord, at Landlord's option, either at the time of the reletting; in separate actions, from time to time, as said damage shall have been made more easily ascertainable by successive relettings; or in a single proceeding deferred until the expiration of the Lease Term (in which event Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said Lease Term).

(d) Should this Lease be terminated before the expiration of the Lease Term pursuant to this Section 21.02, or if Landlord recovers possession of the Demised Premises pursuant to this Section 21.02, Landlord may recover from Tenant an amount equal to the difference between the Minimum Rent and all Additional Rent reserved hereunder for the period which otherwise would have constituted the balance of the Lease Term and the then present rental value of the Demised Premises for such period, both discounted in accordance with accepted financial practice to the then present worth, at the average rate established and announced for United States Treasury Bills, with a maturity of thirteen (13) weeks at the four (4) weekly auctions held immediately prior to the date of such termination (the four (4) week average bill rate), which amount shall immediately be due from Tenant to Landlord. In determining the rental value of the Demised Premises for the foregoing purposes, the rental realized by any reletting, if such reletting be accomplished by Landlord within a reasonable time after the termination of this Lease, shall be deemed prima facie to be the rental value. Alternatively, if Landlord has not accomplished reletting, then it shall be conclusively presumed that Landlord may recover from Tenant the full total of all Minimum Rent and all Additional Rent due hereunder, discounted to present value as hereinbefore provided. Landlord shall, however, account to Tenant for the Minimum Rent and Additional Rent received from persons using or occupying the Demised Premises during the period representing that which would have constituted the balance of the Lease Term, but only at the end of said period, and only if Tenant shall have paid to Landlord its damages as provided herein, and only to the extent of sums recovered from Tenant as Landlord's damages, Tenant waiving any claim to any surplus. Nothing herein contained, however, shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of such termination, an amount equal to the maximum allowed by any Laws in effect at the time when, and governing the proceedings in which, such damages are to be proved.

(e) Landlord and Tenant acknowledge that applicable Bankruptcy Laws (as defined below) may override or render invalid certain of Landlord’s remedies under this Lease, at law, or in equity with respect to a bankrupt entity, but each of Landlord and Tenant agrees that in any such event all of Landlord’s remedies under this Lease, at law, or in equity shall nevertheless be effective with respect to all other persons (including, but not limited to, any prior assignor(s) of the interest of Tenant under this Lease, any guarantors of this Lease and any other persons purporting to claim an interest in this Lease or right of occupancy in the Demised Premises by or through Tenant), without regard to any “cap” on liability that may apply pursuant to Bankruptcy Laws to any entity in bankruptcy. Any person or entity to which this Lease is assigned pursuant to Bankruptcy Laws shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease from and after the date of such assignment, and any such assignee shall, upon request, execute and deliver to Landlord an instrument confirming such assignment. Additionally, following any bankruptcy petition filed by or against Tenant, Tenant agrees that (i) any rents or other revenues that it may collect from any other persons or entities in connection with occupancy of the Demised Premises (including any subtenants or licensees of Tenant, whether or not permitted under this Lease, and without waiver of Landlord's rights and remedies with respect to any occupants as to which Landlord’s consent has not been granted) shall be held in trust for Landlord as additional security in accordance with the terms of Article XXIII below, and Tenant shall direct (and Landlord is authorized to direct) that any such occupants make their payments directly to Landlord, and (ii) any monies then due to Tenant from Landlord under this Lease shall be deemed and shall be held by Landlord as additional security in accordance with the terms of Article XXIII below. Finally, in the event that following a bankruptcy petition (A) Tenant proposes to assume but not assign this Lease, Tenant agrees that as adequate assurance of Tenant's future performance Landlord may require Tenant to post additional security in the amount equal to the total Minimum Rent and Additional Rent due in the twelve (12) months prior to the filing of the bankruptcy petition, or in such greater amount as the bankruptcy court may allow, or (B) this Lease is rejected, then the Rent owing under this Lease for the month in which the effective date of such rejection occurs shall be due in full and shall not be prorated. As used in this Lease, the term “Bankruptcy Laws” includes what is now Title 11 of the U.S. Code, any successor statutes, and the Laws of any state of the United States providing for any stay or moratorium on collection of any debts, or for any sort of arrangement with creditors.

(f) Tenant, for itself and for all persons claiming through or under it, hereby acknowledges that this Lease constitutes a “commercial transaction” (as such term is used and defined in Section 52-278(f) of the Connecticut General Statutes), and Tenant hereby expressly waives any and all rights which are or may be conferred upon Tenant by Sections 52-278(a) through (g), inclusive, of the Connecticut General Statutes to any notice or hearing prior to a prejudgment remedy.

Section 21.03. Additional Remedies and Waivers. In the event of anydefault by Tenant of any of the terms of this Lease (regardless of any applicable period of notice and cure), Landlord shall have the right of injunction and the right to invoke any and all remedies allowed at law or in equity as if specific remedies were not provided for in this Article XXI and/or elsewhere in this Lease. All rights and remedies reserved by, or granted to, Landlord under this Article XXI and/or elsewhere in this Lease are distinct, cumulative and concurrent (notwithstanding that a specific remedy may be expressly provided for elsewhere in this Lease with respect to any default by Tenant), and Tenant's obligations hereunder shall survive the expiration or other termination of this Lease. Tenant hereby expressly waives any and all rights for redemption or relief from forfeiture granted by or under any present or future Laws in the event Tenant is evicted or dispossessed for any cause, or in the event Landlord obtains possession of the Demised Premises, by reason of the violation by Tenant of any of the terms of this Lease or otherwise.

Section 21.04. Repeated Default. Notwithstanding anything in this Lease to the contrary, if Landlord gives Tenant notice two (2) times in any period of twelve (12) consecutive months of Tenant’sfailure to pay Minimum Rent or any Additional Rent when the same becomes due, or of Tenant’s failure to comply with the terms of Section 7.01, Section 7.05, Section 14.01, or Section 14.02, then, regardless of whether or not such defaults shall have been cured, any further failure by Tenant within said twelve (12) month periodto pay Minimum Rent or any Additional Rent when the same becomes due, or to comply with the terms of Section 7.01, Section 7.05, Section 14.01, or Section 14.02, shall be deemed to be a "Repeated Default" without the need for any notice of default to be given to Tenant. In the event of a Repeated Default, Landlord, without affording Tenant an opportunity to cure the Repeated Default, may (a) terminate this Lease in accordance with Sub-section 21.02(a) of this Lease and/or (b) cancel Tenant’s right to exercise the option(s) and right(s) granted to Tenant under Sections1.01(W) and 24.01 of this Lease and/or (c) require that Tenant deposit with Landlord a Security Deposit equal to the sum of four (4) months of the then-applicable Minimum Rent, Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes. If Landlord elects to demand the Security Deposit as aforesaid, such increase shall be paid by Tenant to Landlord upon Landlord’s demand therefor. In the event of a Repeated Default, Landlord shall have the additional right to require that Minimum Rent be paid by Tenant quarterly, in advance, for the remainder of the Lease Term.

Section 21.05. Cure of Default. If Tenant shall be in Default hereunder, Landlord shall have the option (exercisable without any further demand or notice) to cure, or partially cure, such Default for the account of and at the expense of Tenant.

Section 21.06. Interest. Tenant shall pay Landlord interestat the Lease Rate, but not in excess of the maximum legal rate, (a) for all sums paid by Landlord pursuant to the terms of this Article XXI (with interest accruing from and after the date any such sum is paid by Landlord), (b) for all other sums due to Landlord under the terms of this Lease which are not paid by the date such sums are due (with interest accruing from and after such date) and (c) with respect to any required payments to third parties not timely paid by Tenant (including, but not limited to, utility payments) and which are paid by Landlord on behalf of Tenant (with interest accruing from and after the date any such payment is made by Landlord).

Section 21.07. Attorneys’ Fees. In the event any action, proceeding, claim, or counterclaim is brought by either Landlord or Tenant against the other relating to this Lease, reasonable attorneys' fees and costs shall be awarded to the prevailing party, provided that for the purposes of this Lease a party shall only be deemed prevailing (and, therefore, entitled to recover its reasonable attorneys’ fees and costs) if (a) after the institution or prosecution of such claim, action, or proceeding, but before judgment is or can be entered, the other party shall comply with the term of this Lease that is in dispute, or (b) such party obtains a final judgment by a court of competent jurisdiction in its favor. Notwithstanding anything in this Lease to the contrary, in the event Landlord retains counsel in connection with this Lease as a result of Tenant becoming subject to any insolvency proceeding, including, but not limited to, a proceeding under Title 11 of the United States Code, Tenant shall be liable for and pay all Landlord’s attorneys’ fees and expenses in connection with such proceeding. Additionally, if Landlord is the prevailing party in connection with Landlord’s exercise of any of its rights or remedies relating to a Default by Tenant, Landlord shall be entitled to recover reasonable fees and costs attributable to legal services provided by Landlord’s in-house attorneys and other legal staff in connection with such exercise. For purposes hereof, the services of Landlord’s in-house attorneys and other legal staff shall be valued at rates for independent counsel and legal staff prevailing in lower Fairfield County, Connecticut. This Section 21.07 shall not limit Landlord’s right to recover reasonable attorneys’ fees and costs as expressly provided elsewhere in this Lease.

Section 21.08. Counterclaim. If Landlord commences any proceedings for non-payment of Rent, Tenant may interpose any compulsory or mandatory counterclaim required by the applicable procedural rules of the court, but Tenant shall not bring any other counterclaim in any such proceeding. Notwithstanding anything in this Lease to the contrary, (a) the covenants to pay Rent hereunder are independent covenants, and (b) Tenant shall have no right to hold back, offset, or fail to pay any Rent for default by Landlord or any other reason whatsoever. Additionally, in the event Tenant commences any action which tolls or seeks to toll any notice of default sent pursuant to this Lease, or which prevents or seeks to prevent Landlord from exercising any remedy available to Landlord under this Lease, at law, or in equity, Tenant shall pay (without prejudice) to Landlord all Rent due hereunder as the same accrues as a condition to obtaining relief and/or maintaining an action. In the event of any dispute over how much money is owed to Landlord pursuant to any term of this Lease, Tenant shall first pay and continue to pay (without prejudice) all disputed sums billed by Landlord as a condition to commencing and maintaining any action challenging such calculation.

ARTICLE XXII
COMPETITION

Section 22.01. Restriction on Tenant. Tenant agrees that, so long as this Lease shall remain in effect, neither Tenant, any affiliate of Tenant, nor any owner of any interest in Tenant or in any affiliate of Tenant shall directly or indirectly, engage in, own, operate, manage, or be financially interested in any business similar to or competing with that conducted or hereby required to be conducted by Tenant in the Demised Premises within the Radius Restriction set forth in Sub-section 1.01(s). Because of the difficulty or impossibility of determining Landlord's damages that would result from Tenant's violation of such Radius Restriction (including, but not limited to, damages from loss of percentage rent from other tenants and diminished salability, leasability, mortgageability, or economic value of the Shopping Center), for any day that Tenant does not fully comply with the terms of this Section 22.01, Minimum Rent shall be increased by one hundred percent (100%), with such increased Minimum Rent representing the damages which the parties agree Landlord will suffer by Tenant's non-compliance. It is agreed and understood that Tenant’s strict compliance with the terms of this Section 22.01 is a material element of the consideration inducing Landlord to enter into this Lease. Tenant represents and warrants as of the Effective Date that Tenant does not, directly or indirectly, engage in, own, operate, manage, or have any financial interest in any business similar to or competing with that conducted or hereby required to be conducted by Tenant in the Demised Premises such that Tenant would be in violation of this Section 22.01.

ARTICLE XXIII
SECURITY

Section 23.01. Security Deposit. Concurrently with its execution and submission of this Lease, Tenant shall deposit with Landlord and shall maintain on deposit without interest with Landlord, the Security Deposit (set forth in Sub-section 1.01(n)) as security for the full, prompt and faithful performance by Tenant of every term of this Lease to be performed by Tenant. TheSecurity Deposit(a) shall be paid by means of a certified or official bank check, (b) or any portion thereof may, in Landlord’s sole and absolute discretion and without the obligation of Landlord to deliver notice thereof to Tenant, be applied, to the extent required, for the payment of (i) any rents or other sums due hereunder that Tenant fails to pay when due, (ii) any sums that Landlord may expend or be required to expend (including reasonable attorneys' fees and costs) as a result of Tenant's default of any of the terms of this Lease, or (iii) any damage that Landlord may suffer by reason of such default,and (c) shall automatically, and without notice, be forfeited to Landlord if Tenant vacates or abandons the Demised Premises prior to the date of expiration or other termination of this Lease. Such application shall be without prejudice to any and all other rights and remedies that Landlord may have on account thereof under this Lease, at law, or in equity. Upon such application, Tenant shall deposit with Landlord the amount so applied, so that the Security Deposit is restored to its original amount. Landlord shall have exclusive control over the application or non-application of the Security Deposit to any amounts owed by Tenant, and Tenant shall have no right whatsoever to direct the application of the Security Deposit. If Tenant shall faithfully perform all of the termsof this Lease on the part of Tenant to be performed, the Security Deposit (if any), or any then remaining balance thereof, shall be returned to Tenant within thirty (30) days after the later to occur of (a) the date on which Tenant vacates and surrenders possession of the Demised Premises to Landlord in the condition required by this Lease, or (b) the date on which Landlord receives payment of any deficiencies in Common Area Maintenance Charges and/or Real Estate Taxes owed to Landlord by Tenant pursuant to Sections 10.05 and 11.03 above; provided, however, that if the final year-end reconciliation statements given by Landlord to Tenant pursuant to Sections 10.05 and 11.03 above indicate that Tenant does not owe to Landlord any deficiencies in Common Area Maintenance Charges and/or Real Estate Taxes, the Security Deposit (if any), or any then-remaining balance thereof, shall be returned to Tenant within thirty (30) days after the later to occur of (i) the date on which Tenant vacates the Demised Premises, or (ii) the date on which Landlord gives the final year-end reconciliation statements to Tenant pursuant to Sections 10.05 and 11.03 above. Notwithstanding anything herein to the contrary, if the Demised Premises or the Shopping Center is transferred by Landlord, the Security Deposit (if any), or any then-remaining balance thereof, may be turned over to Landlord's successor. If such successor is a mortgagee in possession of the Demised Premises, or any interest therein, through public or private foreclosure or the acceptance of a deed in lieu thereof, such mortgagee shall have no liability to Tenant for return of all or any portion of the Security Deposit, unless, and then only to the extent that, such mortgagee has acknowledged receipt of all or any portion of the Security Deposit. If Landlord turns over the Security Deposit, or any then-remaining balance thereof, to Landlord’s successor, (a) Landlord shall be released from all further liability with respect to the Security Deposit or the return thereof to Tenant and (b) Tenant shall look solely to such successor for such application or return.

ARTICLE XXIV
OPTION TO RENEW

Section 24.01. Option to Renew. Tenant is hereby granted anoption to extend the Lease Term for the Renewal Term set forth in Sub-section 1.01(w), provided that Tenant shall notify Landlord, in writing, not less than twelve (12) months or more than eighteen (18) months prior to the commencement of the Renewal Term of Tenant's exercise of such option, time being of the essence with respect thereto, and provided further that, at the time of notice of renewal as well as at the commencement date of the Renewal Term, (a) Tenant shall not be in default of any of the terms of this Lease (regardless of any applicable period of notice and cure), (b) Tenant shall be occupying the entire Demised Premises and (c) Tenant and any guarantor(s) of this Lease shall have a combined net worth of not less than the combined net worth of Tenant and any guarantor(s) of this Lease (in 2018 U.S. Dollars) as of the Effective Date. In the event Tenant fails to exercise such option within the requisite time period, time being of the essence with respect thereto, such option shall expire and become null and void. The terms of the Renewal Term shall be the same as the terms of this Lease except for the modifications set forth in Sub-section 1.01(w) and except that Tenant shall have no further right of renewal after the expiration of the Renewal Term. It is understood that the option granted Tenant is personal to the named Tenant herein. If this Lease has been assigned or all or a portion of the Demised Premises has been sublet, the option shall be deemed void and neither Tenant nor any assignee or subtenant shall have the right to exercise such option during the term of such assignment or sublease.

ARTICLE XXV
INTENTIONALLY OMITTED

ARTICLE XXVI
MISCELLANEOUS

Section 26.01. Entire Agreement. This Lease contains the entire agreement between the parties hereto and there are no promises, agreements, conditions, warranties, or representations, oral or written, other than as herein set forth. No dealings between the parties or custom shall be permitted to contradict or modify the terms hereof. No modification of this Lease shall be binding unless such modification shall be in writing and signed by the parties hereto. This Lease shall not be construed more strictly against one party than the other because it may have been drafted by one of the parties or its counsel, each having contributed substantially and materially to the negotiation and drafting hereof.

Section 26.02. Notices. Except as may otherwise be expressly set forth in this Lease, any notice, demand, consent, approval, request,statement, confirmation, or other communication permitted or required to be given under this Lease shall be in writing and delivered or sent by either United States certified mail, return receipt requested, postage prepaid, or a nationally recognized overnight mail delivery service (e.g., FedEx, UPS, etc.) and shall be addressed (a) if to Landlord at the address provided in Section 1.01 for Landlord, or at such other address as Landlord may designate by notice, and (b) if to Tenant at the address provided in Section 1.01, at the Demised Premises, or at such other address as Tenant shall designate by notice. Notwithstanding the foregoing, any Notice to Quit given pursuant to Sub-section 21.02(a) above shall be served at the Demised Premises. Notices shall be deemed given on the date of delivery unless delivery is refused or cannot be made, in which event any such refused or undeliverable notice shall be deemed given on the date deposited with the United States Postal Service or overnight mail delivery service, as the case may be. Additionally, no recipient signature shall be required in order for a notice to be effective. Landlord's attorney shall, on behalf of Landlord, have the authority to give and execute any notice or other communication permitted or required hereunder. Tenant shall give the mortgagee(s) set forth in Section 1.01, or such other mortgagee as Landlord may designate by notice, notice of any default that could give rise to Tenant's termination of this Lease or expenditure of money on behalf of Landlord. Such mortgagee(s) shall also be given thirty (30) days after such notice to cure such default (or such additional time as is reasonably required to cure any such default), andTenant may not terminate this Lease until such time has expired. Within ten (10) days after Landlord’s request therefor, Tenant shall deliver to Landlord confirmation of its then-current notice address (including, but not limited to, a valid telephone number and a valid e-mail address for a Tenant contact person at the Demised Premises), as well as the then-current notice address(es) of any guarantor(s) of this Lease.

Section 26.03. Accord and Satisfaction. No payment to or receipt by Landlord of a lesser amount than the then amount of Rent required to be paid hereunder shall be deemed to be other than on account of the earliest amount of such obligation then due hereunder. No endorsement or statement on any check or other communication accompanying a check for payment of any amounts payable hereunder shall be deemed a waiver, an estoppel, or an accord and satisfaction, and Landlord may accept such check in payment without prejudice to its right to recover the balance of any sums owed by Tenant hereunder or pursue any other remedy provided in this Lease or available at law or in equity.

Section 26.04. Consent Withholding. In any case in which Landlord is obligated under this Lease not to unreasonably withhold its approval or consent, Landlord shall not be deemed to have unreasonably withheld approval or consent if its mortgagee shall refuse to permit Landlord to grant such approval or consent.

Section 26.05. Legal Requirements. Tenant shall, at its sole cost and expense, comply with all Laws, with all directions of public officers thereunder, and with all applicable Board of Fire Insurance Underwriters regulations, respecting all matters of use, occupancy, condition, or maintenance of the Demised Premises (as well as any area or equipment outside the Demised Premises which Tenant is obligated to maintain), whether such orders or directions shall be directed to Tenant or Landlord, and Tenant shall timely pay violations, fines and/or penalties that may be issued as a result of a failure by Tenant to so comply. Tenant shall also indemnify and hold Landlord harmless from and against any and all costs or expenses on account of Tenant’s failure to so comply (including, but not limited to, any penalties or other charges imposed for any violation by Tenant). Tenant shall procure and maintain all licenses and permits legally necessary for the operation of Tenant's business and allow Landlord to inspect the same upon request.

Section 26.06. Quiet Enjoyment. Landlord hereby agrees that if Tenant shall (i) pay the Rent herein provided for and (ii) perform and comply with all of the other terms of this Lease on the part of Tenant to be performed and complied with, Tenant shall at all times during the Lease Term hereof have the peaceful and quiet enjoyment and possession of the Demised Premises, subject to all of the terms of this Lease and to any and all Encumbrances, save and except in the event of the taking of the Demised Premises by public authority as hereinbefore provided.

Section 26.07. Rent Demand. Every demand for Rent due wherever and whenever made shall have the same effect as if made at the time it falls due and at the place of payment, and after the service of any notice or commencement of any suit, or final judgment therein, Landlord may receive and collect any Rent due, and such collection or receipt shall not operate as a waiver of nor affect such notice, suit, or judgment.

Section 26.08. Force Majeure. Landlord and Tenant shall be excused for the period of delay in the performance of any of their obligations hereunder, except their respective obligation to pay any sums of money due under the terms of this Lease, and shall not be considered in default, when prevented from so performing by cause or causes beyond Landlord's or Tenant's reasonable control, including, but not limited to, labor disputes, civil commotion, acts of terrorism, war, fire or other casualty, Laws, restrictions, decrees, or acts of God.

Section 26.09. Section Headings. The section headings and title headings contained herein are for convenience only and do not define, limit, construe, or amplify the contents of such sections.

Section 26.10. Governing Law. This Lease shall be governed by and construed in accordance with the Laws of the State of Connecticut and any suit or cause of action brought to enforce the terms hereof shall be heard in the appropriate court of Hartford County, Connecticut, whose decision shall be final and absolute with no right of appeal or rehearing. If any part of this Lease shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect or impair any other term.

Section 26.11. Successors and Assigns. This Lease shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns, subject, however, to the terms of Article XVIII hereof.

Section 26.12. Broker. Each of Landlord and Tenant represents and warrants to the other, that there was no broker or agent instrumental in consummating this Leaseother than __________ (“Broker”). Each of Landlord and Tenant shall indemnify and hold harmless the other against any Claims for brokerage or other commissions arising by reason of a breach of this representation and warranty.Landlord shall pay a commission to Broker pursuant to a separate agreement.

Section 26.13. Transfer by Landlord. Landlord shall have the right to (a) sell or otherwise transfer any or all of its interest in the Shopping Center or any portion thereof and (b) freely assign this Lease, in each case without notice to or consent of Tenant. If Landlord should sell or otherwise transfer Landlord's interest in this Lease or the portion of the Shopping Centerin which the Demised Premises is located, Tenant agrees that Landlord shall thereafter have no obligations and/or liabilities to Tenant under this Lease, or any modifications, extensions, or renewals hereof (it being understood and agreed that Landlord shall be obligated and liable under this Lease only during the period of time while Landlord is the fee owner of the portion of the Shopping Center in which the Demised Premises is located), except for such obligations and/or liabilities which may have accrued prior to the date of such transfer of Landlord's interest.

Section 26.14. No Joint Venture. The terms of this Lease shall not be interpreted to mean that Landlord and Tenant are partners or joint venturers; it being understood that the relationship of the parties hereto is that of landlord and tenant.

Section 26.15. Waiver of Jury Trial. Landlord, on the one hand, and Tenant and all of Tenant’s successors, subtenants and assignees (collectively, for the purposes of this Section 26.15, “Tenant”), on the other hand, shall and do hereby waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other in respect of any matter whatsoever arising out of or in any way connected with this Lease or the relationship of Landlord and Tenant hereunder or Tenant's use or occupancy of the Demised Premises or any claim of injury or damage by either party against the other.

Section 26.16. No Waiver. No failure by Landlord to insist upon the strict performance of any term of this Lease to be kept, observed or performed by Tenant, and no failure by Landlord to exercise any right or remedy consequent upon a default of any such term of this Lease shall constitute a waiver of any such default. A waiver by Landlord with respect to any tenant of the Shopping Center shall not constitute a waiver in favor of any other tenant. Additionally, the fact that Landlord may have a right to take an action under this Lease shall not be construed to mean that Landlord has any obligation to take such action.

Section 26.17. Additional Tenant Representations. In the event that Tenant is a corporation, partnership, or other entity, the person(s) executing this Lease on behalf of Tenant hereby warrants and represents that(a)Tenant is a duly constituted entity in good standing, qualified to do business in the state in which the Demised Premises is located and that such person(s) is/are duly authorized to execute and deliver this Lease on behalf of Tenant, and (b) the ownership structure of Tenant as of the Effective Date is accurately and completely described on Exhibit“” attached hereto. Additionally, Tenant hereby warrants and represents that (i) there is no contract or agreement binding on Tenant which would conflict with or in any way prevent the execution, delivery, or performance by Tenant of the terms of this Lease and (ii) it is paying its debts as they come due and is solvent, and that this Lease shall not render Tenant insolvent or otherwise unable to pay its debts as they come due.

Section 26.18. Site Plan. The Site Plan sets forth the general layout of the Shopping Center and the Demised Premises. Landlord makes no warranty or representation to Tenant that the Shopping Center will be constructed or will remain as shown on the Site Plan. Tenant agrees that Landlord has the right to change or alter any of the stores, Common Areas, or any other aspect of the Shopping Center, and that Landlord has the unrestricted right to construct, reconstruct, reduce, expand and/oradd to the Shopping Center without the consent of or notice to Tenant; provided, however, that the same does not operate to reduce the parking areas below that which is required by Laws. In the event of any permanent reduction or expansion of the Gross Leasable Area of the Shopping Center pursuant to the exercise of Landlord’s rights under this Section 26.18, Tenant’s proportionate share of Common Area Maintenance Charges and Real Estate Taxes shall be proportionately adjusted upon the completion of such reduction or expansion.

Section 26.19. Estoppel Certificate; Reaffirmation; Credit Report. Tenant shall without charge, at any time and from time to time, within ten (10) days after request therefor from Landlord, or from any mortgagee of the Demised Premises, deliver in recordable form a duly executed and acknowledged certificate or statement to the party requesting such certificate or statement certifying (a) that (i) this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified, and stating such modification, and (ii) this Lease (as modified, if applicable) represents the entire agreement between the parties as to this Lease; (b) the Commencement Date, the Rent Commencement Date and the Expiration Date; (c) the amounts of Minimum Rent and Additional Rent then payable under the Lease; (d) the date to which the Minimum Rent and Additional Rent payable hereunder by Tenant has been paid and the amount of all such Minimum Rent and Additional Rent, if any, paid in advance; (e) whether or not there is then existing any claim by Tenant against Landlord hereunder (including, but not limited to, any claim for monies owed) and if so, specifying the nature thereof; (f) that all terms under this Lease to be performed by Landlord have been satisfied or specifying any such terms that have not been satisfied; (g) the then-current ownership structure of Tenant; and (h) any other matters relating to the status of this Lease as shall be requested by Landlord or any such mortgagee. It is intended that any such statement delivered pursuant to this Section 26.19 may be relied upon by Landlord, by a prospective purchaser of Landlord's interest or a mortgagee of Landlord's interest, or by an assignee of any mortgage upon Landlord's interest in the Shopping Center. If Tenant fails to respond within ten (10) days of receipt by Tenant of a request by Landlord as herein provided, Tenant shall be deemed to have given such certificate or statement as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee. Tenant shall also without charge, at any time and from time to time, within ten (10) days after request therefor from Landlord, obtain an unconditional reaffirmation of guaranty from each guarantor of this Lease in such form as may be required by Landlord, whether or not such a reaffirmation is legally required. Tenant agrees that Landlord may from time to time, and at any time prior to the satisfaction of all of Tenant’s obligations under this Lease, obtain credit/consumer reports on Tenant.

Section 26.20. Recordings. Neither this Leasenor anyother document or instrument of any kind shall be recorded or permitted by Tenant to be recordedagainst the Demised Premises or the Shopping Center without Landlord’s consent. All conveyance fees and transfer taxes that are due as a result of the execution and delivery of this Lease, if any, shall be paid for by Tenant, and Tenant shall indemnify and hold Landlord harmless from all costs, liabilities and expenses arising therefrom. Unless otherwise required by Laws, Tenant shall not disclose any of the Rent terms of this Lease other than to the extent reasonably required by Tenant’s lenders, attorneys and accountants.

Section 26.21. Limitation of Liability. Notwithstanding anything in this Lease to the contrary, no holder of any equity interest in Landlord, and no officers or directors of Landlord or of any holder of any equity interest in Landlord, shall be subject to personal liability with respect to any of the terms of this Lease, nor shall Landlord have any liability to Tenant for any punitive damages or consequential damages such as, but not limited to, lost profits. Tenant shall look solely to the equity of Landlord in the Shopping Center and the rents, issues and profits derived therefrom for the satisfaction of the remedies of Tenant in the event of a breach by Landlord. If Landlord shall fail to perform any term of this Lease upon Landlord's part to be performed and, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon the execution of such judgment and levy thereon against the right, title and interest of Landlord in the Shopping Center and out of rents or other income from the Shopping Center receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Shopping Center, and neither Landlord nor any of the members, partners, beneficiaries, officers, directors, trustees, venturers, shareholders, or affiliates of Landlord shall be personally liable for any deficiency. It is mutually agreed that this clause is and shall be considered an integral part of this Lease.

Section 26.22. Effectiveness of Lease. Submission of this Lease for examination or execution by Tenant does not constitute a reservation of nor an option for lease, and this Lease shall not have any binding effect unless and until each of Landlord and Tenant shall have executed this Lease and fully-executed copies of it have been delivered to each of Landlord and Tenant, or to their respective attorneys. Additionally, under no circumstances shall this Lease be deemed effective until the Effective Date.

Section 26.23. Easements for Peripheral Land. Tenant acknowledges that Landlord is either the owner or may become the owner of land adjacent and peripheral to the Shopping Center and that such land may be developed in the future by Landlord, future owners, or others, with the construction of buildings, single and/or multiple story, and other improvements, and Tenant agrees that the owner(s), present and future, occupants, employees and invitees of such peripheral and adjacent land may be given the right by Landlord to use the parking areas of the Shopping Center and shall have easements of access, ingress and egress and utility easements over, under, through and upon the Common Areas of the Shopping Center for the benefit of such peripheral and adjacent land, and such easements shall be, automatically, and without any further action or documentation, upon recording of the same, superior to any rights granted hereunder to Tenant to the Common Areas of the Shopping Center.

Section 26.24. Right of Access. Landlord and its agents may, upon prior notice to Tenant enter upon the Demised Premises for the purpose of inspecting, making repairs, replacements, alterations or improvements to the Demised Premises or any other portion of the Shopping Center, and for the purpose of showing the Demised Premises to prospective purchasers, lenders, or lessees. Such notice may be given to Tenant by telephone or e-mail. Additionally, Landlord and its agents may enter upon the Demised Premises at any time without notice to Tenant in order to address any emergency or any apparently imminent threat to (a) health or safety, or (b) the condition of the Demised Premises or other portions of the Shopping Center (which shall include, but not be limited to, any failure by Tenant to keep the Demised Premises sufficiently heated to prevent freezing of water in pipes and fixtures in and about the Demised Premises and/or to keep the electricity service to the Demised Premises in place at all times). No such entry by Landlord or its agents shall be deemed to constitute an actual or constructive eviction, and Tenant shall not be entitled to any abatement of Rent as a result of such entry.

Section 26.25. Use of Certain Terms. The word “default” shall be deemed and taken to encompass and include the words “breach” and “violation”, as well as the word “default”. The word “terms” shall be deemed and taken to encompass and include the words “conditions” and “covenants”, as well as the word “terms”. The word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference even though Landlord or Tenant may be an individual, a corporation, or other entity, or a group of two or more individuals, corporations, or other entities. The necessary grammatical changes required to make the terms of this Lease apply in the plural sense where there is more than one Landlord or Tenant and to either corporations, associations, partnerships, other entities, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. Additionally, all of the covenants, promises and agreements of Tenant in this Lease shall be deemed and construed to be “conditions” as well as “covenants”, as if the words specifically expressing or imparting covenants and conditions were used in each separate instance. Finally, the term “business day” shall mean any day, other than Saturday or Sunday, on which commercial banks in Connecticut are open for the general transaction of business.

Section 26.26. Survival of Obligations. The terms of this Lease with respect to any obligation of Tenant to pay any sum owing or to perform any act after the expiration or other termination of this Lease shall survive the expiration or other termination of this Lease.

Section 26.27. Landlord's Right to Relocate Tenant.Landlord shall have the right to relocate the Demised Premises at any time prior to or during the Lease Term, subject to all of the following terms: (a) Landlord shall give Tenant not less than thirty (30) days notice of Landlord’s exercise of the right to relocate the Demised Premises within the Shopping Center, such notice to specify the location and size of the relocated Demised Premises (the “Relocation Notice”); (b) Landlord shall be responsible, at its sole cost and expense, for Tenant's relocation to the relocated Demised Premises, including, but not limited to, (i) the hard and soft costs of constructing and finishing the interior of the relocated Demised Premises in a manner comparable to the condition of the original Demised Premises as of the date that the Relocation Notice is given, and (ii) the costs and expenses of Tenant’s physical move to the relocated Demised Premises and the installation of any trade fixtures that are moved from the original Demised Premises to the relocated Demised Premises (provided that if it is not commercially reasonable to move Tenant’s trade fixtures from the original Demised Premises to the relocated Demised Premises, then Landlord shall instead provide comparable replacement trade fixtures in the relocated Demised Premises) (collectively, the “Relocated Demised Premises Delivery Condition”); (c) Tenant shall have ten (10) business days from the date that possession of the relocated Demised Premises is delivered to Tenant in Relocated Demised Premises Delivery Condition within which to complete the move to the relocated Demised Premises and open for business therein and to surrender possession of the original Demised Premises to Landlord in the condition required under this Lease for surrender of the Demised Premises upon the expiration or sooner termination of this Lease (“Surrender Condition”); (d) the square footage of the relocated Demised Premises shall not deviate from that of the original Demised Premises by more than ten percent (10%); (e) all Minimum Rent and Additional Rent shall abate from the time Tenant closes for business in the original Demised Premises until the time Tenant opens for business in the relocated Demised Premises, but in no event shall such abatement exceed ten (10) business days from the date that possession of the relocated Demised Premises is delivered to Tenant in Relocated Demised Premises Delivery Condition; (f) Tenant shall not be required to move during the months of October, November and December; and (g) Minimum Rent and all Additional Rent based on square footage shall remain the same except that Minimum Rent and such Additional Rent shall be adjusted, if necessary, to account for any increase or decrease in square footage of the relocated Demised Premises. For purposes of this Section 26.27, (i) “original Demised Premises” means the Demised Premises from which Landlord is relocating Tenant and (ii) “relocated Demised Premises” means the Demised Premises to which Tenant is being relocated as set forth in the Relocation Notice. From and after the date that Tenant is required hereunder to complete the move to the relocated Demised Premises, the term “Demised Premises” as used in this Lease shall mean the relocated Demised Premises; provided, however, Tenant shall not be relieved of any obligations and/or liabilities accruing or arising under this Lease on or prior to the date on which Tenant vacates and surrenders possession of the original Demised Premises in Surrender Condition.

Section 26.28. Environmental. Tenant shallnot introduce or permit to be introduced any Hazardous Materials (as defined below) onto the Demised Premises or Shopping Center without (i) first obtaining Landlord's consent and (ii) complying with all Laws pertaining to the transportation, storage, use, or disposal of such materials, including, but not limited to, obtaining proper permits. If the transportation, storage, use, or disposal of Hazardous Materials by Tenant (or any officer, contractor, subcontractor, assignee, subtenant, concessionaire, licensee, agent, servant, or employee of Tenant) in, on, under, or about the Demised Premises or Shopping Center results in (i) contamination of the soil or surface or ground water, or (ii) loss or damage to person(s) or property, then Tenant agrees (A) to notify Landlord immediately of any contamination, claim of contamination, loss, or damage, (B) after consultation and approval by Landlord, to clean up the contamination at Tenant's cost and in full compliance with all Laws, and (C) to indemnify, defend and hold Landlord and Landlord's mortgagees, agents, employees, officers, directors, trustees, members, partners and shareholdersharmless from and against any Claims of any and every kind and nature (including, but not limited to, diminution in value of the Demised Premises or the Shopping Center and damages for the loss or restriction on use of the leasable space or of any amenity of the Demised Premises or the Shopping Center, which may arise during or after the Lease Term or any extension thereof as a result of such contamination) arising from or connected with any such contamination, claim of contamination, loss, or damage. As used in this Lease, "Hazardous Material(s)" shall mean any hazardous, toxic, or radioactive substance, material, matter (including, but not limited to, mold, fungi, bacteria and other microbials), or waste, which is or becomes regulated by any Laws, and shall include, but not be limited to, asbestos, petroleum products, the terms "Hazardous Substance" and "Hazardous Waste" as defined in the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), as amended, 42 U.S.C. 6901 et seq. and any other hazardous, toxic, or radioactive substance, material, matter or waste. This Section 26.28 shall survive the expiration or other termination of this Lease.

Section 26.29. Landlord Defaults. Landlord shall in no event be charged with default of any of its obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default) after notice to Landlord by Tenant, specifically describing such failure. Notwithstanding anything in this Lease to the contrary, Tenant’s sole available remedy with respect to any decision by Landlord to withhold consent to any Assignment or Sublease shall be the remedy of specific performance.

Section 26.30. Joint and Several Liability. If Tenant is a partnership or other business organization, the members of which are subject to personal liability, the liability of each such member shall be deemed to be joint and several.

Section 26.31. Anti-Terrorism Law. Tenant represents and warrants to Landlord as follows:

(a) Neither Tenant, its constituents or affiliates nor any of their respective agents (collectively, the "Tenant Parties") is in violation of any Laws relating to terrorism or money laundering, including, but not limited to, Executive Order No. 13224 on Terrorist Financing, the U.S Bank Secrecy Act, as amended by the Patriot Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act and all regulations promulgated thereunder, all as amended from time to time (collectively, "Anti-Terrorism Law"). As used in this Section 26.31 and elsewhere in this Lease, an "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As used in this Section 26.31 and elsewhere in this Lease, the term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. As used in this Section 26.31 and elsewhere in this Lease, the term “person” means an individual person or any other form of entity.

(b) No action, proceeding, investigation, charge, claim, report, or notice has been filed, commenced, or threatened against any of the Tenant Parties alleging any violation of any Anti-Terrorism Law.

(c) None of the Tenant Parties has, after due inquiry, knowledge of any fact, event, circumstance, situation, or condition that could reasonably be expected to result in any action, proceeding, investigation, charge, claim, report, notice, or penalty being filed, commenced, threatened, or imposed against any of them relating to any violation of or failure to comply with any Anti-Terrorism Law.

(d) None of the Tenant Parties is a "Prohibited Person". A Prohibited Person means any of the following:

(i) A person or entity that is "specially designated" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control, or which is owned, controlled by or acting for or on behalf of any such person or entity;

(ii) A person or entity with whom Landlord is prohibited from dealing by any Anti-Terrorism Law;

(iii) A person or entity that commits, threatens, or conspires to commit or supports "terrorism", as defined in any Anti-Terrorism Law.

(e) None of the Tenant Parties:

(i) Knowingly conducts any business or transactions or makes or receives any contribution of funds, goods, or services in violation of any Anti-Terrorism Law;

(ii) Engages in or conspires to engage in any transaction that evades or avoids, has the purpose of evading or avoiding or attempts to violate any of the prohibitions of any Anti-Terrorism Law.

Additionally, Tenant shall not:

(f) Knowingly conduct any business or transaction or make or receive any contribution of funds, goods, or services in violation of any Anti-Terrorism Law;

(g) Engage in or conspire to engage in any transaction that evades or avoids, has the purpose of evading or avoiding or attempts to violate any of the prohibitions of any Anti-Terrorism Law.

Finally, Tenant shall promptly deliver to Landlord (but in any event within ten (10) days of Landlord’s request) any certification or other evidence requested from time to time by Landlord, in its reasonable discretion, confirming Tenant’s compliance with the foregoing.

Section 26.32. Financial Statements. Not more often than once in any calendar year, within fifteen (15) days after Landlord’s request therefor, Tenant shall deliver to Landlord (a) a current, accurate, complete and detailed balance sheet of Tenant (dated no more than thirty (30) days prior to Landlord’s request), including a profit and loss statement, a cash flow summary, and all accounting footnotes, all prepared in accordance with generally accepted accounting principles consistently applied and certified by Tenant to be a fair and true presentation of Tenant’s current financial position, (b) a current, accurate, complete and detailed financial statement of Tenant audited by an independent certified public accountant and (c) current bank references for Tenant.

Section 26.33. Unrelated Business Taxable Income.

(a) If at any time and from time to time during the Lease Term, Landlord is advised by its counsel or counsel to a tax exempt partner of the managing partner of Landlord that any term of this Lease, including, but not limited to, the terms relating to the payment of Rent, or the absence of any term, might give rise to unrelated business taxable income within the meaning of Section 512 of the Internal Revenue Code of 1986, as amended, or the regulations issued thereunder, or may jeopardize the tax-exempt status of any partner in Landlord or any partner in a partnership that is a partner in Landlord, or may prevent any such partner from obtaining such tax-exempt status, then this Lease may be unilaterally amended by Landlord in such manner as shall meet the requirements reasonably specified by counsel for Landlord, and Tenant shall execute all documents or instruments necessary to effect such amendments, provided that no such amendment shall result, on an estimated basis, in Tenant having to pay in the aggregate more on account of its occupancy of the Demised Premises than it would be required to pay under the terms of this Lease, or having to receive fewer services or services of lesser quality than it is presently entitled to receive under this Lease.

(b) Any services which Landlord is required to furnish pursuant to the provisions of this Lease may, at Landlord's option, be furnished from time to time, in whole or in part, by employees of Landlord or the managing agent of the Shopping Center or its employees, or by one or more third persons hired by Landlord or the managing agent of the Shopping Center. Upon Landlord's request, Tenant shall enter into direct agreements with the managing agent of the Shopping Center or other parties designated by Landlord for the furnishing of any such services required to be furnished by Landlord herein, in form and content approved by Landlord; provided, however, that no such contract shall result, on an estimated basis, in Tenant having to pay in the aggregate more money on account of its occupancy of the Demised Premises under the terms of this Lease, or having to receive fewer services or services of a lesser quality than it is presently entitled to receive under this Lease.

Section 26.34. Tenant Concessions. (a) Tenant represents and warrants to Landlord that it is in sound financial condition and will be able to fulfill all of its obligations under this Lease. All amounts of free Minimum Rent and Additional Rent granted to Tenant at any time under this Lease(e.g., for the period from the Commencement Date through the day prior to the Rent Commencement Date, etc.) and all costs relating to the, all costs relating to theperformance of Landlord’s Work, and the Tenant Allowance (collectively, “Landlord's Concessions”) are based on such representation and warranty, and are specifically conditioned on Tenant remaining current on all of its Rent payment obligations and in full compliance with all of its other obligations under this Lease.

(b) Within forty five (45) days following (i) completion of fifty percent (50%) of Tenant’s Initial Alterations in accordance with (A) the terms of Article IV and (B) the plans and specifications therefor approved by Landlord; (ii) certification from Tenant’s general contract and architect on AIA form 702/703 (or similar form reasonably acceptable to Landlord) that fifty percent (50%) of Tenant’s Initial Alterations is complete; (iii) submission to Landlord of a detailed breakdown of Tenant's “hard” construction costs for not less than fifty percent (50%) of Tenant’s Initial Alterations, together with receipted invoices showing payment thereof in an amount not less than the First Tenant Allowance Installment (as defined below); and (iv) delivery to Landlord of such original, lien waivers, releases and other documentation as Landlord may reasonably require (and acknowledged by a notary public, if required by Landlord) in order to conclusively determine that all mechanic's lien claims have been released with respect to an amount not less than the First Tenant Allowance Installment, Landlord shall pay to Tenant fifty percent (50%) of the “hard” construction costs incurred by Tenant in performing leasehold improvements as part of Tenant's Initial Alterations (the “First Tenant Allowance Installment”).

(c) Within forty five (45) days following (i) completion of Tenant’s Initial Alterations in accordance with (A) the terms of Article IV and (B) the plans and specifications therefor approved by Landlord; (ii) issuance of a final unconditional certificate of occupancy for Tenant’s Initial Alterations; (iii) submission to Landlord of a detailed breakdown of Tenant's final and total “hard” construction costs for Tenant’s Initial Alterations, together with receipted invoices showing payment thereof; (iv) delivery to Landlord of such original, lien waivers, releases and other documentation as Landlord may reasonably require (and acknowledged by a notary public, if required by Landlord) in order to conclusively determine that all mechanic's lien claims have been released with respect to Tenant's Initial Alterations; (v) Tenant having opened for business to the general public in the Demised Premises, and (vi) Tenant’s payment of the first month of Minimum Rent,Tenant’s proportionate share of Common Area Maintenance Charges and Tenant’s proportionate share of Real Estate Taxes after the Rent Commencement Date Landlord shall pay to Tenant, an amount up to the remaining balance of the Tenant Allowance (the “Second Tenant Allowance Installment”).

(d) In the event there are claims unpaid, work unfinished, or unsatisfied mechanic's liens with respect to Tenant's Initial Alterations that have not been bonded off or otherwise secured, Landlord shall have no obligation to pay the Tenant Allowance or any portion thereof until such time as all such claims are paid, work is finished and liens are settled. Alternatively, at Landlord’s sole discretion, Landlord shall have the right to retain from the amount due Tenant a sum sufficient to fully pay for all such claims, unfinished work, or liens and to thereafter pay the same directly to the party(s) entitled thereto. It is understood and agreed that the Tenant Allowance shall only be applied to “hard” construction costs and shall not be applied to “soft” construction costs. For purposes of this Section 26.34, “hard” construction costs shall mean only those costs incurred and paid by Tenant for the actual, physical construction of improvements and installation of building systems in the Demised Premises in connection with Tenant's Initial Alterations (i.e., the cost of construction materials and physical labor) and shall not include any so-called “soft” costs (including, but not limited to, permit and filing fees and costs, architectural fees, engineering fees and legal fees) or any costs for Tenant's trade fixtures, furnishings, equipment, inventory, or other personal property. Notwithstanding anything herein to the contrary, if all of the requirements set forth herein for the payment of the Tenant Allowance are not satisfied by the date that is two hundred seventy (270) days after the Commencement Date, then this Section 26.34 shall be deemed void and Landlord shall have no obligation to pay the Tenant Allowance to Tenant .

Section 26.35.Restriction on Landlord. (a) Provided that Tenant is not then in Default under this Lease, Landlord shall not enter into any lease with another tenant for premises in the Shopping Center whose primary use of its premises thereunder is for the operation of a ______________________________ (the “Restrictive Covenant”). Tenant acknowledges and agrees that the Restrictive Covenant shall not apply to (i) any leases or occupancy agreements existing as of the Effective Date, or (ii) the tenants or other occupants under such existing leases or occupancy agreements and/or its or their replacements, successors, assigns and/or sublessees.

(b) If the Restrictive Covenant, or any enforcement of same, violates, or is alleged or claimed to violate, any federal, state or local anti-trust law or other law, governmental rule or regulation, then (i) Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses, costs, damages and expenses (including, but not limited to, reasonable attorney's fees) asserted against or suffered by Landlord resulting from any liability or obligation of Landlord, arising out of, or in connection with, such violation, or alleged or claimed violation, and (ii) the Restrictive Covenant shall immediately be deemed void and of no further effect and this Lease shall otherwise continue in full force and effect.

[Signature and acknowledgment pages follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first written above.

Signed in the Presence of:

Witness: ___________________________

Printed Name: _______________________

TENANT

BURLINGTON COAT FACTORY! , a_______________ _______________

By:_________________________________

Name:

Title:

TENANT ACKNOWLEDGMENT

State of Connecticut

County of _______________ ss:_______________ (Town/City)

On this the ___ day of __________, 2018 , before me _________________, the undersigned officer, personally appeared _______________________, who acknowledged himself/herself to be the ________________ [title] of ___________________ a _________________________ [corporation/LLC/LP] , and that he/she as such ___________, being authorized so to do executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as ______________.

In witness whereof I hereunto set my hand.

____________________

Signature of Notary Public

Date Commission Expires: ___________

LANDLORD ACKNOWLEDGMENT

State of Connecticut

County of _______________ ss:_______________ (Town/City)

In witness whereof I hereunto set my hand.

____________________

Signature of Notary Public

Date Commission Expires: ___________

EXHIBIT A

SITE PLAN

EXHIBIT B

LANDLORD’S WORK

Landlord shall, at its expense, incorporate the following construction in the Demised Premises:

1. DEMISING WALLS:

Metal studs with 5/8" fire code sheetrock from concrete slabs to underside of roof deck, taped and sanded ready to receive Tenant's finish.

2. STOREFRONT/DOORS:

Landlord shall install standard glass windows and/or aluminum frame storefront. Landlord shall be allowed to utilize any existing storefront windows. Landlord shall provide one standard aluminum and glass entrance door. Landlord shall install one standard metal rear entrance door to the Demised Premises or deliver an existing door in good working order.

3. FLOOR:

Concrete slab, troweled smooth.

4. CEILING:

Acoustic tile set in 2' x 4' exposed grid suspension system in the sales area. Ceiling height shall be 11 feet above floor level except in toilet room where it will be 8 feet above floor level.

5. ELECTRIC:

Service characteristics of 200 amp service or service indicated on Landlord's plans at 120/208 volts three phase, 4 wire, including meter socket, feeder conduit to panel, all feeders, disconnects and panels. One duplex convenience outlet will be installed every twenty feet along the demising wall.

6. HEATING, VENTILATING AND AIR CONDITIONING:

Combination heating and air conditioning unit per Landlord's design with supply air duct work and diffusers. The HVAC cooling capacity will be designed for a lighting load of 2 watts per square foot, a miscellaneous electrical load of 1/2 watt per square foot and a people load of one person per 200 square feet. Based on this design criteria, the HVAC system will maintain an interior temperature of 78°F when the outside temperature is 95°F and will maintain an interior temperature of 65°F when the outside temperature is -5°F.

7. PLUMBING:

Supply one handicapped accessible restroom that meets or exceeds all Laws. The restroom shall include, but not be limited to, the following components:

a. Sink (ADA approved)

b. Lavatory (ADA approved)

c. Exhaust fan and switch

d. ceiling

e. Grab bars (ADA approved)

f. Walls taped and finished ready for tenant's finishes

g. One (1) 2' x 4' fluorescent light fixture and switch

h. Floor slab smooth and ready for tenant's finish

i. 3'-0" x 7'-0" Hollow metal door frame

j. 3'-0" x 7'-0" Paint grade flush wood door

k. Door closer/mounted at interior of toilet room door only w/5psi force max

l. Privacy lock/"Schlage S40s Rhodes" W/626 fin

m. Hinges/ 4" commercial grade w/ chrome fin

n. One (1) 18" x 24" mirror

o. Toilet paper roll holder

8. CEILING LIGHT:

General illumination consisting of 2' x 4', 4 tube fluorescent fixtures with cool white lamps based on approximately one fixture per 100 square feet of Gross Leasable Area, spaced and located per Landlord's drawing, including combination light fixture/exhaust fan in toilet room. Exit signs and emergency lights will be installed as required by local code requirements.

9. UTILITIES:

Tenant shall arrange directly with the utility companies for commencement of services.

10. SPRINKLER SYSTEM:

Landlord shall furnish and install a sprinkler system in accordance with Landlord's plans. Sprinkler heads and required coverage shall be based on Landlord's typical store layout and any modifications required to the system as a result of Tenant's Initial Alterations shall be performed by Landlord's contractor or other contractor approved by Landlord and at Tenant's sole cost and expense.

EXHIBIT C

LANDLORD’S EXTERNAL SIGNAGE CRITERIA

EXHIBIT D

TENANT’S OWNERSHIP STRUCTURE

SHAREHOLDER/MEMBER/PARTNER NAME & ADDRESS	MEMBERSHIP/SHAREHOLDER/ PARTNERSHIP INTEREST (%)

GUARANTY OF LEASE

THIS GUARANTY OF LEASE (this “Guaranty”) is made as of the date of the Lease (as defined below) by__________ , an individual residing at _______________ , _____ , _____ _____ (the “Guarantor ”), in favor of NPP Partners LLC, aDelawarelimited liability company with offices at 321 Railroad Avenue, Greenwich, CT 06830 ("Landlord").

WITNESSETH:

WHEREAS, BURLINGTON COAT FACTORY! , a_______________ _______________ with an address of _________________________ , _______________ , ___ _______ , Attn: ____________________ ("Tenant"), is executing and delivering to Landlord that certain Lease Agreement dated as of _______ __, 2018 (the "Lease") covering certain premises known as Space No. _____ , located at and forming a part of New Pacific Place, situated in County of Hartford, State of Connecticut (as more particularly described in the Lease, the "Demised Premises"); and

WHEREAS, Landlord is unwilling to enter into the Lease without further collateral security in the form of a personal guaranty by Guarantors of Tenant's obligations under the Lease; and

WHEREAS, Guarantors each acknowledge and agree that Landlord’s agreement to enter into the Lease is of real and substantial personal benefit to Guarantor s, individually and jointly; and

WHEREAS, to induce Landlord to execute the Lease, Guarantorsherein desires to execute this Guaranty.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease by Landlord, the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, Guarantors agree s as follows:

1. Guarantors, jointly and severally, absolutely and unconditionally, guarantees to Landlord and hereby become surety for (a) the punctual payment of all payments due from Tenant in connection with the Lease (including, but not necessarily limited to, Minimum Rent and Additional Rent) and (b) the performance in accordance with the Lease of all of the conditions and covenants of the Lease to be performed by Tenant, together with all legal and other expenses of enforcement and/or collection (including reasonable attorneys' fees and expenses in accordance with and subject to Section 21.07 of the Lease) . It is understood and agreed that the foregoing obligations of Guarantors shall also apply to all payments due from Tenant, and all conditions and covenants to be performed by Tenant, following the expiration or termination of the Lease (including, but not necessarily limited to, any period during which Tenant holds over in possession of the Demised Premises). Guarantors hereby expressly and unconditionally waive demand, notice of presentment and non-payment, protest and notice of protest, and consent that the time for payments by Tenant may be extended by Landlord without notice to or further consent from Guarantors. Guarantor s each individually do further agree to pay any amount due under the Lease immediately upon the expiration of five (5) days after written notice of the default of Tenant as to any one or more of the terms and conditions of the Lease, it being understood that all payments due under the Lease may be accelerated and shall become due and payable upon default of any one or more of the terms and conditions of the Lease as provided therein. Guarantor s each individually shall also be responsible to Landlord for all costs and expenses (including reasonable legal fees and expenses for independent attorneys and legal staff as well as Landlord’s in-house attorneys and legal staff) incurred by Landlord in enforcing this Guaranty. For purposes of the foregoing sentence, the services of Landlord’s in-house attorneys and other legal staff shall be valued at rates for independent counsel and legal staff prevailing in lower Fairfield County, Connecticut.

2. Any waiver by Landlord of default on the part of Tenant, or its successors or assigns, or any failure on the part of Landlord to enforce its rights against Tenant, or its successors or assigns, shall not affect the absolute and unconditional liability of Guarantors hereunder, and any extensions of time granted by Landlord to Tenant, or its successors or assigns, shall not release Guarantors from the obligations hereunder. Any waiver by Landlord of any default shall be limited to that particular instance and shall not operate or be deemed to waive any other then-existing or future default. If any part of this Guaranty shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect or impair any other term.

3. Guarantors hereby further agree that in addition to all of the other provisions in this Guaranty, but not by way of limitation thereof, Landlord may do any of the following with or without notice to Guarantors without affecting the liability of Guarantors in any way: exchange, increase or decrease, or surrender all or any part of the security held by Landlord for the said obligation, or Landlord may substitute new security for all or any portion thereof, whether or not the new security shall be equal in value with the security substituted.

4. Guarantors expressly waive any right to require Landlord to: (a) proceed against Tenant; (b) proceed against or exhaust any security held from Tenant, it being expressly understood that this is a guaranty of payment not of collection; (c) have Tenant joined with Guarantors in any suit arising out of this Guaranty and/or under the Lease; (d) proceed against other guarantors, if any, it being expressly understood and agreed that the obligations of Guarantors hereunder shall not be reduced or limited by reason of any similar or dissimilar guarantee executed in favor of Landlord by any other person and this Guaranty shall be enforceable against Guarantors without regard to such other guarantee; or (e) pursue any other remedy whatsoever available to Landlord. Guarantors waive any defense arising by reason of any disability, lack of corporate authority or power, novation, or other defense of Tenant or any other guarantor of any of the obligations or liabilities under the Lease, and shall remain liable hereon regardless of whether Tenant or any other guarantor be found not liable thereon for any reason. Unless and until all obligations of Tenant under the Lease are fully performed and the indebtedness under the Lease is paid in full, Guarantors irrevocably waive, and agree not to assert or claim, any direct or indirect rights of subrogation, reimbursement, indemnification, contribution or similar rights against Tenant or any other person liable for performance or payment under the Lease (whether arising by contract, by law, in equity or otherwise) as a consequence of this Guaranty.

5. It is further agreed that should (a) Landlord and Tenant recast, amend, modify, extend, renew, terminate and/or reinstate the Lease, or (b) Landlord or Tenant assign all or any portion of the Lease, any such action shall not affect the liabi lity of Guarantors in any way, and no reaffirmation or other confirmation of Guarantors’ continuing liability under this Guaranty shall be required.

6. Guarantors further unconditionally guarantee to the same effect as above stated, the proper performance of all agreements and undertakings given to Landlord in the above mentioned transaction by way of collateral security.

7. Guarantors acknowledge and confirm to Landlord that Guarantors have not been induced to execute and deliver this Guaranty as a result of, and is not relying upon, any representations, warranties, conditions or agreements, whether express or implied or written or oral, by Landlord, Tenant or any other person.

8. Without limiting the generality of the foregoing or any other provision of this Guaranty, Guarantors hereby agree to indemnify and save Landlord harmless from any loss, claim, demand or charge whatsoever, arising out of or resulting from the default of Tenant under the Lease.

9. Guarantors shall be jointly and severally liable for the obligations hereunder, and all provisions hereof shall apply to such person. Landlord shall be deemed to have reserved its rights against each Guarantor in connection with any settlement, compromise or release of any other person (including any other guarantor) liable for performance or payment under the Lease.

10. Guarantors agree that Landlord may from time to time, and at any time prior to the satisfaction of all of Tenant’s obligations under the Lease, obtain credit/consumer reports on Guarantors.

11. This Guaranty shall continue in full force and effect notwithstanding any insolvency or bankruptcy of Tenant.

12. This Guaranty is and shall be in every particular available to the successors and assigns of Landlord and is and shall always be fully binding upon the heirs, legal representatives, successors and assigns of Guarantors. This Guaranty shall be construed in accordance with and governed by the laws of the State of Connecticut. Guarantors hereby consent to service of process, and to be sued, in the state or federal courts located in the State of Connecticut , and consent to the jurisdiction of the courts of the State of Connecticut and the United States District Court for the District in which the Demised Premises is located for the purpose of any action, suit or proceeding arising out of any of the obligations of Guarantors hereunder or with respect to the transactions contemplated hereby, and expressly waive any and all objections that Guarantors may have as to venue in any such courts. Guarantors also agree that service of process in any such action, suit or proceeding may be made on Guarantors by mailing a copy thereof to Guarantors by certified or registered mail at Guarantors’ address(es) then appearing in Landlord's records. Guarantors waive the right of trial by jury in any such action, suit or proceeding commenced by Landlord and agree not to interpose any counterclaims or setoff of any nature in any such action, suit or proceeding except mandatory counterclaims with same facts and circumstances.

13. As used herein, the term “Guarantor’s Assets” shall mean, with respect to each Guarantor, any and all tangible and intangible assets with respect to which such Guarantor now or hereafter has any ownership interest (including, but not limited to, any assets held now or hereafter with a spouse). Each Guarantor represents, warrants and agrees that (i) such Guarantor will not transfer or permit to be transferred all or substantially all of Guarantor’s Assets, (ii) such Guarantor will not transfer or permit to be transferred any of Guarantor’s Assets if such transfer would impair such Guarantor’s ability to perform such Guarantor’s obligations under this Guaranty and/or to make payments that may be required under the terms of this Guaranty and (iii) such Guarantor will not transfer any of Guarantor’s Assets if such transfer would leave such Guarantor with a net worth less than such Guarantor’s potential liability under this Guaranty. Each Guarantor agrees that such Guarantor will deliver such Guarantor’s personal financial statements upon Landlord’s request and have same certified by his accountant upon request of Landlord; provided, however, that each Guarantor shall only be obligated to deliver such Guarantor’s personal financial statements one (1) time per calendar year (unless Tenant is in Default under the Lease and/or any Guarantor is in default hereunder, in which case Landlord may request such financial statements without regard to the timing of the most recent request therefor).

14. Capitalized terms not otherwise defined herein, if any, have the meanings given to them in the Lease.

[Signature and acknowledgment page follows.]

IN WITNESS WHEREOF, this Guaranty has been executed as of the date of the Lease.

_____________________________	135-55-5901____________________________
__________	Social Security Number

SPOUSAL NON-TRANSFER OF ASSETS AGREEMENT

I, the undersigned, expressly acknowledge and agree that I shall not initiate and/or take part in the transfer of any funds and/or other assets held jointly with my spouse (and/or any other party(ies)) that could place my spouse, as “Guarantor”, in breach of any obligations and/or liabilities set forth in the Guaranty of Lease to which this Spousal Non-Transfer of Funds Agreement is attached.

______________________________

[Name]

[Address]

(State of ___________________)

) ss:

(County of _________________)

On this ____ day of __________, 201_, before me ___________________ (name of notary) the undersigned officer, personally appeared _____________ , to me known and known to me to be the person described in and who executed the foregoing instrument, and (s)he duly acknowledged to me the execution of the same.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

________________________

Signature of Notary Public

(Seal)

My commission expires:

v.1 New Pacific Place – Starbucks, Inc.

Basic terms

ARTICLE I ​​​BASIC LEASE TERMS​

(a) ​​​Shopping Center:New Pacific Place, situated in the City of Hartford, County of Hartford, State of Connecticut.(Article II).​

(b) ​​​Demised Premises:As more particularly described in Sub-section 2.01(c) below,space #_____​containing​​​​approximately ​​​​4​ square feet of Gross Leasable Area (as defined in Section 2.01 below). (Articles II and III). ​

(c) ​​​Tenant's Trade Name:Burlington Coat Factory​. (Article VII).​

(d) ​​​Permitted Use:__________​; and for no other use or purpose whatsoever. (Article VII).​

(f) ​​​Rent Commencement Date: ​​​​The earlier to occur of (i) _____​ (___​)days after the Commencement Date, or (ii) the date Tenant opens for business in the Demised Premises. (Articles V and VI).​

(g) ​​​Expiration Date:The last day of the calendar month in which the fifth​ (5th​) anniversary of the ​​​​Rent Commencement Date​​​​occurs​​​​, unless the Lease Term is extended as provided herein​​​​. (Article V).​

(h) ​​​Minimum Rent during Lease Term: (Article VIII).​

(i) ​​​Gross Sales Reports: (Article IX).​

(j) ​​​Common Area Maintenance (CAM) Charge: (Article X).​

(k) ​​​Real Estate Tax Charge: (Article XI).​

(l) ​​​Advertising Requirement. (Article XII).​

(m) ​​​Grand Re-Opening Requirement: (Article XII).​

(n) ​​​Security Deposit _____​. (Article XXIII).​

(o) ​​​Late Charge: $.05 per each dollar overdue if payment is not made within five (5) days of the due date. (Article VIII).​

(p) ​​​Tenant Insurance (with coverage amounts): (Article XVI).​

(q) ​​​Estoppel Certificate: Due within 10 days of request. (Article XXVI).​

(r) ​​​Subordination Agreement: Due within 10 days of request. (Article XVII).​

(s) ​​​Radius Restriction: 5​​​​​miles​​​​ of the perimeter of the Shopping Center. (Article XXII).​

(t) ​​​Remittance Address: All Rent (as defined in Section 2.01) payments due Landlord shall be sent to the following address (Article VIII):​

(u) ​​​Tenant Billing Address:​

(v) ​​​Notice Address: (Article XXVI).​

(w) ​​​Option​​​​ to Renew: (Article XXIV).​

(x) ​​​Tenant Allowance: An amount up to ​​​​$100.00​per square foot of Gross Leasable Area​​​​. (Section 26.34).​

ARTICLE II ​​​DEFINITIONS AND EXHIBITS​

Section 2.01.​​​ Defined Terms. Wherever used in this Lease, the following terms shall have the following meanings:​

(a) ​​​"ADDITIONAL RENT" shall mean any and all charges payable to Landlord under or pursuant to this Lease other than Minimum Rent.​

(c) ​​​"DEMISED PREMISES" shall mean the specific store space identified in Sub-section 1.01(b)​​​​and crosshatched on the Site Plan, as now existing or to be constructed in the Shopping Center and leased to Tenant by Landlord.​

(g) ​​​"PARTIAL LEASE YEAR" shall mean any period following the Rent Commencement Date of less than twelve (12) full calendar months included within the Lease Term.​

(h) ​​​"RENT" shall mean, individually and collectively, Minimum Rent, ​​​​all sums expressly designated hereunder as Additional Rent, and any other Additional Rent due hereunder.​

Section 2.02.​​​ Exhibits. The following Exhibits areattached hereto and made a part of this Lease:​

ARTICLE III ​​​DEMISED PREMISES​

ARTICLE IV ​​​IMPROVEMENTS AND ALTERATIONS​

Section 4.02.​​​ Tenant'sAlterations.​

ARTICLE V ​​​LEASE TERM​

Section 5.01.​​​ Lease Term. The Lease Term shall commence on the Commencement Date and end on the Expiration Date unless ​​​​extended or​​​​sooner terminated as provided herein. ​

ARTICLE VI ​​​COMMENCEMENT AND DELIVERY​

ARTICLE VII ​​​USE AND OPERATION​

ARTICLE VIII ​​​MINIMUM RENT​

ARTICLE IX ​​​​​​​SALES AND REPORTING REQUIREMENTS​

ARTICLE X ​​​COMMON AREA MAINTENANCE​

ARTICLE XI ​​​REAL ESTATE TAXES​

ARTICLE XII ​​​MARKETING AND ADVERTISING​

ARTICLE XIII ​​​UTILITY SERVICES​

ARTICLE XIV ​​​SIGNAGE​

ARTICLE XV ​​​MAINTENANCE AND REPAIRS​

ARTICLE XVI ​​​INDEMNITY AND INSURANCE​

ARTICLE XVII ​​​SUBORDINATION AND ATTORNMENT​

ARTICLE XVIII ​​​ASSIGNMENT AND SUBLETTING​

Section 18.02.​​​ Intentionally Omitted.​

ARTICLE XIX ​​​DAMAGE OR DESTRUCTION​

ARTICLE XX ​​​CONDEMNATION​

ARTICLE XXI ​​​DEFAULT​

Section 21.01.​​​ Events of Default. If any one or more of the following events occur, said event or events shall hereby be classified as a "Default".​

(b) ​​​If Tenant fails to pay Minimum Rent​​​​ or any Additional Rent when the same becomes due, or if Tenant fails to comply with the terms of Section 7.01, Section 7.05, Section 14.01, or Section 14.02, and any such failure continues for five (5) days after notice from Landlord;​

(e) ​​​If Tenant (or any affiliate of Tenant) shall fail to perform or observe any terms of any other lease or agreement with Landlord (or any affiliate of Landlord), and such failure shall continue beyond any applicable period of notice and cure in such other lease or agreement; ​

(i) ​​​If Tenant rejects this Lease after filing a petition in bankruptcy or insolvency or for reorganization or arrangement under Federal bankruptcy laws or any State insolvency act;​

(j) ​​​If any execution, levy, attachment, or other legal process shall occur upon Tenant's goods, fixtures, or interest in the Demised Premises; or​

Section 21.02.​​​ Landlord's Remedies. Should a Default occur under this Lease, Landlord may pursue any or all of the following:​

ARTICLE I
BASIC LEASE TERMS

(a) Shopping Center:New Pacific Place, situated in the City of Hartford, County of Hartford, State of Connecticut.(Article II).

(b) Demised Premises:As more particularly described in Sub-section 2.01(c) below,space #_____containingapproximately 4 square feet of Gross Leasable Area (as defined in Section 2.01 below). (Articles II and III).

(c) Tenant's Trade Name:Burlington Coat Factory. (Article VII).

(d) Permitted Use:__________; and for no other use or purpose whatsoever. (Article VII).

(f) Rent Commencement Date: The earlier to occur of (i) ___ (_)days after the Commencement Date, or (ii) the date Tenant opens for business in the Demised Premises. (Articles V and VI).

(g) Expiration Date:The last day of the calendar month in which the fifth (5th) anniversary of the Rent Commencement Dateoccurs, unless the Lease Term is extended as provided herein. (Article V).

(h) Minimum Rent during Lease Term: (Article VIII).

(i) Gross Sales Reports: (Article IX).

(j) Common Area Maintenance (CAM) Charge: (Article X).

(k) Real Estate Tax Charge: (Article XI).

(l) Advertising Requirement. (Article XII).

(m) Grand Re-Opening Requirement: (Article XII).

(n) Security Deposit _____. (Article XXIII).

(o) Late Charge: $.05 per each dollar overdue if payment is not made within five (5) days of the due date. (Article VIII).

(p) Tenant Insurance (with coverage amounts): (Article XVI).

(q) Estoppel Certificate: Due within 10 days of request. (Article XXVI).

(r) Subordination Agreement: Due within 10 days of request. (Article XVII).

(s) Radius Restriction: 5miles of the perimeter of the Shopping Center. (Article XXII).

(t) Remittance Address: All Rent (as defined in Section 2.01) payments due Landlord shall be sent to the following address (Article VIII):

(u) Tenant Billing Address:

(v) Notice Address: (Article XXVI).

(w) Option to Renew: (Article XXIV).

(x) Tenant Allowance: An amount up to $100.00per square foot of Gross Leasable Area. (Section 26.34).

ARTICLE II
DEFINITIONS AND EXHIBITS

Section 2.01. Defined Terms. Wherever used in this Lease, the following terms shall have the following meanings:

(a) "ADDITIONAL RENT" shall mean any and all charges payable to Landlord under or pursuant to this Lease other than Minimum Rent.

(c) "DEMISED PREMISES" shall mean the specific store space identified in Sub-section 1.01(b)and crosshatched on the Site Plan, as now existing or to be constructed in the Shopping Center and leased to Tenant by Landlord.

(g) "PARTIAL LEASE YEAR" shall mean any period following the Rent Commencement Date of less than twelve (12) full calendar months included within the Lease Term.

(h) "RENT" shall mean, individually and collectively, Minimum Rent, all sums expressly designated hereunder as Additional Rent, and any other Additional Rent due hereunder.

Section 2.02. Exhibits. The following Exhibits areattached hereto and made a part of this Lease:

ARTICLE III
DEMISED PREMISES

ARTICLE IV
IMPROVEMENTS AND ALTERATIONS

Section 4.02. Tenant'sAlterations.

ARTICLE V
LEASE TERM

Section 5.01. Lease Term. The Lease Term shall commence on the Commencement Date and end on the Expiration Date unless extended orsooner terminated as provided herein.

ARTICLE VI
COMMENCEMENT AND DELIVERY

ARTICLE VII
USE AND OPERATION

ARTICLE VIII
MINIMUM RENT

ARTICLE IX
SALES AND REPORTING REQUIREMENTS

ARTICLE X
COMMON AREA MAINTENANCE

ARTICLE XI
REAL ESTATE TAXES

ARTICLE XII
MARKETING AND ADVERTISING

ARTICLE XIII
UTILITY SERVICES

ARTICLE XIV
SIGNAGE

ARTICLE XV
MAINTENANCE AND REPAIRS

ARTICLE XVI
INDEMNITY AND INSURANCE

ARTICLE XVII
SUBORDINATION AND ATTORNMENT

ARTICLE XVIII
ASSIGNMENT AND SUBLETTING

Section 18.02. Intentionally Omitted.

ARTICLE XIX
DAMAGE OR DESTRUCTION

ARTICLE XX
CONDEMNATION

ARTICLE XXI
DEFAULT

Section 21.01. Events of Default. If any one or more of the following events occur, said event or events shall hereby be classified as a "Default".

(b) If Tenant fails to pay Minimum Rent or any Additional Rent when the same becomes due, or if Tenant fails to comply with the terms of Section 7.01, Section 7.05, Section 14.01, or Section 14.02, and any such failure continues for five (5) days after notice from Landlord;

(e) If Tenant (or any affiliate of Tenant) shall fail to perform or observe any terms of any other lease or agreement with Landlord (or any affiliate of Landlord), and such failure shall continue beyond any applicable period of notice and cure in such other lease or agreement;

(i) If Tenant rejects this Lease after filing a petition in bankruptcy or insolvency or for reorganization or arrangement under Federal bankruptcy laws or any State insolvency act;

(j) If any execution, levy, attachment, or other legal process shall occur upon Tenant's goods, fixtures, or interest in the Demised Premises; or

Section 21.02. Landlord's Remedies. Should a Default occur under this Lease, Landlord may pursue any or all of the following: