IN THE APPLICATION FOR SUCH PERMIT OR
AUTHORIZATION AND COOPERATE WITH TENANT AND EXECUTE ANY ADDITIONAL DOCUMENTS AS
MAY BE NECESSARY TO ALLOW TENANT TO COMPLETE THE ALTERATIONS AND CHANGES,
PROVIDED IT IS MADE WITHOUT COST, LIABILITY, OBLIGATION OR EXPENSE TO LANDLORD.
TENANT AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE LANDLORD
INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES ARISING FROM OR RELATED
TO CONSTRUCTION OF ANY CAPITAL IMPROVEMENTS AND ANY FAILURE TO COMPLY WITH THE
REQUIREMENTS IN CONNECTION WITH A CAPITAL IMPROVEMENT AS DESCRIBED IN THIS
SECTION;
(F)
ALL CAPITAL IMPROVEMENTS SHALL BE DEEMED A PART OF THE PREMISES
AND, EXCEPT AS SET FORTH IN SECTION 7.02, BELONG TO LANDLORD AT THE EXPIRATION
OR EARLY TERMINATION OF THE TERM, AND TENANT SHALL EXECUTE AND DELIVER TO
LANDLORD SUCH INSTRUMENTS AS LANDLORD MAY REQUIRE TO EVIDENCE THE OWNERSHIP BY
LANDLORD OF SUCH CAPITAL IMPROVEMENTS; AND
(G)
EXCLUDING CAPITAL IMPROVEMENTS REQUIRED AS A RESULT OF ANY
CONDEMNATION OR CASUALTY OR REQUIRED TO COMPLY WITH LEGAL REQUIREMENTS, THE
MAXIMUM COSTS OF CAPITAL IMPROVEMENTS THAT ARE NOT SUBSTANTIALLY COMPLETE OR NOT
FULLY PAID FOR BY TENANT, AT ANY ONE TIME, SHALL NOT EXCEED THIRTY MILLION
DOLLARS ($30,000,000), INCREASED ANNUALLY BASED ON INCREASES IN THE CPI.
Upon completion of the Capital Improvements, Tenant shall promptly provide
Landlord with (1) an architect's certificate certifying that the Capital
Improvements have been completed in conformity with the plans and specifications
therefor (if the alterations are of such a nature as would customarily require
the issuance of such certificate from an architect), (2) a certificate of
occupancy (if the alterations are of such a nature as would require the issuance
of a certificate of occupancy under applicable Laws), and (3) any other
documents or information reasonably requested by Landlord.
ARTICLE 12.
ASSIGNMENT AND SUBLETTING
12.01
ASSIGNMENT. (A) SUBJECT TO SECTION 12.07 BELOW, TENANT SHALL HAVE
THE RIGHT TO ASSIGN OR TRANSFER THIS LEASE, EITHER WHOLLY OR IN PART, OR ANY
INTEREST HEREUNDER, WITHOUT LANDLORD'S CONSENT OR APPROVAL, SO LONG AS TENANT
SHALL REMAIN LIABLE UNDER THIS LEASE, PROVIDED THAT NO MORE THAN TEN PERCENT
(10%) OF THE TOTAL AGGREGATE OF THE (I) RENTABLE SQUARE FOOTAGE OF THE PROPERTY
LOCATIONS THAT ARE USED FOR RETAIL PURPOSES AND (II) RENTABLE SQUARE FOOTAGE OF
THE
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PROPERTIES SUBJECT TO THE OTHER LEASE THAT ARE USED FOR RETAIL PURPOSES, ARE
ASSIGNED TO ASSIGNEES THAT ARE NOT NATIONAL OR REGIONAL RETAILERS. UPON THE
OCCURRENCE OF ANY ASSIGNMENT: (1) TENANT SHALL PROVIDE TO LANDLORD NOTICE
THEREOF, ALONG WITH A COPY OF SUCH ASSIGNMENT AND AN OFFICER'S CERTIFICATE OF
TENANT, IN THE FORM ATTACHED HERETO AS SCHEDULE 12.01, CERTIFYING COMPLIANCE
WITH THE FOREGOING SQUARE FOOTAGE RESTRICTIONS, TOGETHER WITH A SCHEDULE OF
SQUARE FOOTAGE CALCULATIONS ATTACHED THERETO AND, IF APPLICABLE, THAT THE
CONDITIONS SET FORTH IN SECTION 12.01(B) BELOW HAVE BEEN SATISFIED; (2) LANDLORD
SHALL ENTER INTO A SEPARATE LEASE WITH ASSIGNEE AS TO THAT PORTION OF THE
PREMISES ASSIGNED UPON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THIS LEASE
(EXCEPT