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holder or the foreclosure purchaser as Landlord under this Lease. Said subordination shall be self - operative and no
<br />further instrument of subordination shall be necessary unless required by any such Mortgage holder, in which event
<br />Tenant agrees to, within ten (10) days after request by Landlord or the Mortgage holder, execute any agreement
<br />reasonably required by such Mortgage holder to memorialize said subordination and to memorialize the terms of any
<br />related agreements between Tenant and such Mortgage holder. Any holder of any of any such Mortgage is herein
<br />referred to as "Landlord's Mortgagee(s)." Notwithstanding the foregoing, a Landlord's Mortgagee may at any time
<br />subordinate its Mortgage to this Lease without Tenant's consent by notice in writing to Tenant, and thereupon this
<br />Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery and,
<br />in that event, such Landlord's Mortgagee shall have the same rights with respect to this Lease as though it had been
<br />executed prior to the execution and delivery of any such Mortgage and had been assigned to such Landlord's
<br />Mortgagee.
<br />(b) This Lease shall be subject to and subordinate to all easements, restrictions, liens, encumbrances,
<br />rights -of -way, or other matters affecting the Premises of record.
<br />ARTICLE XIII.
<br />ASSIGNMENT AND SUBLETTING
<br />13.1. Assignment and Sublettin .
<br />(a) Tenant shall not sublet, mortgage, encumber or in any manner transfer, in whole or in part, this
<br />Lease, the Premises or any estate or interest in said Premises or Lease. Except as expressly permitted herein, Tenant
<br />shall not assign this Lease or any estate or interest therein or allow the occupancy thereof by any person or entity
<br />other than Tenant, without Landlord's prior written consent, which may be granted or withheld in Landlord's sole
<br />and absolute discretion. Consent by Landlord to one or more assignments of this Lease shall not operate to exhaust
<br />Landlord's rights under this Article XIII. In the event that Tenant, with or without the previous consent of Landlord,
<br />does assign or it, any manner transfer this Lease or any estate or interest therein or sublet the Premises" "or any part
<br />thereof, or allow the occupancy thereof by any person or entity other than Tenant, Tenant shall not be released from
<br />any of its obligations under this Lease unless a release is given, in writing, by Landlord.
<br />(b) If this Lease is assigned or the Premises or any part thereof occupied by any entity other than
<br />Tenant, Landlord may collect rent from the assignee or occupant and apply the same to the Rent herein reserved, but
<br />no such assignment, occupancy or collection of Rent shall be deemed a waiver of any restrictive covenant contained
<br />in this Section 13.1 or the acceptance of the assignee or occupant as tenant, or a release of Tenant from the
<br />performance by Tenant of any covenants on the part of Tenant herein contained. Any sublease of the Premises shall
<br />be void. Landlord shall have the right, at any time, to immediately remove an occupant or than Tenant from the
<br />Premises along with any possession of said occupant, which shall be deemed to have been abandoned if not claimed
<br />by occupant within three (3) business days of their removal, and the Landlord's acceptance of rent from the
<br />occupant shall in no way waive any rights the Landlord may have against the occupant. The Tenant shall indemnify
<br />the Landlord for any actions, claims or demands made by the occupant or its assigns against the Landlord. Any
<br />assignment: (x) as to which Landlord has consented or is deemed to have consented; or (y) which is required by
<br />reason of a final nonappealable order of a court of competent jurisdiction; or (z) which is made by reason of and in
<br />accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy,
<br />insolvency or receivership, shall be subject to all terms and conditions of this Lease, and shall not be effective or
<br />deemed valid unless, at the time of such assignment:
<br />i. Each assignee shall assume the obligations of this Lease by executing, acknowledging and
<br />delivering to Landlord, before the effective date of such assignment, a written assumption agreement in form and
<br />substance reasonably satisfactory to Landlord;
<br />ii. Landlord shall receive affidavits, made by both Tenant and its assignee through an officer or
<br />principal of each such entity, stating the full consideration to be received by Tenant as assignor as a result of said
<br />assignment, including, if any, payments for Tenant's improvements, proposed rent (which includes, without
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<br />F.IDATA SHARE1LegallWpdataWEPiEconomicDevelopmenlWillie 'sWtate C"afelState Cafe Lease (version S ).doc
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