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EXECUTION COPY
<br />other charges shall be abated proportionately as to the amount by which LESSEE's average monthly net
<br />operating income from its business operations on the Leased Premises is reduced by reason of the partial
<br />damage to the Leased Premises (unless this Lease is terminated, as aforesaid) from the date of such
<br />casualty until the Leased Premises have been substantially repaired and restored, or until LESSEE's
<br />business operations are restored in the entire Leased Premises, whichever shall first occur. For purposes
<br />of calculating the amount of Rent to be abated in the event a portion of the Leased Premises is rendered
<br />unusable, the parties shall use an independent certified public accounting firm selected by LESSOR,
<br />subject to LESSEE's reasonable approval. LESSEE shall provide such third -party firm with all past and
<br />current operating and financial information as may be requested to determine the amount and extent to
<br />which any decrease in LESSEE's average monthly net income generated from its operations in the
<br />Leased Premises (if any) has resulted solely and directly from the reduction in the usable space of the
<br />Leased Premises resulting from the casualty. Such third -party's determination shall be binding on the
<br />parties. If such determination would result in a reduction of rent payable by LESSEE hereunder by more
<br />than thirty percent (30%), then either LESSOR or LESSEE shall have the right to elect to terminate this
<br />Lease. If neither party elects to terminate this Lease, then LESSEE shall continue the operation of
<br />LESSEE's business in the Leased Premises or any part thereof not so damaged during any such period
<br />to the extent reasonably practicable from the standpoint of prudent business management.
<br />Notwithstanding the foregoing, in the case of damages or other casualty caused by the negligence or
<br />other wrongful conduct of LESSEE or of LESSEE's employees, subtenants, licensees, contractors, or
<br />invitees, or their respective agents or employees, there shall be no abatement of Rent. Except for the
<br />abatement of the Rent hereinabove set forth, LESSEE shall not be entitled to, and hereby waives, all
<br />claims against LESSOR for any compensation or damage for loss of use of the whole or any part of the
<br />Leased Premises and/or for any inconvenience or annoyance occasioned by any such damage,
<br />destruction, repair, or restoration.
<br />19. ASSIGNMENT -SUBLEASE. Without first obtaining the written consent of LESSOR,
<br />which shall not be unreasonably withheld, LESSEE shall not: (a) assign, convey, mortgage, pledge,
<br />encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or
<br />any interest hereunder; (b) allow any lien to be placed upon LESSEE's interest hereunder; (c) sublet the
<br />Leased Premises or any part thereof; or (d) permit the use or occupancy of the Leased Premises or any
<br />part thereof by anyone other than LESSEE. Any attempt to consummate any of the foregoing without
<br />LESSOR's consent shall be of no force or effect. Any assignment or sublease to which LESSOR may
<br />consent (one consent not being any basis that LESSOR should grant any further consent) shall not relieve
<br />LESSEE of any or all of its obligations hereunder. For the purpose of this Section, the word
<br />"assignment" shall be defined and deemed to include the following: (i) if LESSEE is a partnership, the
<br />withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning thirty
<br />percent (30%) or more of the partnership, or the dissolution of the partnership; (ii) if LESSEE consists
<br />of more than one person, an assignment, whether voluntary, involuntary, or by operation of law, by one
<br />person to one of the other persons that is a LESSEE; (iii) if LESSEE is a corporation, any dissolution or
<br />reorganization of LESSEE, or the sale or other transfer of a controlling percentage (hereafter defined)
<br />of capital stock of LESSEE other than to an affiliate or subsidiary or the sale of fifty-one percent (51%)
<br />in value of the assets of LESSEE; (iv) if LESSEE is a limited liability company, the change of members
<br />whose interest in the company is fifty percent (50%) or more. The phrase "controlling percentage"
<br />means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the
<br />total combined voting power of all classes of LESSEE's capital stock issued, outstanding and entitled
<br />to vote for the election of directors, or such lesser percentage as is required to provide actual control
<br />over the affairs of the corporation. Acceptance of Rent by LESSOR after any non -permitted assignment
<br />shall not constitute approval thereof by LESSOR. Notwithstanding the foregoing provisions of this
<br />LEASE AGREEMENT - CREMA DOWNTOWN CORP. Page 15 of 36
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