LEASE, OR (Y) INCREASE ANY OF TENANT'S NON-MONETARY OBLIGATIONS UNDER THIS
LEASE, IN EITHER (X) OR (Y) BEYOND A DE MINIMIS EXTENT.
ARTICLE 6
QUIET ENJOYMENT
6.01
SO LONG AS TENANT PAYS ALL OF THE FIXED RENT AND ADDITIONAL CHARGES
AND OBSERVES AND PERFORMS ALL OF TENANT'S OTHER OBLIGATIONS HEREUNDER, TENANT
SHALL PEACEABLY AND QUIETLY HAVE, HOLD AND ENJOY THE PREMISES WITHOUT HINDRANCE,
EJECTION OR MOLESTATION BY LANDLORD OR ANY PERSON LAWFULLY CLAIMING THROUGH OR
UNDER LANDLORD, SUBJECT, NEVERTHELESS, TO THE PROVISIONS OF THIS LEASE AND TO
SUPERIOR LEASES AND SUPERIOR MORTGAGES.
THIS COVENANT SHALL BE CONSTRUED AS A
COVENANT RUNNING WITH THE LAND, AND IS NOT, NOR SHALL IT BE CONSTRUED AS, A
PERSONAL COVENANT OF LANDLORD, EXCEPT TO THE EXTENT OF LANDLORD'S INTEREST IN
THE REAL PROPERTY AND THE SALE AND RENTAL PROCEEDS THEREFROM AND ONLY SO LONG AS
SUCH INTEREST SHALL CONTINUE, AND THEREAFTER LANDLORD SHALL BE RELIEVED OF ALL
LIABILITY HEREUNDER THEREAFTER ACCRUING AND THIS COVENANT SHALL BE BINDING ONLY
UPON SUBSEQUENT SUCCESSORS IN INTEREST OF LANDLORD'S INTEREST IN THIS LEASE, TO
THE EXTENT OF THEIR RESPECTIVE INTERESTS, AS AND WHEN THEY SHALL ACQUIRE THE
SAME, AND SO LONG AS THEY SHALL RETAIN SUCH INTEREST.
ARTICLE 7
ASSIGNMENT, SUBLETTING AND MORTGAGING
7.01
TENANT SHALL NOT, WHETHER VOLUNTARILY, INVOLUNTARILY, OR BY
OPERATION OF LAW OR OTHERWISE (A) ASSIGN IN WHOLE OR IN PART OR OTHERWISE
TRANSFER IN WHOLE OR IN PART THIS LEASE OR THE TERM AND ESTATE HEREBY GRANTED,
OR ADVERTISE TO DO SO, (B) SUBLET THE PREMISES OR ANY PART THEREOF, OR PUBLICLY
OFFER OR ADVERTISE IN THE MEDIA TO DO SO (WHICH SHALL NOT PROHIBIT THE LISTING
OF SPACE WITH A LICENSED REAL ESTATE BROKER AND/OR LISTING SERVICE IN ACCORDANCE
WITH THE TERMS OF THIS ARTICLE 7), OR ALLOW THE PREMISES OR ANY PART THEREOF TO
BE USED, OCCUPIED OR UTILIZED BY ANYONE OTHER THAN TENANT AND TENANT AFFILIATES,
(C) MORTGAGE, PLEDGE, ENCUMBER OR OTHERWISE HYPOTHECATE THIS LEASE OR THE
PREMISES OR ANY PART THEREOF IN ANY MANNER WHATSOEVER OR (D) PERMIT THE PREMISES
OR ANY PART THEREOF TO BE OCCUPIED, OR USED FOR DESK SPACE, MAILING
20
PRIVILEGES OR OTHERWISE, BY ANY PERSON OTHER THAN TENANT, WITHOUT IN EACH
INSTANCE OBTAINING THE PRIOR WRITTEN CONSENT OF LANDLORD.
7.02
(A)
(1)
IF TENANT IS A CORPORATION, THE
PROVISIONS OF SUBDIVISION (A) OF SECTION 7.01 SHALL APPLY TO A TRANSFER (HOWEVER
ACCOMPLISHED, WHETHER IN A SINGLE TRANSACTION OR IN A SERIES OF RELATED
TRANSACTIONS OR IN A SERIES OF UNRELATED TRANSACTIONS, IF IN THE LATER CASE
EFFECTED WITHIN ANY THREE (3) YEAR PERIOD) OF STOCK (OR ANY OTHER MECHANISM SUCH
AS, BY WAY OF EXAMPLE, THE ISSUANCE OF ADDITIONAL STOCK, A STOCK VOTING
AGREEMENT OR CHANGE IN CLASS(ES) OF STOCK) WHICH RESULTS IN A CHANGE OF CONTROL
OF TENANT AS IF SUCH TRANSFER OF STOCK (OR OTHER MECHANISM) WHICH RESULTS IN A
CHANGE OF CONTROL OF TENANT WERE AN ASSIGNMENT OF THIS LEASE, EXCEPT THAT
(X) THE TRANSFER OF THE OUTSTANDING CAPITAL STOCK OF