LEASE

Exhibit 10-A

LEASE

                    THIS LEASE, made as of the 8 ^th day of February, 2006, by and between Big-Shoe Properties, LLC, an Indiana limited liability company (“ Landlord ”) and Shoe Carnival, Inc., an Indiana corporation (“ Tenant ”).

WITNESSETH:

                    In consideration of the mutual covenants contained herein, Landlord and Tenant agree as follows:

                    1.        Leased Premises .   Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain parcel of real estate containing approximately 42.61 acres located in Vanderburgh County, Indiana, described in Exhibit A attached hereto and incorporated herein by this reference, together with all rights, interest and privileges therein or appurtenant thereto, including any existing or necessary easements of access to the Real Estate and/or on, over and across any adjacent or abutting parcels, whether owned by Landlord or otherwise, and all permits and approvals therefor (the “ Real Estate ”), the building (the “ Building ”) to be constructed by Landlord thereon, shown and described on Exhibit A-1 (“ Site Plan ”) attached hereto and incorporated herein by this reference, which such Building will consist of approximately four hundred nine thousand three hundred fifty (409,350) square feet (measured from the exterior face of all exterior walls), of which four hundred one thousand two hundred fifty (401,250) square feet shall be distribution center/warehouse space and eight thousand one hundred (8,100) square feet shall be office space, and related improvements to be constructed on the Real Estate by Landlord and used in connection with the Building and Tenant’s operations therefrom, including but not limited to curb cuts, access drives, roadways, parking areas and loading docks (the “ Improvements ”). The Real Estate, Building and Improvements are collectively referred to as the “ Leased Premises ”, and the boundary description of the Leased Premises is outlined on the Site Plan attached hereto.  The address of the Leased Premises is 15001 N. Highway 57, Evansville, Indiana 47720. 

                    Notwithstanding the foregoing or anything in this Lease to the contrary, within ten (10) days after execution of this Lease, Landlord shall deliver to Tenant the following:  (a) current owner’s title insurance policy, including copies of any exceptions thereto; (b) current survey of the Real Estate, including the location of all easements, rights of way, above and/or below ground utilities, and metes and bounds description of the boundary lines of the Real Estate; (c) platted subdivision or proposed plat of subdivision (if applicable) with respect to the balance of any property owned by Landlord and adjacent to or abutting the Leased Premises but not otherwise herein Leased to Tenant; (d) existing environmental assessments of the Real Estate and any correspondence or orders from any jurisdictional authorities in connection with the presence or alleged presence of hazardous materials on or adjacent to the Real Estate; and (e) evidence of Landlord’s proper and lawful formation, good standing and authority to enter into the Lease with Tenant (the “ Due Diligence Documents ”).  In the event Tenant objects to any matters of title or survey or there shall be any environmental condition or presence or alleged presence of hazardous materials on or about the Real Estate, Tenant shall provide Landlord with written notice thereof and Landlord shall be obligated to cure any and all such objections prior to the Commencement Date.  Notwithstanding the foregoing, in the event the said objections are of a type that may not reasonably be cured within such time period, or are otherwise not susceptible to cure, Landlord shall have the right and option to relocate the Leased Premises to a site in the immediate vicinity comparable in all respects to the existing site; provided, however, the Scheduled Completion Date and each Partial Completion Date shall not be altered, nor shall Tenant incur any additional cost or expense.

                    2.        Lease Term and Holding Over .

                    (a)      The original term of this Lease (the “ Lease Term ”) shall be for a period of fifteen (15) Lease Years (as defined below), commencing on the later of December 1, 2006 or the Date of Substantial Completion (as defined in Subsection 5(b)) (the “ Commencement Date ”), and ending at 11:59 p.m. on the day before the one hundred eightieth (180 ^th ) monthly anniversary of the Commencement Date if the Commencement Date is the first day of a calendar month or the first day of the first calendar month following the Commencement Date if the Commencement Date is not the first day of a calendar month.  

                    (b)      Provided Tenant is not in default at the time it gives notice, Tenant shall have the right to extend the initial Lease Term of the Lease, for up to three (3) additional, successive periods of five (5) years each (each a “ Renewal Term ”), by providing written notice of its election to exercise any such Renewal Term not less than one hundred eighty (180) days prior to the expiration of the original Lease Term or then current Renewal Term.  For each Renewal Term, all terms of this Lease shall remain the same except for this Section; provided, however, Rent for the first such Renewal Term shall be adjusted to reflect the increase in the cost of living index of the Bureau of Labor Statistics for All Urban Consumers for all Cities during Lease Years 11 through 15, Rent for the second Renewal Term shall be adjusted to reflect the increase in such cost of living index during Lease Years 16 through 20, and Rent for the third such Renewal Term shall be adjusted to reflect the increase in such cost of living index during Lease Years 21 through 25.  In the event that the U.S. Government shall discontinue the issuance of the Index, then the rental adjustment provided for herein shall be made on the basis of changes in the most comparable and recognized cost of living index then issued by the Government.  Notwithstanding the foregoing, all Rent adjustments as hereinabove determined shall be limited to fifteen percent (15%) per adjustment.  No adjustments shall be made in the event of a negative index.  In the event Tenant shall exercise any Renewal Term, the Lease Term shall also include such Renewal Term(s).

                    (c)      Tenant’s failure to provide Landlord written notice of intent to exercise a Renewal Term one hundred eighty (180) days prior to expiration of the original Lease Term or then current Renewal Term shall relieve Landlord of any and all responsibility to renew Tenant’s Lease.

                    (d)      If Tenant holds over and remains in possession of the Leased Premises at the expiration of the Lease Term after written notice from Landlord to vacate, then such holding over and continued possession shall create a tenancy from month to month (which either party may terminate by providing thirty (30) days written notice to the other) upon and subject to the same terms and conditions of this Lease in effect when the Lease Term expires, except for the length of the term of this Lease and except that the Rent shall be one hundred twenty-five percent (125%) of the Rent payable at the time of expiration. 

                    3.        Rent .

                    (a)      Beginning on the Commencement Date, Tenant shall pay to Landlord monthly rent (the “ Rent ”) for the Leased Premises in an amount equal to One Hundred Twelve Thousand Five Hundred Seventy-One and 30/100 Dollars ($112,571.30) which is equal to Three Dollars and Thirty Cents ($3.30) per square foot during the first (1 ^st ) through tenth (10 ^th ) Lease Years of the Lease Term, and an amount equal to One Hundred Twenty-Three Thousand Eight Hundred Twenty-Eight and 38/100 Dollars ($123,828.38) which is equal to Three Dollars and Sixty-Three Cents ($3.63) per square foot during the eleventh (11 ^th ) through fifteenth (15 ^th ) Lease Years of the Lease Term.  Rent shall be payable in advance, without notice or demand, on the first day of each full calendar month during the Lease Term; provided, however, if the Commencement Date is on a date other than the first day of a calendar month,

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then the Rent payable hereunder for such partial calendar month at the beginning of the Lease Term shall be an amount equal to the monthly installment of Rent otherwise then in effect, divided by the number of days in the full calendar month during which the Lease Term commences, and multiplied by the number of days of the Lease Term in such partial calendar month.  Rent for such partial month at the beginning of the Lease Term shall be paid at the time the first full monthly installment of Rent is due.  Rent for any partial month at the end of the Lease Term shall be similarly prorated. 

                    (b)      If any Rent shall become overdue for a period in excess of five (5) days after notice of non-payment is provided to Tenant, then such unpaid Rent shall bear interest from the date due to the date of payment at an annual rate equal to the prime rate then in effect or established by JPMorgan Chase Bank, N.A. (the “ Prime Rate ”), plus three percent (3.0%).  Such interest shall be in addition to, and not in lieu of, any other right or remedy that Landlord may have hereunder.

                    (c)      All payments of Rent required to be made, and all statements required to be delivered, by Tenant to Landlord shall be made and delivered to Landlord at its address set forth in Section 23, or to such other address as Landlord specifies to Tenant in accordance with that Section.

                    (d)      The term “ Lease Year ” as used herein shall mean a successive period of twelve (12) calendar months. 

                    4.        Representation and Warranties of Landlord .   Landlord represents and warrants as follows:

                    (a)      The Real Estate is and, when constructed, the Improvements will be, in compliance with all applicable statutes, orders, regulations, rules, covenants and restrictions including, but not limited to, federal, state or local regulations or laws pertaining to pollution or zoning.

                    (b)      There are not presently pending or threatened any litigation, action, investigation, special assessments or condemnation actions affecting the Real Estate or any part thereof, nor has Landlord received any notice of any of the foregoing being contemplated.

                    (c)      Landlord has not received any notification from any governmental agency, authority or instrumentality of any pending or threatened assessments on or against the Real Estate.

                    (d)      There are no fuel, chemical or other storage tanks located on the Real Estate.

                    (e)      The Real Estate has not been used for the treatment, storage or disposal of or otherwise contaminated by any toxic, hazardous or special wastes, substances, materials, constituents, pollutants or contaminants (as defined by federal, state or local laws, statutes, ordinances, rules or regulations), except as a coal transfer facility, a prior mine portal opening, and related activities, which Landlord represents and warrants shall in no way subject Tenant to liability for clean-up or remediation or otherwise subject Tenant to any fines or impositions, nor does such prior use create a health risk to Tenant, its employees, agents, representatives and/or contractors.

                    (f)      No claim, action, suit, or proceeding relating to the Real Estate or the transaction contemplated by this Lease is pending or, to the best of Landlord’s knowledge, threatened against Landlord or the Real Estate before any court or other governmental authority or arbitration tribunal, and there is no outstanding judgment, order, writ, injunction, decree, or award against or affecting the Real Estate.

                    (g)      A portion of the Real Estate as depicted on the Site Plan is a “ wetlands ”; however, Landlord has in its possession (and will deliver to Tenant for review) Army Corps of Engineers

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Permit #_200401247-jea and Section 401 Water Quality Certification IDEM # 2004-709-82-JWR-A permitting Landlord to construct the Leased Premises as herein contemplated, including any subsequent expansion thereof, and further permitting Tenant to operate on and within the Leased Premises for the purposes herein contemplated.

                    (h)      Landlord represents and warrants that the Leased Premises is not in a flood plain for purposes of any applicable law, rule, regulation, or ordinance and for insurance purposes. 

                    (i)       There are no parties in possession of any portion of the Real Estate, whether as lessees, tenants at sufferance, trespassers, or otherwise, and the Leased Premises will be delivered to Tenant free and clear of any encumbrances except Permitted Exceptions (defined below) and free of any occupants or persons claiming a right to possession therein.

                    (j)      There are no changes pending in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners, which would prevent, limit or impede the use of the Real Estate for the purposes contemplated by Tenant.

                    (k)      Landlord has good, marketable and insurable title in the Real Estate, subject only to the matters disclosed on the attached Exhibit B (the “ Permitted Exceptions ”), incorporated herein by this reference.

                    5.        Landlord’s Work .

                    (a)      Landlord shall construct or cause the construction of the Building and the Improvements, and any necessary or appropriate off-site improvements (the “ Off-Site Improvements ”), including the Ruston Lane road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the “ Landlord’s Work ”), in substantial compliance with the plans and specifications which Landlord shall cause to be prepared and submitted to Tenant for its approval, which shall not be unreasonably withheld, conditioned or delayed.  Landlord and Tenant have agreed to a set of preliminary plans for site design and building and office design, as more particularly described in Exhibit C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “ Plans and Specifications ”).  Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto as Exhibit C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C .   Landlord shall, at its sole costs and expense: (i) obtain all permits and approvals necessary for the completion of Landlord’s Work; (ii) complete Landlord’s Work in compliance with all applicable laws, statutes, ordinances, rules and regulations; and (iii) pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the construction and delivery of the Leased Premises.

                    (b)      Landlord shall receive up to three (3) subcontractor bids for any changes to the final Plans and Specifications (any such change a “ Change Order ”).  Landlord and Tenant shall review Change Order bids together. Landlord and Tenant shall agree in writing which subcontractor bid is elected for completion of said Change Order. All Change Orders must be approved in writing by both Landlord and Tenant prior to Landlord initiating any Change Order.  For each additional Thirty-Eight Thousand Dollars ($38,000.00) in Change Order cost requested by Tenant, the annual Rent per square foot shall go up by an amount equal to $.01.

                    (c)      Landlord shall complete Landlord’s Work and deliver the Leased Premises to Tenant according to the Project Milestones Schedule (including but not limited to each specific

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“ Partial Completion Date ” therein identified) as set forth in the attached Exhibit E , but in no event later than December 1, 2006 (the “ Scheduled Completion Date ”).  If Landlord reasonably anticipates that the Leased Premises may not be delivered to Tenant by the Scheduled Completion Date, Landlord shall provide Tenant with written notice thereof not later than thirty (30) days prior to the Scheduled Completion Date.  On the Scheduled Completion Date, Landlord shall deliver to Tenant a copy of a certificate of substantial completion issued by its architect indicating that the Building and the Improvements have been completed in accordance with the Plans and Specifications and the requirements of this Lease, subject to identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and the Improvements for the purpose of conducting its normal business operations.  Within ten (10) business days after the Scheduled Completion Date, or such earlier date that Landlord shall deliver the Leased Premises to Tenant substantially complete and otherwise in the condition required by the terms of this Lease, Tenant shall complete its inspection of the Leased Premises.  If Tenant agrees that the Building and Improvements are substantially complete, subject only to Landlord’s punch-list items, Tenant shall promptly confirm substantial completion of the Building and Improvements in writing to Landlord, and the date of such confirmation shall be the “ Date of Substantial Completion ”, and Rent shall commence as scheduled in Section 3(a).  The parties will resolve any dispute concerning substantial completion in good faith; all punch-list items shall be complete and final completion achieved within thirty (30) days of the Date of Substantial Completion.

                    (d)      Notwithstanding the foregoing, Landlord agrees to complete construction of the south thirty percent (30%) of the distribution center/warehouse space on or before July 5, 2006 (the “ First Partial Completion Date ”), and thereafter to complete such portion of the construction as required by each respective Partial Completion Date, as outlined in the Project Milestones Schedule as set forth in the attached Exhibit E , reasonable delays caused by force majeure, extreme weather conditions and acts of God excepted (notice thereof to be provided to Tenant within two (2) business days after such occurrence causing delay).  Such construction as is required by the First Partial Completion Date shall be sufficiently complete by such date to allow Tenant to install, and secure, its trade fixtures.  After such time, Tenant will be provided access to the distribution center/warehouse space to begin installation of Tenant’s trade fixtures and equipment.  Tenant will not interfere with scheduled on-going construction activities of Landlord.

                    (e)      Landlord and Tenant recognize that time is of the essence with regard to completion of Landlord’s Work, including but not limited to each Partial Completion Date, and that Tenant will suffer business interruption and financial loss if the work is not partially and/or totally completed, as the case may be, within the time specified in Subsections 5(c) and (d).  The parties also recognize the delays, expenses and difficulties involved in proving in any legal proceeding the loss suffered by Tenant if the work is not totally completed and the Leased Premises delivered to Tenant on time.  Accordingly, instead of requiring any such proof, Tenant and Landlord agree that as liquidated damages for delay (but not as a penalty) Tenant shall receive as a credit against Rent hereunder, an amount equal to One Thousand Dollars ($1,000.00) for each day past the time specified in Subsections 5(c) and (d) (and each such Partial Completion Date) required to partially and/or fully complete, as the case may be, Landlord’s Work and deliver the Leased Premises to Tenant in the condition required by the terms of this Lease.  Tenant and Landlord agree that the above estimate of liquidated damages is a reasonable effort by both parties to quantify the amount of damages likely to be suffered by Tenant in the event of delay in completion and delivery of the Leased Premises.

                    (f)      To allow Landlord to meet the above mentioned Project Milestones Schedule, Tenant agrees to reimburse Landlord for the actual cost of any necessary use of Lime Stabilization and Cold Weather Concrete Additives. Any such cost reimbursement shall be resolved as an adjustment to Rent per square foot as determined in accordance with Section 5(b) above.  The use of any Lime

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Stabilization or Cold Weather Concrete Additives shall be approved by both Landlord and Tenant prior to its installation or use.  If Tenant does not approve use of such materials, then the Project Milestones Schedule shall be extended an equal number of days the project is delayed.

                    (g)      Tenant is responsible for the following improvements to the Leased Premises:

                    (h)      Representations and Warranties Concerning Construction.  Landlord represents and warrants that:

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                    6.        Taxes .

                    (a)      Tenant shall reimburse Landlord for all tax bills received by Landlord during the Term of the Lease to the extent any such taxes were assessed during and pertain to a period of occupancy by Tenant.  In this regard, Landlord shall provide Tenant with a copy of the bill for real estate taxes with respect to the Leased Premises within ten (10) days after receipt of the same by Landlord.  Tenant shall make payment to Landlord of such real estate taxes within ten (10) days after receipt of the bill submitted by Landlord.  Landlord shall pay such real estate taxes directly to the taxing authority and shall provide Tenant with proof of payment not later than twenty (20) days after Tenant shall deliver payment to Landlord as herein required.  Payment of tax bills shall be made in a timely fashion that gives the Tenant the benefit of any available discounts.  Any such tax bills received by Landlord during the first and last years of the Term of this Lease shall be prorated for the applicable number of days Tenant occupied the Leased Premises.

                    (b)      Tenant shall pay and discharge, as and when due: (i) all taxes, levies, and charges imposed on, against, or with respect to the conduct of its business operations in, on, or from the Leased Premises; and (ii) all taxes, levies, and charges imposed on, against, or with respect to its trade fixtures, equipment, inventory, and other personal property in, on, or about the Leased Premises. 

                    (c)      Notwithstanding the foregoing, Tenant, at its cost and expense, shall have the right to contest, in the manner prescribed by law, the real estate taxes levied on, against, or with respect to the Leased Premises or the valuation of the Leased Premises for purposes of calculating such real estate taxes.  Landlord shall cooperate with Tenant in contesting any such taxes, including, without limitation, executing documents in connection therewith; provided that Tenant shall bear all actual and reasonable costs associated with Landlord’s cooperation. 

                    (d)      The benefit of all tax phase-in or other economic incentives obtained in connection with the Leased Premises shall be for the benefit of Tenant.  Landlord shall cooperate with Tenant in receiving all tax abatement, including executing all documents in connection therewith.

                    7.        Use and Compliance with Laws .

                    (a)      The Leased Premises may be occupied and used for any lawful purpose.  Tenant shall keep the Leased Premises in a clean and orderly condition.  Tenant shall not knowingly use the Leased Premises or maintain them in any manner constituting a violation of any ordinance, statute, regulation, or order of any governmental authority, including without limitation zoning ordinances, nor shall Tenant maintain, permit or suffer any public nuisance to occur or exist on the Leased Premises.

                    (b)      Tenant shall not permit any waste to the Leased Premises, or use or permit the use of the Leased Premises for any unlawful purpose.

                    (c)      Tenant shall comply with all laws, ordinances, rules, regulations, orders and decrees of any governmental entity or personnel now or hereafter affecting or relating to the Leased Premises or the use thereof.

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                    (d)      Tenant shall properly dispose of any chemicals, metals, garbage, trash or other industrial by-products and incidentals to Tenant’s business and shall use leakproof and fireproof containers and the expense of any breakage, stoppage, contamination, spillage or damage resulting from a violation of this provision shall be borne by Tenant.

                    (e)      Landlord shall indemnify and hold harmless Tenant, and any party affiliated with Tenant, from and against any and all claims, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising from, or in connection with:  (i) any escape, storage, usage, or spillage of any Hazardous Substances in, on, or about the Leased Premises prior to the Lease Term; or (ii) any escape, storage, use or spillage of any Hazardous Substances to or from the Leased Premises by Landlord (or its employees, agents, contractors, invitees, or licensees) during the Lease Term, whether or not such storage, usage, or transportation constitutes a failure of Landlord fully to observe or perform its obligations under this Lease.

                    (f)      Tenant shall indemnify and hold harmless Landlord, and any party affiliated with Landlord, from and against any and all claims, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising from, or in connection with:  (i) any escape, storage, usage, or spillage of any Hazardous Substances in, on, or about the Leased Premises during the Lease Term not caused by Landlord or its employees, agents, contractors, invitees, or licensees; or (ii) any transportation of any Hazardous Substances to or from the Leased Premises by Tenant (or its employees, agents, contractors, invitees, or licensees) during the Lease Term, whether or not such storage, usage, or transportation constitutes a failure of Tenant fully to observe or perform its obligations under this Lease.

                    (g)      Hazardous Substances means (i) any “ hazardous wastes ” as defined under RCRA, (ii) any “ hazardous substances ” as defined under CERCLA, (iii) any toxic pollutants as defined under the Clean Water Act, (iv) any hazardous air pollutants as defined under the Clean Air Act, (v) any hazardous chemicals as defined under TSCA, (vi) any hazardous substances as defined under EPCRA, (vii) radioactive materials covered by the Atomic Energy Act, (viii) similar wastes, substances, pollutants, chemicals regulated under analogous state and local laws, (ix) asbestos, (x) polychlorinated biphenyls, (xi) petroleum and petroleum products or synthetic fuels, (xii) any substance the presence of which on the property in question is prohibited under any applicable environmental law; and (xiii) any other substance which under any applicable environmental  law requires remediation or special handling or notification of or reporting to any federal, state or local governmental entity in its generation, use, handling, collection, treatment, storage, recycling, treatment, transportation, recovery, removal, discharge or disposal.

                    8.       Condition, Alterations and Additions .

                    (a)      Tenant, at its cost and expense, may install in the Building such trade fixtures, equipment and other personal property as Tenant determines to be necessary or appropriate to conduct its business.  Tenant, at its cost and expense, also may make non-structural alterations, improvements or additions to the interior of the Building if Tenant delivers to Landlord a written notice describing the proposed alteration, improvement or addition to Landlord.  Tenant shall make no alterations, improvements or additions of or to the exterior of the Building, without the prior written consent of Landlord.  Except for a gazebo or similar structure, which Landlord has expressly approved, Tenant shall make no structural alterations, improvements or additions of or to any part of the Leased Premises, without the prior written consent of Landlord.  All improvements, alterations and additions to the Leased Premises, excepting only Tenant’s personal property, equipment and trade fixtures, shall become the sole property of Landlord upon the expiration of the Lease Term or earlier termination of this Lease.

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                    (b)      Tenant may install exterior signs on the Building and on or about the Leased Premises in accordance with local ordinances.  Tenant shall pay all costs and expenses of installing any such signs, and, prior to installing any such signs Tenant shall obtain all required permits and approvals.  Tenant shall repair any damage caused by the installation, maintenance and/or removal of its sign.

                    (c)      Subject to then current building codes, setback and zoning requirements, Tenant shall have the right to expand the Leased Premises, in the area identified on the Site Plan as the “Expansion Area”, at any time during the Lease Term.  In the event Tenant elects to expand the Leased Premises, Tenant shall provide Landlord with written notice thereof not less than one hundred twenty (120) days prior to the anticipated commencement of construction activities, and Landlord and Tenant shall thereafter enter into good faith negotiations regarding the proposed plans and specifications for any such expansion improvements proposed by Tenant, the cost and expense of design, permitting and construction of same, and any proposed increase in Rent or other charges hereunder if applicable.

                    (d)      During the Lease Term, Tenant shall, at Tenant’s sole cost and expense, take all action, including any required alterations, necessary to comply with the Americans with Disabilities Act of 1990 (“ADA”), 42 U.S.C. §12101 et seq. , as modified and supplemented from time to time, including any local codifications and extensions thereof, which shall, with respect to the Leased Premises. 

                    9.        Utilities .   Tenant shall pay and be responsible for all utility and service charges incurred or used in, on, or about the Leased Premises during the Lease Term, including, but not by way of limitation, all charges for water, sewer, gas, electricity, telephone, cable television, security systems, and other public utilities of every kind and character furnished to the Leased Premises as well as any and all charges for janitorial and other cleaning services incurred in connection with Tenant’s use of the Leased Premises.

                    10.      Maintenance and Repairs .

                    (a)      For the period of the first year of the Lease Term (“ Warranty Period ”), Landlord, at its cost and expense, shall provide all necessary repairs and replacements to the Building and the Improvements, other than routine maintenance and upkeep; provided that Landlord shall not be responsible for making any repairs or replacements which are caused by: (i) any negligence or intentional or willful misconduct of Tenant or its employees, contractors, or agents; (ii) Tenant’s failure to perform any maintenance items for which Tenant is responsible; (iii) installation or maintenance by Tenant of any exterior signs, satellite dishes, antennae, communications facilities, or equipment, lines, or cable; (iv) installation or maintenance by Tenant of any trade fixtures, equipment, or other personal property; or (v) Tenant making any alterations or improvements to the Leased Premises; all of which repairs and replacements shall be made by Tenant at its cost and expense.  Upon the expiration of the Warranty Period, Landlord shall assign to Tenant all warranties which: (i) may be extended to Landlord by manufacturers, suppliers, or contractors in connection with the completion of Landlord’s Work; and (ii) cover the Building.

                    (b)      Maintenance of Leased Premises:

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                    (c)      Notice.  Tenant shall give Landlord prompt written notice of the need for any maintenance, replacement or repairs which Landlord is obligated to make under foregoing Subsections 10(a) or (b) and of any material damage to the Leased Premises or any part thereof.

                    11.      Assignment and Subletting .

                    (a)      Except as set forth in paragraph (b) below, Tenant may not assign this Lease in whole or in part, or sublet the Leased Premises or any part thereof, nor grant a license or concession in connection therewith, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

                    (b)      Notwithstanding the foregoing, Tenant may assign the Lease without Landlord’s consent to any of the following:  (i) any successor corporation or other entity resulting from a public offering, merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; (iii) any entity which controls, is controlled by, or is under common control with Tenant; (iv) any person or entity whose use of the Leased Premises would comply with the terms of Section 7(a) of this Lease and whose financial net worth at the time of assignment is equal to or greater than that of Tenant’s at the time of execution of this Lease, and in each such case as enumerated in subparts (i) through (iv) of this Section 7(b), Tenant shall provide Landlord with adequate evidence of conveyance and/or assignment, to include an express assumption of Lease obligations by the assignee.  Tenant shall give Landlord thirty (30) days prior written notice of such assignment or sublease.

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                    12.      Access by Landlord to Leased Premises .  Landlord, Landlord’s agents, and Landlord’s prospective clients, purchasers or mortgagees shall be permitted to inspect and examine the Leased Premises at reasonable times and in Tenant’s presence, upon Tenant’s receipt of reasonable written notice from Landlord, and Landlord shall have the right to make any repairs to the Leased Premises which Landlord may deem necessary, but this provision shall not be construed to require Landlord to make repairs except as is otherwise required hereby. For a period commencing one hundred eighty (180) days prior to the expiration of the Lease Term, if Tenant has not exercised a Renewal Term, Landlord may maintain “For Rent” signs on the front or on any part of the Leased Premises and may show the Leased Premises to prospective tenants.  Notwithstanding the foregoing or anything in this Lease to the contrary, in the event of an emergency that may threaten loss of life or damage to property, Landlord may enter the Leased Premises without written notice as herein required.

                    13.      Insurance and Indemnification .

                    (a)      Tenant, at Tenant’s expense, shall maintain in full force and effect throughout the Lease Term fire, earthquake, and extended coverage insurance on the Building for one hundred percent (100%) of its replacement cost, including foundation and footings, such policy to include business interruption and loss of rent coverage; provided, however, in the event that coverage for business interruption and loss of rent is not available to Tenant or Tenant declines to carry such coverage therefor as may be available to Tenant on the basis of cost, Landlord may obtain a separate policy for such loss of rents and charge Tenant for the cost thereof, which Tenant agrees to pay to Landlord within twenty (20) days after receipt of an invoice.  Tenant shall name Landlord and any mortgagee as additional insured parties under such policy and loss payee of the proceeds of such insurance; provided, however, and such lender / mortgagee shall be obligated to apply or permit the application of all such proceeds for the restoration of the Leased Premises as required by the terms of this Lease; provided, further, that notwithstanding the a