BY THE PROVISIONS OF THIS ARTICLE, EXCEPT
THAT A TRANSFER BY DEVOLUTION UPON DEATH SHALL NOT BE DEEMED TO BE A PROHIBITED
ASSIGNMENT UNLESS ITS EFFECT IS TO TRANSFER CONTROL OF SUCH CORPORATION OR OTHER
ENTITY TO A PERSON OR PERSONS WHO DID NOT HAVE CONTROL AT THE TIME SUCH TENANT
ACQUIRED TENANT'S LEASEHOLD ESTATE UNDER THIS LEASE.
IN THE EVENT ANY
CORPORATION OR OTHER ENTITY SHALL BECOME THE TENANT, SUCH TENANT SHALL, WITHIN
TEN (10) DAYS AFTER LANDLORD'S DEMAND FROM TIME TO TIME DURING THE TERM OF THIS
LEASE, FURNISH LANDLORD WITH A SWORN STATEMENT OR OTHER PROOF SATISFACTORY TO
LANDLORD SETTING FORTH THE IDENTITY OF EACH OF ITS STOCKHOLDERS OR OTHER
BENEFICIAL OWNERS AND THE RESPECTIVE OWNERSHIP INTERESTS OF EACH OF THEM.
FOR
PURPOSES HEREOF, "CONTROL" OR "CONTROLLING INTEREST" SHALL MEAN OWNERSHIP OF
FIFTY PERCENT (50%) OR MORE OF (A) THE VOTING STOCK OF ANY CORPORATE TENANT, AND
(B) THE PARTNERSHIP OR OTHER OWNERSHIP INTEREST OF ANY OTHER ENTITY TENANT.
SECTION 7.4.
IN ANY EVENT, AND NOTWITHSTANDING LANDLORD'S CONSENT THERETO, NO
ASSIGNMENT OF THIS LEASE OR SUBLETTING OF THE LEASED PREMISES SHALL BE VALID OR
BINDING UPON LANDLORD:
(A)
UNTIL THE FOLLOWING INSTRUMENTS, DULY EXECUTED AND ACKNOWLEDGED,
IN FORM FOR RECORDING, AND OTHERWISE SATISFACTORY TO LANDLORD, SHALL HAVE BEEN
DELIVERED TO LANDLORD:
(I)
A COUNTERPART OF THE PROPOSED ASSIGNMENT OR SUBLEASE; AND
(II)
IN THE CASE OF AN ASSIGNMENT, AN AGREEMENT UNDER WHICH THE
ASSIGNEE ASSUMES AND AGREES TO PERFORM ALL OF THE TERMS, COVENANTS AND
CONDITIONS OF THIS LEASE ON TENANT'S PART TO BE PERFORMED; OR
(B)
IF AT THE TIME OF THE ASSIGNMENT OR SUBLEASE TENANT IS IN DEFAULT
(AS DEFINED IN ARTICLE 19).
SECTION 7.5.
NOTWITHSTANDING ANY ASSIGNMENT OF THIS LEASE, TENANT SHALL
CONTINUE TO BE LIABLE AS PRINCIPAL AND NOT AS GUARANTOR UNDER THIS LEASE AND
SHALL BE OBLIGATED TO PERFORM ALL OF THE TERMS, COVENANTS AND CONDITIONS
THEREOF.
9
SECTION 7.6.
THE CONSENT OF LANDLORD, WHEN AND IF GIVEN, SHALL BE FOR THAT
INSTANCE ALONE AND THE CONSENT OF LANDLORD SHALL BE REQUIRED FOR, AND THE
PROVISIONS OF THIS ARTICLE SHALL APPLY, TO EACH SUBSEQUENT ASSIGNMENT OR
SUBLEASE.
ARTICLE 8
WAIVER OF JURY TRIAL
SECTION 8.1.
TO THE EXTENT PERMITTED BY LAW, LANDLORD AND TENANT HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF
THEM AGAINST THE OTHER ON MATTERS WHICH ARE CONNECTED WITH THIS LEASE OR ANY OF
ITS PROVISIONS, OR TENANT'S USE AND OCCUPANCY OF THE LEASED PREMISES.
ARTICLE 9
INSURANCE
SECTION 9.1.
(A)
TENANT, AT TENANT'S EXPENSE, SHALL MAINTAIN IN FORCE AND
EFFECT:
(I)
ALL RISK INSURANCE COVERING ANY BUILDINGS AND IMPROVEMENTS AND
BUILDING EQUIPMENT NOW OR HEREAFTER ON THE LAND WHICH IS INCLUDED AS PART OF THE
LEASED PREMISES AND ALL PERSONAL PROPERTY APPERTAINING THERETO AND TENANT TRADE
FIXTURES, AS DEFINED IN SECTION 29.9 (INCLUDING ARTICLES REMOVED FROM THE LEASED
PREMISES FOR REPAIR) AGAINST LOSS OR DAMAGE BY FIRE AND SUCH RISKS AS ARE
CUSTOMARILY INCLUDED IN ALL RISK COVERAGE POLICIES