Common use of Further Requirements Clause in Contracts

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in Section 17.1(1), whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfer. Any Transfer to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41. Any sublease shall provide that: (1) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2) such sublease is subject and subordinate to this Lease; (3) Landlord may enforce the provisions of the sublease, including collection of rents; and (4) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such sublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (c) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable actual and out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless nevertheless, Landlord shall not (aA) be liable for any previous act or omission of Tenant under such subleasesublease (unless such act or omission is of a continuing nature and Landlord does not cure the same within a reasonable time); (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, whether or not in violation of the terms and conditions of the Lease, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular assignment, subletting or occupancy or other act for which Landlord’s consent is required under this Section 4.10 shall not in any way diminish the prohibition stated in this Section 4.10 as to any further such assignment, subletting or occupancy or other act or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder, and Tenant shall remain fully and primarily liable therefor. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual request for consent to any proposed Assignment or proposed assignment or sublease or other act described in Section 17.1(1)Sublease, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer Sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such Sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease Sublease shall provide that: (1i) the term of the sublease Sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease Sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the subleaseSublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such subleaseSublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, Landlord but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such subleaseSublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (c) be bound by any previous modification of such sublease Sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rentrent or be liable for the return of any security deposit posted with Tenant (unless actually received by Landlord); or (d) be obligated to make any payment to or on behalf of such subtenant, or to perform any work in the area leased by the subtenant beyond Landlord’s obligations under this Lease.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as -------------------- Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretiondiscretion and a fully executed counterpart of such sublease has been delivered to Landlord. In the event that Landlord consents to any sublease under the provisions of this Article, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41. Any sublease shall provide that: (1i) the term of the sublease ends must end no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s 's option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant (such costs not to exceed $2,500, provided that such costs shall not exceed $3,500 in connection with any such proposed TransferTenant agrees to use Landlord’s standard form of consent without making material changes thereto). Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rentsrents during the pendency of an Event of Default; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretiondiscretion and a fully executed counterpart of such sublease has been delivered to Landlord. In the event that Landlord consents to any sublease under the provisions of this Article, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41. Any sublease shall provide that: (1i) the term of the sublease ends must end no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in Section 17.1(117.l(l), . whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with not listed, owned or controlled by, or acting for or on behalf of, any person or entity on the OFAC provisions set forth in Section 41List. Any sublease shall provide that: (1) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2) such sublease is subject and subordinate to this Lease; (3) Landlord may enforce the provisions of the sublease, including collection of rents; and (4) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such sublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (ca) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demandwithin ten (10) days following Landlord's invoice therefor, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in Section 17.1(1)PARAGRAPH (A) of SECTION 6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s 's option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.

Further Requirements. Tenant shall reimburse Landlord Any deductible or self-insured retention amount or other similar obligation under the policies listed above will be the sole responsibility of Company. This insurance must be placed with insurers rated “A-” or better by A.M. Best (or non-U.S. equivalent, if applicable). Insurers with less than an “A-” rating are unacceptable without WFB's prior written consent. WFB and its affiliates, officers, and employees will be an additional insured on demandthe Commercial General Liability policy, the Umbrella Liability policy, and the Cyber/Privacy Liability policy. The insurance coverages required above, through a policy or endorsement, will include: (i) a provision that the policy and endorsements relevant to this Agreement may not be canceled or materially modified without thirty (30) days' prior written notice to WFB (provided that if Company receives less than thirty (30) days notice of cancellation or modification from the applicable insuror, Company will notify WFB as Additional Rentpromptly as reasonably practicable); and (ii) a provision that Company's insurance coverage will be primary and non-contributory with respect to any insurance, self-insurance or self-retention maintained by WFB, and that any insurance, self-insurance or self-retention maintained by WFB will be for WFB's interest only. The legal defense provided to WFB under the policies/endorsements must be free of any reasonable out-conflicts of interest, even if retention of separate legal counsel for WFB is necessary. Company will furnish a certificate of insurance to WFB prior to the commencement of Services, showing compliance with the provisions of this Article 11. Additionally, and without limiting the foregoing, Company agrees to notify WFB as promptly as reasonably practicable: (a) if there are any material changes to Company's Systems or otherwise associated with Company's technical environment that would reasonably be expected to impact Company's insurance coverage; (b) if there are any material changes to the terms of Company's insurance policies that would reasonably be expected to impact the insurer's right to cancel such policies in a manner that is adverse to the Company or WFB; (c) of any actions are taken by Company or Company's insurer that are in furtherance of a material change to, or cancellation of-pocket costs , any of the insurance coverages described in this Article; (including reasonable attorneys’ fees d) of any planned due diligence visits scheduled by Company's insurer that are related to the insurance coverages described in this Article and expenses) incurred by Landlord of any attestation that such due diligence has been completed in connection with such visit; (e) regarding any actual and all findings, concerns, suggestions or proposed assignment or sublease or other act described in Section 17.1(1), whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant recommendations provided that such costs shall not exceed $3,500 by Company's insurer in connection with any such proposed Transfer. Any Transfer to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee execute a consent agreement due diligence visits; (f) of any increase in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance Company's premiums associated with the OFAC provisions set forth insurance coverages described in Section 41. Any sublease shall provide that: (1) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2) such sublease is subject and subordinate to this Lease; (3) Landlord may enforce the provisions of the sublease, including collection of rents; and (4) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such sublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (c) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.this

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable actual and out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s 's option, attorn to Landlord, but nevertheless nevertheless, Landlord shall not (aA) be liable for any previous act or omission of Tenant under such subleasesublease (unless such act or omission is of a continuing nature and Landlord does not cure the same within a reasonable time); (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) actually incurred by Landlord in connection with any actual or proposed assignment assignment, sublease or sublease occupancy agreement or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs sublessee. Notwithstanding Tenant entering into any assignment, sublease or occupancy agreement pursuant hereto, Tenant shall not exceed $3,500 in connection with any such proposed Transferremain primarily liable for all of its obligations hereunder. Any Transfer assignment, sublease or occupancy agreement to which Landlord gives its consent shall not be valid or binding on Landlord and no assignee, sublessee or occupant shall take possession of all or any portion of the Premises, unless and until Tenant and Transferee execute the assignee, sublessee or occupant executes a consent agreement in form and substance satisfactory to Landlord in its reasonable discretiondiscretion and a fully executed counterpart of such assignment, which consent agreement shall require Transferee sublease or occupancy agreement. In the event that Landlord consents to be bound by all any sublease under the obligations provisions of Tenant hereunderthis Article, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41. Any any such sublease shall provide that: (1i) the term of the sublease ends must end no later than one day before the last day of the Term of this Lease; (2ii) no sublease shall be valid, and no sublessee shall take possession of all or any part of the Premises until a fully executed counterpart of such sublease has been delivered to Landlord; (iii) such sublease is subject and subordinate to this Lease; (3iv) Landlord may enforce the provisions of the sublease, including collection of rents; and (4v) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant sublessee shall, at Landlord’s 's option, attorn to Landlord, Landlord but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant sublessee against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which discretion and a fully executed counterpart of such sublease has been delivered to Landlord. Landlord may condition its consent agreement to any partial subletting upon a condition that the portion of the space so sublet shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with applicable statutes, building laws, ordinances and codes. In the OFAC event that Landlord consents to any sublease under the provisions set forth in Section 41. Any of this Article, the sublease shall provide that: (1i) the term of the sublease ends must end no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s 's option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.

Further Requirements. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, whether or not in violation of the terms and conditions of the Lease, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular assignment, subletting or occupancy or other act for which Landlord’s consent is required under this Section 4.10 shall not in any way diminish the prohibition stated in this Section 4.10 as to any further such assignment, subletting or occupancy or other act or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder, and Tenant shall remain fully and primarily, jointly and severally liable therefor. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual request for consent to any proposed Assignment or proposed assignment or sublease or other act described in Section 17.1(1)Sublease, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer Sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such Sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease Sublease shall provide that: (1i) the term of the sublease Sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease Sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the subleaseSublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such subleaseSublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, Landlord but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such subleaseSublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (c) be bound by any previous modification of such sublease Sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket out‑of‑pocket costs (including reasonable attorneys’ fees and expenses) ), not to exceed $3,000 in each instance, incurred by Landlord in connection with any actual or proposed assignment or sublease or other act described in paragraph (a) of Section 17.1(1)6.1, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs shall not exceed $3,500 in connection with any such proposed Transfersubtenant. Any Transfer sublease to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee the sublessee execute a consent agreement in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee discretion and a fully executed counterpart of such sublease has been delivered to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41Landlord. Any sublease shall provide that: (1i) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2ii) such sublease is subject and subordinate to this Lease; (3iii) Landlord may enforce the provisions of the sublease, including collection of rents; and (4iv) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.. ACTIVE/91437610.6

Further Requirements. Tenant shall reimburse Landlord Any deductible or self-insured retention amount or other similar obligation under the policies listed above will be the sole responsibility of Company. This insurance must be placed with insurers rated “A-” or better by A.M. Best (or non-U.S. equivalent, if applicable). Insurers with less than an “A-” rating are unacceptable without WFB's prior written consent. WFB and its affiliates, officers, and employees will be an additional insured on demandthe Commercial General Liability policy, the Umbrella Liability policy, and the Cyber/Privacy Liability policy. The insurance coverages required above, through a policy or endorsement, will include: (i) a provision that the policy and endorsements relevant to this Agreement may not be canceled or materially modified without thirty (30) days' prior written notice to WFB (provided that if Company receives less than thirty (30) days notice of cancellation or modification from the applicable insuror, Company will notify WFB as Additional Rentpromptly as reasonably practicable); and (ii) a provision that Company's insurance coverage will be primary and non-contributory with respect to any insurance, self-insurance or self-retention maintained by WFB, and that any insurance, self-insurance or self-retention maintained by WFB will be for WFB's interest only. The legal defense provided to WFB under the policies/endorsements must be free of any reasonable out-conflicts of interest, even if retention of separate legal counsel for WFB is necessary. Company will furnish a certificate of insurance to WFB prior to the commencement of Services, showing compliance with the provisions of this Article 11. Additionally, and without limiting the foregoing, Company agrees to notify WFB as promptly as reasonably practicable: (a) if there are any material changes to Company's Systems or otherwise associated with Company's technical environment that would reasonably be expected to impact Company's insurance coverage; (b) if there are any material changes to the terms of Company's insurance policies that would reasonably be expected to impact the insurer's right to cancel such policies in a manner that is adverse to the Company or WFB; (c) of any actions are taken by Company or Company's insurer that are in furtherance of a material change to, or cancellation of-pocket costs , any of the insurance coverages described in this Article; (including reasonable attorneys’ fees d) of any planned due diligence visits scheduled by Company's insurer that are related to the insurance coverages described in this Article and expenses) incurred by Landlord of any attestation that such due diligence has been completed in connection with such visit; (e) regarding any actual and all findings, concerns, suggestions or proposed assignment or sublease or other act described in Section 17.1(1), whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant recommendations provided that such costs shall not exceed $3,500 by Company's insurer in connection with any such proposed Transfer. Any Transfer to which Landlord gives its consent shall not be valid unless and until Tenant and Transferee execute a consent agreement due diligence visits; (f) of any increase in form and substance satisfactory to Landlord in its reasonable discretion, which consent agreement shall require Transferee to be bound by all the obligations of Tenant hereunder, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance Company's premiums associated with the OFAC provisions set forth insurance coverages described in Section 41. Any sublease shall provide that: this Article if such increase exceeds ten percent (1) the term of the sublease ends no later than one day before the last day of the Term of this Lease; (2) such sublease is subject and subordinate to this Lease; (3) Landlord may enforce the provisions of the sublease, including collection of rents10%); and (4g) if there is a material change in the event status of termination Company's insurer (e.g. solvency, ratings downgrade, etc.) that is detrimental to the interests of this Lease WFB or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord, but nevertheless Landlord shall not (a) be liable for any previous act or omission of Tenant under such sublease; (b) be subject to any defense or offset previously accrued in favor of the subtenant against Tenant; or (c) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one month’s rent.Company. [Signature Page Follows]

Further Requirements. Tenant shall reimburse Landlord on demand, as Additional Rent, for any reasonable out-of-pocket costs (including reasonable attorneys’ ' fees and expenses) actually incurred by Landlord in connection with any actual or proposed assignment assignment, sublease or sublease occupancy agreement or other act described in Section 17.1(1)PARAGRAPH (a) of SECTION 6.1, whether or not consummated, including the reasonable costs of making investigations as to the acceptability of the proposed assignee or subtenant provided that such costs sublessee. Notwithstanding Tenant entering into any assignment, sublease or occupancy agreement pursuant hereto, Tenant shall not exceed $3,500 in connection with any such proposed Transferremain primarily liable for all of its obligations hereunder. Any Transfer assignment, sublease or occupancy agreement to which Landlord gives its consent shall not be valid or binding on Landlord and no assignee, sublessee or occupant shall take possession of all or any portion of the Premises, unless and until Tenant and Transferee execute the assignee, sublessee or occupant executes a consent agreement in form and substance satisfactory to Landlord in its reasonable discretiondiscretion and a fully executed counterpart of such assignment, which consent agreement shall require Transferee sublease or occupancy agreement. In the event that Landlord consents to be bound by all any sublease under the obligations provisions of Tenant hereunderthis Article, including the covenant against further assignment and subletting, and include Transferee’s representation and warranty that it is in compliance with the OFAC provisions set forth in Section 41. Any any such sublease shall provide that: (1i) the term of the sublease ends must end no later than one day before the last day of the Term of this Lease; (2ii) no sublease shall be valid, and no sublessee shall take possession of all or any part of the Premises until a fully executed counterpart of such sublease has been delivered to Landlord; (iii) such sublease is subject and subordinate to this Lease; (3iv) Landlord may enforce the provisions of the sublease, including collection of rents; and (4v) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant sublessee shall, at Landlord’s 's option, attorn to Landlord, Landlord but nevertheless Landlord shall not (aA) be liable for any previous act or omission of Tenant under such sublease; (bB) be subject to any defense or offset previously accrued in favor of the subtenant sublessee against Tenant; or (cC) be bound by any previous modification of such sublease made without Landlord’s 's written consent or by any previous prepayment of more than one month’s 's rent.