MAY FURTHER SUBLEASE OR ASSIGN
ITS INTEREST IN THE SUBLEASE WITHOUT BOTH GAIAM, INC.'S AND LANDLORD'S PRIOR
WRITTEN CONSENT, WHICH MAY BE GIVEN OR WITHHELD IN THEIR RESPECTIVE SOLE AND
ABSOLUTE DISCRETION.
7.5
AFFILIATED ENTITY. PROVIDED TENANT IS NOT IN
DEFAULT OF THIS LEASE, WHICH DEFAULT HAS NOT BEEN CURED WITHIN ANY APPLICABLE
CURE PERIOD, TENANT MAY, WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT ASSIGN THE
LEASE TO:
(I) A SUBSIDIARY, AFFILIATE, DIVISION OR CORPORATION CONTROLLED OR
UNDER COMMON CONTROL WITH TENANT; (II) A SUCCESSOR CORPORATION TO TENANT BY
MERGER, CONSOLIDATION, OR NONBANKRUPTCY REORGANIZATION; (III) A PURCHASER OF
SUBSTANTIALLY ALL OF TENANT'S ASSETS AND WHO CONTINUES TO OPERATE AS "TENANT" IN
THE PREMISES (COLLECTIVELY, "PERMITTED ASSIGNEES"). TENANT ACKNOWLEDGES WARRANTS
AND AGREES THAT THE PERMITTED ASSIGNEE SHALL ASSUME ALL LIABILITIES AND
OBLIGATIONS OF TENANT UNDER THE LEASE. TENANT SHALL NOTIFY LANDLORD OF ALL
PERMITTED ASSIGNEE(S) WITHIN THIRTY (30) DAYS OF SUCH ASSIGNMENT OR SUBLETTING.
FOR THE PURPOSE OF THIS LEASE, SALE OR TRANSFER OF TENANT'S CAPITAL STOCK,
INCLUDING WITHOUT LIMITATION, A TRANSFER IN REORGANIZATION OF TENANT AND ANY
SALE THROUGH ANY PUBLIC EXCHANGE, SHALL NOT BE DEEMED AN ASSIGNMENT, SUBLETTING,
OR ANY OTHER TRANSFER OF THE LEASE OR THE PREMISES, PROVIDED THAT THE SURVIVING
ENTITY IN SUCH TRANSFER ASSUMES THE LEASE BY OPERATION OF LAW.
ARTICLE 8
TRANSFER BY LANDLORD AND LIMITED LIABILITY
8.1
TRANSFER OF LANDLORD'S INTEREST. IN THE
EVENT OF A SALE, CONVEYANCE, OR ASSIGNMENT BY LANDLORD OF LANDLORD'S INTEREST IN
THE BUILDING COMPLEX (OTHER THAN A TRANSFER FOR SECURITY PURPOSES ONLY),
LANDLORD SHALL BE RELIEVED FROM AND AFTER THE DATE SPECIFIED IN ANY SUCH NOTICE
OF TRANSFER OR ASSIGNMENT OF ALL OF LANDLORD'S OBLIGATIONS AND LIABILITIES
ACCRUING THEREAFTER ON THE PART OF LANDLORD, AND TENANT AGREES TO LOOK ONLY
TOWARD SUCH ASSIGNEE OR TRANSFEREE OF LANDLORD'S INTEREST.
8.2
LIMITED LIABILITY OF LANDLORD. ANYTHING
CONTAINED IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, TENANT AGREES THAT
TENANT SHALL LOOK SOLELY TO THE ESTATE OF LANDLORD IN THE BUILDING COMPLEX FOR
THE COLLECTION OF ANY JUDGMENT (OR OTHER JUDICIAL PROCESS) REQUIRING THE PAYMENT
OF MONEY BY LANDLORD IN THE EVENT OF ANY DEFAULT OR BREACH BY LANDLORD WITH
RESPECT TO ANY OF THE TERMS AND PROVISIONS OF THIS LEASE TO BE OBSERVED OR
PERFORMED BY LANDLORD, SUBJECT, HOWEVER, TO THE PRIOR RIGHTS OF THE HOLDER OF
ANY MORTGAGE COVERING THE BUILDING COMPLEX, AND NO OTHER ASSETS OF LANDLORD, ITS
PARTNERS, AGENTS, EMPLOYEES, OFFICERS, OR EMPLOYEES OR OFFICERS OF ANY OF ITS
PARTNERS SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER JUDICIAL PROCESS FOR THE
SATISFACTION OF TENANT'S CLAIM AND LANDLORD SHALL NOT BE LIABLE FOR ANY SUCH
DEFAULT OR BREACH EXCEPT TO THE EXTENT OF LANDLORD'S ESTATE IN THE BUILDING
COMPLEX.
8.3
LIMITED LIABILITY OF TENANT. LANDLORD AGREES
THAT THE PERSONAL ASSETS OF TENANT'S EMPLOYEES, DIRECTORS AND OFFICERS SHALL NOT
BE SUBJECT TO LEVY, EXECUTION, OR OTHER JUDICIAL PROCESS FOR THE SATISFACTION OF
LANDLORD'S CLAIM AGAINST TENANT.
13
ARTICLE 9
USE OF PREMISES
9.1
USE.
EXCEPT AS EXPRESSLY PERMITTED BY PRIOR
WRITTEN