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EXECUTION COPY
<br />Section, LESSEE may assign this Lease without LESSOR's consent (but with prior written notice of
<br />such assignment) to: (1) any corporation or partnership that controls, is controlled by, or is under
<br />common control with, LESSEE; or (2) any corporation resulting from the merger or consolidation with
<br />LESSEE, or (3) to any entity that acquires all of LESSEE's assets as a going concern of the business
<br />that is being conducted on the Leased Premises, provided, however, that in each such instance, the
<br />assignee (w) is a bona fide entity and not an entity created or facilitated for the purpose of avoiding the
<br />consent required herein, (x) is a franchisee of LESSOR with principals providing a personal guaranty or
<br />has a net worth equal to or greater than that of LESSEE as of the date hereof and/or as of the effective
<br />date of such assignment, (y) assumes the obligations of LESSEE hereunder in writing (a copy of such
<br />instrument shall be provided to LESSOR), and (z) continues the same Permitted Use as provided herein.
<br />The failure to provide LESSOR with prior written notice of any such assignment (along with a copy of
<br />the assignment instrument) shall be a default hereunder.
<br />In no event shall this Lease be assignable by operation of any law, and LESSEE's rights
<br />hereunder may not become, and shall not be listed by LESSEE as an asset under any bankruptcy,
<br />insolvency, or reorganization proceedings. LESSEE is not, may not become, and shall never represent
<br />itself to be an agent of LESSOR, and LESSEE acknowledges that LESSOR's title is paramount, and
<br />that it can do nothing to affect or impair LESSOR's title. LESSEE shall pay all out-of-pocket costs and
<br />expenses incurred by LESSOR in connection with any assignment (whether or not consent is required)
<br />or sublease transaction, including LESSOR's reasonable attorneys' fees.
<br />If this Lease shall be assigned or the Leased Premises or any portion thereof sublet by LESSEE
<br />at a rental that exceeds the rentals to be paid to LESSOR hereunder, attributable to the Leased Premises
<br />or portion thereof so assigned or sublet, then any such excess shall be paid over to LESSOR by LESSEE.
<br />If LESSOR assists LESSEE in finding a permissible subtenant; LESSOR shall be paid a fee for such
<br />assistance in addition to a fee in an amount necessary to cover the subtenant's improvements to the
<br />Leased Premises or any portion thereof so assigned or sublet.
<br />LESSOR shall have the right to transfer and assign, in whole or in part, all of its rights and obligations
<br />hereunder, in the Property and all other property referred to herein, and in such event and upon such
<br />transfer no further liability or obligation shall thereafter accrue against LESSOR hereunder.
<br />20. INSURANCE REQUIREMENTS. At all times during the term of this Lease
<br />Agreement, LESSEE, at its expense, shall keep or cause to be kept in effect the following insurance
<br />coverages, with all policies to have LESSOR added as an additional insured:
<br />20.1. A general liability insurance policy, in standard form, insuring LESSEE, and
<br />LESSOR as an additional insured on a primary and non-contributory status in favor of LESSOR, against
<br />any and all liability for bodily injury or property damage arising out of or in connection with this Lease
<br />and the license granted herein with a policy limit of not less than One Million Dollars ($1,000,000.00)
<br />per occurrence and Two Million Dollars ($2,000,000.00) general aggregate and shall name the LESSOR
<br />as an additional insured on a primary and non-contributory status in favor of LESSOR. All such policies
<br />shall cover the activities under the Lease, including, but not limited to the possession, use, occupancy,
<br />maintenance, repair, and construction of additions, modifications, renovations or demolition of the
<br />Leased Premises or portions thereof. This policy shall not be affected by any other insurance carried by
<br />LESSOR.
<br />20.2. Workers' Compensation Insurance to be in compliance with the "Workers'
<br />LEASE AGREEMENT - CREMA DOWNTOWN CORP. Page 16 of 36
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