OF THE COVENANTS OR CONDITIONS, EXPRESS OR IMPLIED,
HEREIN CONTAINED IN FAVOR OF TENANT, AND IN SUCH EVENT TENANT AGREES TO LOOK
SOLELY TO LANDLORD'S SUCCESSOR IN INTEREST ("SUCCESSOR LANDLORD") WITH RESPECT
THERETO AND AGREES TO ATTORN TO SUCH SUCCESSOR; PROVIDED THAT ANY SUCCESSOR
LANDLORD STIPULATES AND UPHOLDS TENANT'S RIGHT TO QUIET ENJOYMENT OF THE
PREMISES AND PROPERTY UNDER THIS LEASE AND ALL OF SUCH SUCCESSOR LANDLORD'S
OBLIGATIONS UNDER THE LEASE BY EXECUTING A SUBORDINATION AND NON-DISTURBANCE
AGREEMENT IN A FORM REASONABLY SATISFACTORY TO TENANT.
7.
QUIET ENJOYMENT.
SUBJECT TO THE PROVISIONS OF THIS LEASE,
INCLUDING, WITHOUT LIMITATION, LANDLORD'S RIGHTS UNDER SECTION 16 OF THIS LEASE,
SO LONG AS TENANT PAYS ALL OF THE RENT AND PERFORMS ALL OF ITS OTHER OBLIGATIONS
HEREUNDER, TENANT SHALL NOT BE DISTURBED IN ITS POSSESSION AND/OR USE OF THE
PREMISES BY LANDLORD, AGENT, SUCCESSOR LANDLORD OR ANY OTHER PERSON LAWFULLY
CLAIMING THROUGH OR UNDER LANDLORD.
THIS COVENANT SHALL BE CONSTRUED AS A
COVENANT RUNNING WITH THE PROPERTY AND IS NOT A PERSONAL COVENANT OF LANDLORD.
8.
ASSIGNMENT AND SUBLETTING.
TENANT SHALL NOT (A) ASSIGN (WHETHER
DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, THIS LEASE, OR (B) ALLOW THIS
LEASE TO BE ASSIGNED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, BY TRANSFER OF A CONTROLLING INTEREST (I.E.
GREATER THAN A FIFTY PERCENT (50%) INTEREST) OF STOCK, MEMBERSHIP INTERESTS OR
PARTNERSHIP INTERESTS, OR BY MERGER OR DISSOLUTION, WHICH TRANSFER OF A
CONTROLLING INTEREST, MERGER OR DISSOLUTION SHALL BE DEEMED AN ASSIGNMENT FOR
PURPOSES OF THIS LEASE, OR (C) MORTGAGE OR PLEDGE THE LEASE, OR (D) SUBLET THE
PREMISES, IN WHOLE OR IN PART, WITHOUT (IN THE CASE OF ANY OR ALL OF (A) THROUGH
(D) ABOVE) THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY, PROVIDED TENANT IS NOT IN DEFAULT UNDER THIS LEASE, TENANT MAY
ASSIGN THIS LEASE OR SUBLET THE PREMISES WITHOUT LANDLORD'S CONSENT: (I) TO ANY
CORPORATION OR OTHER ENTITY THAT CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH TENANT; (II) TO ANY CORPORATION OR OTHER ENTITY RESULTING FROM A
MERGER, ACQUISITION, CONSOLIDATION OR REORGANIZATION OF OR WITH TENANT; OR (III)
IN CONNECTION WITH THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR THE
STOCK OF TENANT.
IN NO EVENT SHALL ANY SUBLEASE EVER RELEASE TENANT OR ANY
GUARANTOR FROM ANY OBLIGATION OR LIABILITY HEREUNDER.
EXCEPT AS OTHERWISE
PROVIDED FOR HEREIN, ANY PURPORTED ASSIGNMENT, MORTGAGE, TRANSFER, PLEDGE OR
SUBLEASE MADE WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD SHALL BE ABSOLUTELY
NULL AND VOID.
NO ASSIGNMENT OF THIS LEASE SHALL BE EFFECTIVE AND VALID UNLESS
AND UNTIL THE ASSIGNEE EXECUTES AND DELIVERS TO LANDLORD ANY AND ALL
DOCUMENTATION REASONABLY REQUIRED BY LANDLORD IN ORDER TO EVIDENCE ASSIGNEE'S
ASSUMPTION OF ALL OBLIGATIONS OF TENANT HEREUNDER.
REGARDLESS OF WHETHER OR NOT
AN ASSIGNEE OR SUBLESSEE EXECUTES AND DELIVERS ANY DOCUMENTATION TO LANDLORD
PURSUANT TO THE PRECEDING SENTENCE, ANY ASSIGNEE OR SUBLESSEE