DISTURBANCES AND OTHER CAUSES BEYOND THE REASONABLE CONTROL OF THE
PERFORMING PARTY ("FORCE MAJEURE").
28.4
LANDLORD SHALL HAVE THE RIGHT TO TRANSFER AND
ASSIGN, IN WHOLE OR IN PART, ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE
AND IN THE BUILDING AND COMPLEX.
UPON TRANSFER LANDLORD SHALL BE RELEASED FROM
ANY FURTHER OBLIGATIONS HEREUNDER FIRST ARISING AFTER THE DATE OF SUCH TRANSFER
AND TENANT AGREES TO LOOK SOLELY TO THE SUCCESSOR IN INTEREST OF LANDLORD FOR
THE PERFORMANCE OF SUCH OBLIGATIONS, PROVIDED THAT, ANY SUCCESSOR PURSUANT TO A
VOLUNTARY, THIRD PARTY TRANSFER (BUT NOT AS PART OF AN INVOLUNTARY TRANSFER
RESULTING FROM A FORECLOSURE OR DEED IN LIEU THEREOF) SHALL HAVE ASSUMED
LANDLORD'S OBLIGATIONS UNDER THIS LEASE.
28.5
LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO
TENANT FOR TENANT'S REVIEW ONLY AND THE DELIVERY OF IT DOES NOT CONSTITUTE AN
OFFER TO TENANT OR AN OPTION. TENANT REPRESENTS THAT IT HAS DEALT DIRECTLY WITH
AND ONLY WITH THE BROKER AS A BROKER IN CONNECTION WITH THIS LEASE.
TENANT
SHALL INDEMNIFY AND HOLD LANDLORD AND THE LANDLORD RELATED PARTIES HARMLESS FROM
ALL CLAIMS OF ANY OTHER BROKERS CLAIMING TO HAVE REPRESENTED TENANT IN
CONNECTION WITH THIS LEASE. LANDLORD SHALL INDEMNIFY AND HOLD TENANT AND THE
TENANT RELATED PARTIES HARMLESS FROM ALL CLAIMS OF ANY BROKERS CLAIMING TO HAVE
REPRESENTED LANDLORD IN CONNECTION WITH THIS LEASE.
28.6
TIME IS OF THE ESSENCE WITH RESPECT TO EACH
PROVISION OF THIS LEASE. THE EXPIRATION OF THE TERM, WHETHER BY LAPSE OF TIME,
TERMINATION OR OTHERWISE, SHALL NOT RELIEVE EITHER PARTY OF ANY OBLIGATIONS
WHICH ACCRUED PRIOR TO OR WHICH MAY CONTINUE TO ACCRUE AFTER THE EXPIRATION OR
TERMINATION OF THIS LEASE.
28.7
LANDLORD SHALL NOT DISTURB TENANT'S USE OF THE
PREMISES, SUBJECT TO THE TERMS OF THIS LEASE, PROVIDED TENANT PAYS THE RENT AND
FULLY PERFORMS ALL OF ITS COVENANTS AND AGREEMENTS.
THIS COVENANT SHALL BE
BINDING UPON LANDLORD AND ITS SUCCESSORS (WHICH TERM SHALL INCLUDE MORTGAGEE
ONLY TO THE EXTENT SET FORTH IN A SO-CALLED SUBORDINATION,
21
NON-DISTURBANCE AND ATTORNMENT AGREEMENT) ONLY DURING ITS OR THEIR RESPECTIVE
PERIODS OF OWNERSHIP OF THE BUILDING.
28.8
THIS LEASE DOES NOT GRANT ANY RIGHTS TO LIGHT OR
AIR OVER OR ABOUT THE BUILDING.
LANDLORD EXCEPTS AND RESERVES EXCLUSIVELY TO
ITSELF ANY AND ALL RIGHTS NOT SPECIFICALLY GRANTED TO TENANT UNDER THIS LEASE.
THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATED TO THE PREMISES, INCLUDING ALL
LEASE PROPOSALS, LETTERS OF INTENT AND OTHER DOCUMENTS.
NEITHER PARTY IS
RELYING UPON ANY WARRANTY, STATEMENT OR REPRESENTATION NOT CONTAINED IN THIS
LEASE.
THIS LEASE MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF LANDLORD AND TENANT.
28.9
TENANT SHALL NOT RECORD THIS LEASE OR ANY
MEMORANDUM OR NOTICE WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT; PROVIDED,
HOWEVER, LANDLORD AGREES TO CONSENT TO THE RECORDATION OR REGISTRATION OF A
MEMORANDUM OR NOTICE OF THIS LEASE, AT TENANT'S COST AND EXPENSE (AND IN A FORM
REASONABLY SATISFACTORY