Common use of No Release Clause in Contracts

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all of Tenant’s interest in the Premises, Premises (including any such Transferee transferee under a Related Party Transfer, ) shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee transferee (and upon notice from Landlord any Transferee transferee shall pay directly to Landlord) and apply the net amount collected to the Rent rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee transferee of any provision of covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and whether transfer of this Lease or not the same is any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a Related Party Transfer or is consented to, the liability transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability to Landlord shall in all events remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all a substantial part of Tenant’s 's interest in the Premises, including any such Transferee under a Related Party Transfer, Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s 's covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a defaultsubject to the default provisions). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to may collect Rent rent and other charges from any Transferee such transferee (and upon notice from Landlord any Transferee such transferee shall pay directly to Landlord) and shall apply the net amount collected to the Rent rent and other charges reserved under this Lease. No Transfer herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer transfer or a further Transfer by Tenant assignment, subletting, license or such Transferee. Notwithstanding anything occupancy, to the contrary extent required in the documents effecting the Transfer, Section 8.1; nor shall Landlord’s 's consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of restriction on transfer in this Article Section shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer Any assignment or sublease shall be made only if and whether shall not be effective until the assignee or not subtenant shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the same is a Related Party Transfer assignee or is consented to, subtenant shall assume all of the liability obligations of this Lease on the part of Tenant to Landlord be performed or observed and shall remain direct and primary, be subject to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest the covenants, agreements, terms, provisions and conditions contained in the Premisesthis Lease, including except as expressly provided for therein. Notwithstanding any such Transferee under a Related Party Transfer, shall be jointly sublease or assignment and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of rent by Landlord from any subtenant or assignee, Tenant and any guarantor shall and will remain fully liable for the Transferee as a tenantpayment of the rent and additional rent due hereunder, or a release of Tenant from direct and primary liability to become due hereunder, for the performance of all of the covenants covenants, agreements, terms, provisions and conditions contained in this Lease on the part of this Lease. The consent by Landlord Tenant to be performed and for all acts and omissions of any Transfer shall not relieve Tenant licensee, subtenant, assignee or any Transferee from the obligation other person claiming under or through any subtenant or assignee that shall be in violation of obtaining the express consent any of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms and conditions of this Lease, to which and any Transfer at all times such violation shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall deemed to be a default for which there is no cure periodviolation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, or deliver a duplicate original copy thereof to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any Transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding No Transfer shall release or discharge Tenant of or from any Transfer and liability, whether past, present or not the same is a Related Party Transfer or is consented tofuture, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; , and such Transferee Tenant shall upon written request from Landlord execute and deliver such instruments as Landlord continue to be fully liable hereunder. Each subtenant or assignee shall agree, in a form reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly satisfactory to Landlord) , to comply with and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of bound by all of the covenants terms, covenants, conditions, provisions and agreements of this Lease. The consent assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in Default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. ▇▇▇▇▇▇▇▇’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. Tenant shall deliver to any Landlord promptly after execution an executed copy of each Transfer shall not relieve Tenant and an agreement of compliance by each such subtenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodassignee.

No Release. Notwithstanding any Transfer assignment or subletting, Tenant and whether or not the same is a Related Party Transfer or is consented to, the liability any Guarantor of Tenant to Landlord Tenant’s obligations under this Lease shall remain direct fully responsible and primary, to liable for the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee payment of all or substantially the Rent herein specified and for compliance with all of Tenant’s interest other obligations under this Lease (even if future assignments and subletting occur after the assignment or subletting by Tenant, and regardless of whether or not Tenant’s approval has been obtained for those future assignments and sublettings). Moreover, if the Rent due and payable by a sublessee (or a combination of the rental payable by the sublessee plus any bonus or other consideration relating thereto in excess of market value of other property or services being provided) exceeds the PremisesRent payable under this Lease, including any such Transferee or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee therefor exceeds the Rent payable under a Related Party Transferthis Lease, then Tenant shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) pay to Landlord for one-half of the performance of excess amounts within ten (10) days after receipt thereof from time to time by Tenant after first deducting all of Tenant’s covenants under this Lease; reasonable broker fees, attorneys’ fees and such Transferee shall upon written request from tenant improvement costs of effecting the Transfer. Finally, on an assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee are received by Tenant in trust for Landlord, to be forwarded immediately to Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default)without offset or reduction of any kind. During any period when there exists On Landlord’s election, during the existence of an Event of Default by Tenant which is then continuingDefault, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee all such rentals shall pay be paid directly to Landlord) and apply the net amount collected to the Rent and other charges reserved Landlord as specified under this Lease. No Transfer shall Lease (to be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee applied as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlordcredit against Tenant’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodaccrued Rent obligations).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, or deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct may require that, upon the occurrence and primary, to during the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee continuance of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuingunder this Lease, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said subtenant written notice that Tenant is in default under this Lease beyond applicable notice and cure periods, said subtenant will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed Upon the execution of a waiver sublease, Tenant irrevocably and unconditionally assigns to Landlord all rents and other sums payable under such sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, deliver a duplicate original or otherwise genuine copy thereof to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer transfer and whether or not the same is a Related Party Permitted Transfer or is consented to, the Tenant's (and any guarantor's) liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all of Tenant’s 's interest in the Premises, including any such Transferee under transferee by virtue of a Related Party Permitted Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s 's covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent rent and other charges from any Transferee transferee (and upon notice from Landlord any Transferee transferee shall pay directly to Landlord) and apply the net amount collected to the Rent rent and other charges reserved under this Lease. No Transfer transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer transfer shall not relieve Tenant or any Transferee transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer transfer or a further Transfer transfer by Tenant or such Transfereetransferee. Notwithstanding anything to the contrary in the documents effecting the Transfertransfer, Landlord’s 's consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee transferee of any provision of covenant in this Article shall be a default an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consent.

No Release. Notwithstanding No assignment or sublease (including without limitation any Transfer and whether assignment under Section 14.01(b)) shall affect or not reduce any of the same is a Related Party Transfer or is consented to, the liability obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any assignment or sublease and/or Landlord’s acceptance of rent from an assignee or sublessee shall in no event: (i) release Tenant from any liability under this Lease, or (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease. Furthermore, should Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all any subsequent assignee of Tenant’s interest in the PremisesLease enter into any amendments, including modifications or supplements to the Lease, the original Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the original Tenant receives notice of or consents to any such Transferee under a Related Party Transferamendment, shall be jointly and severally liable with Tenant (modification or supplement to the Lease, except to the extent that Landlord and original Tenant still exists as a separate entity after a Related Party Transfer) otherwise agree in writing at the time of the assignment or thereafter. Except to the extent that Landlord for and original Tenant otherwise agree in writing at the performance time of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (the assignment or thereafter, Tenant acknowledges, understands and agrees that its failure Tenant shall remain liable on the Lease whether or not Tenant consents to do so shall be a default). During or has notice of any period when there exists an Event of Default by Tenant which is then continuingsubsequent amendment, Tenant hereby irrevocably authorizes modification or supplement and Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability has specifically bargained for the performance of all of right to so amend, modify or supplement the covenants of this LeaseLease subsequent to an assignment without obtaining said consent or giving said approval. The consent Tenant may only be released upon any assignment or sublease if Landlord releases Tenant in writing by separate instrument, which release Landlord shall have no obligation to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodgive.

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same is a Related Party Transfer or is consented to, the liability provisions of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request , Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists may, if an Event of Default by Tenant which has occurred and is then continuing, Tenant hereby irrevocably authorizes collect rent from the subtenant or occupant. In either event, Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the Transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. The consent by Landlord to any Transfer the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such Transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further Transfer subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transferoccupancy by others (that is, Landlord’s consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be as a default for which there is no cure period“Subtenant”).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease beyond the period of this Sectionnotice and opportunity to cure provided herein. Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer 'successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation sublessee or assignee of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, Subject to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee provisions of all or substantially all of Tenant’s interest in the PremisesSection 20.6 below, including any such Transferee under a Related Party no Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant exhausting remedies against such Transferee or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodsuccessor.

No Release. Notwithstanding Nothing contained in the Sublease or this Agreement shall be construed as relieving or releasing Tenant from any Transfer of its obligations under the Lease, it being expressly understood and whether agreed that Tenant shall remain liable for such obligations notwithstanding anything contained in the Sublease or not this Agreement or any subsequent assignment, sublease, or transfer of the same interest of the tenant under the Lease, provided, however, that if Subtenant is a Related Party Transfer or is consented toin Default (as defined in the Sublease) in the payment of any amounts due under the Sublease (“Default Rent”), Tenant shall have the liability right to offset the amount of the Default Rent against the rent and other sums due from Tenant to Landlord shall remain direct under the Lease (and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee nonpayment of Default Rent shall not constitute a default under a Related Party Transferthe Lease), but only after (i) written notice to Landlord and Subtenant of Subtenant’s nonpayment of Default Rent to Sublandlord and the expiration of the applicable cure period, under the Sublease, and (a) an additional notice to Landlord and Subtenant that such nonpayment has not been cured within the applicable cure period under the Sublease Agreement. Tenant shall be jointly responsible for the rent due to from Subtenant, subject to Tenants offset right hereinabove described, and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all the other terms and conditions of Tenant’s covenants under this Lease; and such Transferee shall upon written request from the Sublease, it being understood that Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be is not a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected party to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this SectionSublease and, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding notwithstanding anything to the contrary contained in the documents effecting Sublease, is not bound by any terms, provisions, representations or warranties contained in the Transfer, Landlord’s consent shall Sublease and is not alter in any manner whatsoever the terms of this Lease, obligated to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or Subtenant for any Transferee of any provision of this Article shall be a default for which there is no cure periodthe duties and obligations contained therein.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all of Tenant’s interest in the Premises, Premises (including any such Transferee transferee under a Related Party Transfer, ) shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee transferee (and upon notice from Landlord any Transferee transferee shall pay directly to Landlord) and apply the net amount collected to the Rent rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee transferee of any provision of covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this Section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same is a Related Party Transfer or is consented to, the liability provisions of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from , Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists may, if an Event of Default by Tenant which has occurred and is then continuing, Tenant hereby irrevocably authorizes collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord to may, if an Event of Default has occurred and is continuing, collect Rent and other charges the rent due under the applicable sublease or occupancy agreement from any Transferee (and upon notice from the subtenant or occupant. In either event, Landlord any Transferee shall pay directly to Landlord) and may apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the Transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. The consent by Landlord to any Transfer the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such Transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further Transfer subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transferoccupancy by others (that is, Landlord’s consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be as a default for which there is no cure period“Subtenant”).

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Following a default beyond any applicable notice and cure periods by Tenant, Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if ▇▇▇▇▇▇▇▇ gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by ▇▇▇▇▇▇▇▇, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default beyond applicable notice and cure periods under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of ▇▇▇▇▇▇ in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any Transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer transfer and whether or not the same is a Related Party Permitted Transfer or is consented to, the liability of Tenant (and any Guarantor) to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee transferee under a Related Party Permitted Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default)thereof. During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent rent and other charges from any Transferee transferee (and upon notice from Landlord any Transferee transferee shall pay directly to Landlord) and apply the net amount collected to the Rent rent and other charges reserved under this Lease, provided that Landlord shall only be permitted to collect rent and other charges from a subtenant of Tenant following a default of Tenant after notice and opportunity to cure. No Transfer transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant or any Guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer transfer shall not relieve Tenant or any Transferee transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer transfer or a further Transfer transfer by Tenant or such Transfereetransferee. Notwithstanding anything to the contrary in the documents effecting the Transfertransfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer transfer at all times shall be subject and subordinate. The breach Landlord shall not have any liability to Tenant for any failure or refusal by Landlord to consent to a proposed transfer, and Tenant’s sole remedy for any such failure or refusal shall be for injunctive relief after a judicial determination that Landlord has breached any obligation to grant such consent required to be given hereunder. However, any disputes under this Section 6.3 pertaining to whether or not Landlord’s consent is required, or in a situation where Landlord may not unreasonably withhold or condition consent, whether Landlord has withheld or conditioned consent reasonably, may be submitted for resolution by either party pursuant to the special expedited dispute resolution procedure set forth in Exhibit J. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any Transferee lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any provision right or interest in the possession, use, occupancy or utilization of this Article shall be a default for which there is no cure periodany part of the Premises.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310 which grant Tenant the right to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of terminate this Article shall be a default for which there is no cure periodLease if Landlord unreasonably withholds its consent.

No Release. Notwithstanding any No Transfer and whether will release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primarymay require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee if Tenant is in default hereunder. However, the acceptance of Rent by Landlord from any other person will not be deemed to the extent that Tenant still exists as be a separate entity after a Related Party waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. Any In the event of default by any Transferee of all Tenant or substantially all any successor of Tenant’s interest Tenant in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant’s covenants , without notifying Tenant, or any successor of Tenant, and without obtaining Tenant's consent thereto and any such actions of Landlord will not relieve Tenant of liability under this Lease; provided, however, Landlord shall notify Tenant of any such assignment, subletting, amendment or modification and such Transferee Landlord shall upon written request from not diminish Tenant's rights hereunder (other than to a de minimis extent) or reduce Tenant's income without Tenant's consent. If Landlord execute and deliver such instruments as shall decline to give its consent to any proposed Transfer, or if Landlord reasonably requests in confirmation thereof (and agrees that shall exercise any of its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuingoptions under Section 9.03, Tenant hereby irrevocably authorizes shall indemnify, defend and hold harmless Landlord to collect Rent against and other charges from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed Transferee (and upon notice from Landlord or by any Transferee brokers or other persons claiming a commission or similar compensation in connection with the proposed Transfer, but the foregoing shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved not constitute a waiver of any of Tenant's express rights under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said subtenant written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said subtenant will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed Upon the execution of a waiver sublease, Tenant irrevocably and unconditionally assigns to Landlord all rents and other sums payable under such sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, deliver a duplicate original or otherwise genuine copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease beyond any applicable notice and cure periods. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of Default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The consent by Landlord Lease or sublettings or amendments or modifications to any Transfer shall not relieve Tenant or any Transferee from the obligation this Lease with assignees of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodTenant.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to Landlord shall remain direct pay the rent and primary, to perform all other obligations to be performed by Tenant hereunder. From and after the extent that occurrence of a Default by Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from , Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees may require that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease or lease assignment shall provide that if Landlord gives said sublessee or assignee written notice that Tenant is in Default under this Lease, said sublessee or assignee will thereafter make all payments due under the sublease or assignment directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease or assignment of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy there of to Landlord. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of a waiver of the provisions of this Section, or the acceptance of the Default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to the following without obtaining its or their consent thereto and any Transfer such actions shall not relieve Tenant of liability under this Lease: (i) subsequent assignments of the Lease or any Transferee sublettings of the Premises provided the prior assignee or sublessee is not released from its obligations under the obligation of obtaining the express consent of Landlord to any modification of such Transfer applicable assignment or a further Transfer by Tenant sublease agreements; or such Transferee. Notwithstanding anything (ii) amendments or modifications to the contrary in Lease with assignees of Tenant, but only to the documents effecting the Transferextent such amendments or modifications do not materially increase Tenant's liabilities, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant duties or any Transferee of any provision of this Article shall be a default for which there is no cure periodobligations hereunder.

No Release. Notwithstanding This Consent by Landlord shall not be deemed in any Transfer way or manner a release of Sublessor from the responsibility and whether liability for the payment of rent under the Primary Lease and for compliance with any and all obligations to be performed by Sublessor as the tenant under the Primary Lease. The parties hereto agree that Landlord may, after an event of default by Sublessor under the Primary Lease, in addition to any other remedies under the Primary Lease or not the same is a Related Party Transfer or is consented toat law, the liability of Tenant collect directly from Sublessee all rents due and owing from Sublessee and apply any such rent against sums due to Landlord shall remain direct and primary, to the extent that Tenant still exists by Sublessor as a separate entity after a Related Party Transfertenant under the Primary Lease. Any Transferee Further, Sublessor hereby authorizes and directs Sublessee to make such payments of all or substantially all rent directly to Landlord upon its receipt of Tenant’s interest in the Premises, including written notice of default from Landlord. Such collection of any such Transferee under a Related Party Transfer, rents shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall not be deemed a waiver of any rights and remedies of Landlord against Sublessor as the provisions of this Section, tenant under the Primary Lease or the acceptance of the Transferee as constitute a tenant, novation or a release of Tenant Sublessor as tenant from direct and primary liability for the further performance of all of its obligations under the covenants of this Primary Lease. The consent receipt by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee Sublessee of any provision of this Article such rents shall be a default for which there is no cure periodfull and complete release, discharge and acquittance to such Sublessee to the extent of any such amount of rent so paid to Landlord.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease beyond applicable notice and cure periods. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any Transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee. However, the acceptance of rent by Landlord from any other person shall remain direct and primary, not be deemed to be a waiver by Landlord of any provision hereof except to the extent that Tenant still exists as a separate entity after a Related Party of the rent so accepted. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. Any In the event of default by any Transferee of all Tenant or substantially all any successor of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for Tena▇▇ ▇▇ the performance of all any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant’s covenants , without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease; provided, however, if Landlord amends this Lease without the consent of Tenant and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply amendment increases the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver obligations of the provisions of this SectionTenant hereunder, or the acceptance then Tenant will not be liable for that portion of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodobligations hereunder that were so increased.

No Release. Notwithstanding The liability of the Guarantor hereunder shall not be released, discharged, limited or in any Transfer way affected by anything done, suffered or permitted by the Lender in connection with any duties or liabilities of the Borrower to the Lender or any security therefor including any loss of or in respect of any security received by the Lender from the Borrower or others. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Lender may discontinue, reduce, increase or otherwise vary the credit of the Borrower in any manner whatsoever and may: (a) grant time, renewals, extensions, indulgences, releases and discharges to the Borrower; (b) take or abstain from taking or enforcing securities or collateral from the Borrower or from perfecting securities or collateral of the Borrower; (c) accept compromises from the Borrower; (d) apply all money at any time from the Borrower or from securities upon such part of the Obligations as the Lender may see fit or change any such application in whole or in part from time to time as the Lender may see fit; for greater certainty, the Lender may at any time and from time to time, to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender to or for the credit of the Guarantor against any and all of the liabilities of the Borrower, whether or not the same is a Related Party Transfer or is consented to, Lender shall have made any demand under this guarantee. The Lender shall promptly notify the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity Guarantor after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transferset-off and application, provided that the failure to give such notice shall be jointly not affect the validity of such set-off and severally liable with Tenant (to application. The rights of the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants Lender under this Leaseparagraph are in addition to other rights and remedies (including without limitation, other rights of set-off) which the Lender may have; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.and

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, or deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to any Transfer shall not relieve Tenant subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transferee from the obligation successor of Tenant, and by obtaining the express its or their consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodthereto.

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same is a Related Party Transfer or is consented to, the liability provisions of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request , Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists may, if an Event of Default by Tenant which has occurred and is then continuing, Tenant hereby irrevocably authorizes collect rent from the subtenant or occupant. In either event, Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the Transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. The consent by Landlord to any Transfer the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such Transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further Transfer subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transferoccupancy by others (that is, Landlord’s consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be as a default for which there is no cure period“Subtenant”).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee ▇▇▇▇ thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, or deliver a duplicate original copy thereof to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding No Transfer, including any Permitted Transfer, shall affect or in any way reduce the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any Transfer and/or Landlord’s acceptance of rent from a transferee, assignee or sublessee shall in no event: (i) release Tenant from any liability under this Lease, (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease, or (iii) be construed as Landlord’s consent to a Transfer and whether no such acceptance or not the same is rent shall be deemed a Related Party consent to a Transfer. Tenant may only be released upon any Transfer or is consented toif Landlord releases Tenant in writing by separate instrument, the liability of Tenant to which release Landlord shall remain direct have no obligation to give. Furthermore, should Landlord and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all any subsequent assignee of Tenant’s interest in the PremisesLease enter into any amendments, including modifications or supplements to the Lease, the prior Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the prior Tenant receives notice of or consents to any such Transferee under a Related Party Transferamendment, shall be jointly and severally liable with Tenant (modification or supplement to the extent that Lease. Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (acknowledges, understands and agrees that its failure Tenant shall remain liable on the Lease whether or not Tenant consents to do so shall be a default). During or has notice of any period when there exists an Event of Default by Tenant which is then continuingsubsequent amendment, Tenant hereby irrevocably authorizes Landlord to collect Rent modification or supplement and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability ▇▇▇▇▇▇▇▇ has specifically bargained for the performance of all of right to so amend, modify or supplement the covenants of this Lease. The Lease subsequent to an assignment without obtaining said consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodgiving said approval.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists except as a separate entity after a Related Party Transferotherwise expressly provided above. Any Transferee assignee of all or substantially all of Tenant’s interest in the Premises, Premises (including any such Transferee assignee under a Related Party Transfer, ) shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such commercially reasonable instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach Anything contained in the foregoing provisions of this Section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Tenant any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any Transferee such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any provision right or interest in the possession, use, occupancy or utilization of this Article shall be a default for which there is no cure periodany part of the Premises.

No Release. Notwithstanding Nothing contained in the Sublease or this Consent shall be construed as relieving or releasing Sublandlord from any Transfer of its obligations under the Lease, it being expressly understood and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord agreed that Sublandlord shall remain direct and primaryliable for its obligations under the Lease notwithstanding anything contained in the Sublease or this Consent or any subsequent assignment(s), to sublease(s) or transfer(s) of the extent that Tenant still exists as a separate entity after a Related Party Transferinterest of the tenant under the Lease. Any Transferee Sublandlord shall be responsible for the collection of all or substantially all of Tenant’s interest in the Premisesrent due Sublandlord from Subtenant, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all terms and conditions of Tenant’s covenants under this Lease; and such Transferee shall upon written request from the Sublease, it being understood that Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be is not a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected party to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this SectionSublease and, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding notwithstanding anything to the contrary contained in the documents effecting Sublease, Landlord is not bound by any terms or provisions contained in the TransferSublease and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained in the Sublease. Landlord shall in no event be obligated to collect rent directly from Subtenant but, Landlord’s consent if Landlord does so for any reason, the collection of such rent shall not alter establish the Sublease as a direct lease between Landlord and Subtenant (unless Landlord shall make the “Election” pursuant to paragraph 7 hereof) but rather shall constitute a payment towards Sublandlord’s obligations under the Lease. Sublandlord specifically grants Landlord the right (but not the obligation) to collect rents due under the Lease from Subtenant in any manner whatsoever the terms event of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodby Sublandlord under the Lease.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant's obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. During any period in which Tenant is in default hereunder, Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any Transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer (whether a Permitted Transfer or a Transfer to a Third Party, and whether or not the same is a Related Party Transfer or is consented to), the liability of Tenant Sublessee to Landlord Sublessor for all obligations under this Lease shall remain direct and primaryprimary (and not as guarantor or surety) for the remainder of the Term then existing as of the date of the Transfer and any extensions thereof to the extent such extension is as a result of an exercise of a renewal option set forth in the Sublease existing at the time of such Transfer (it being agreed that any amendment to the Sublease between an assignee of the Sublessee and Sublessor made after the assignment shall not be binding on Sublessee unless and only to the extent that Sublessor is required to enter into such amendment as a result of the assignee exercising rights set forth in the Sublease in effect at the time of such Transfer [e.g., to the extent that Tenant still exists such amendment exercising such rights have extraneous terms not set forth in this Sublease, such terms shall not be binding upon Sublessee]) and Sublessee shall not be relieved of any liability hereunder as a separate entity after a Related Party result of any such Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant Sublessee (to the extent that Tenant still exists as except in connection with a separate entity after a Related Party Transferrelease of Sublessee in accordance with requirements expressly set forth below following Sublessee’s strict satisfaction of such requirements) to Landlord Sublessor for the performance of all of TenantSublessee’s covenants under this Lease; provided, however, in connection with a sublease of less than all of the Premises, such joint and several liability of the subtenant shall only extend to the proportionate share that applicable subleased premises bears to the total Premises (unless a greater proportion of the obligations are assumed pursuant to the applicable sublease Transfer instrument); and such Transferee shall shall, upon written request from Landlord Sublessor’s request, execute and deliver such customary instruments as Landlord Sublessor reasonably requests in confirmation thereof (and agrees provided however that its failure of such Transferee to do so execute the same shall be a default)not relieve such Transferee of any liability hereunder. During any period when there exists Sublessee hereby irrevocably authorizes Sublessor, upon the occurrence of an Event of Default by Tenant which is then continuingthat continues beyond any applicable notice or cure period as provided herein, Tenant hereby irrevocably authorizes Landlord if any, to collect Rent and other charges rent directly from any Transferee (and upon notice from Landlord any Transferee shall pay directly to LandlordSublessor) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer (whether or not consented to by Sublessor, and whether or not such consent is required) shall be deemed a waiver of the provisions of this SectionSection 13, or the acceptance of the Transferee as a tenant, or a release of Tenant Sublessee from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord Sublessor to any Transfer shall not relieve Tenant Sublessee or any Transferee from the obligation of obtaining the express consent of Landlord Sublessor to any modification of such Transfer or a further Transfer by Tenant Sublessee or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord▇▇▇▇▇▇▇▇▇’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee Notwithstanding anything herein to the contrary, in connection with a request for ▇▇▇▇▇▇▇▇▇’s consent to an assignment of any provision the Sublease to a Third Party in accordance with the terms of this Article Section 13, Sublessee shall have the one-time right to request a release of the original Sublessee under this Sublease in accordance with the following terms. Without limiting any of the approval criteria for the proposed assignment of the Sublease as set forth above in this Section 13, if Sublessor approves such assignment, then any such request for release shall be approved by Sublessor only so long as (i) each of the Financial Criteria (as defined below) with respect to the assignee under such assignment is equal to or greater than each respective corresponding Financial Criteria of both Sublessor and Original Guarantor (as defined in the Primary Lease) as of the effective date of the Primary Lease and (ii) the assignee under such assignment assumes all of Sublessee’s obligations under the Sublease. Any such release of Sublessee, if applicable, granted strictly in accordance with the foregoing shall be effective on the date of such assignment of the Sublease and shall be applicable solely with respect to matters first arising from and after the effective date of such release. As used herein, the “Financial Criteria” of an entity shall mean each of the following metrics with respect to such entity: (A) the credit rating with Standard & Poor’s (or, if Standard & Poor’s ceases to exist, the equivalent credit rating with such other nationally recognized debt rating service as is reasonably identified by Sublessee) and (B) the market capitalization based on market valuations on the New York Stock Exchange. The parties hereto acknowledge and agree that the Financial Criteria of Original Guarantor as of the effective date of the Primary Lease are as follows: (A) a default for which there is no cure periodcredit rating with Standard & Poor’s of A+ and (B) a market capitalization (based on the New York Stock Exchange valuations) equal to $132,300,000,000.

No Release. Notwithstanding any Transfer of this Lease or any interest therein, Tenant’s (and whether or not the same is a Related Party Transfer or is consented to, the any guarantor’s) liability of Tenant to Landlord shall in all events remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all a substantial part of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a defaultsubject to the default provisions). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to may collect Rent rent and other charges from any Transferee such transferee (and upon notice from Landlord any Transferee such transferee shall pay directly to Landlord) and shall apply the net amount collected to the Rent and other charges reserved under this Lease. No herein reserved, but no Transfer shall be deemed a waiver of the provisions of this SectionSection 8.6, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer transfer or a further Transfer by Tenant assignment, subletting, license or such Transferee. Notwithstanding anything occupancy, to the contrary in the documents effecting the Transfer, extent required under Section 8.1 hereof; nor shall Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of restriction on transfer in this Article Section 8.6 shall be a default an Event of Default for which there is no cure period.

No Release. Notwithstanding Nothing contained in the Assignment Agreement or this Agreement shall be construed as relieving or releasing Assignor from any Transfer of its obligations under the Lease, and whether or not the same it is a Related Party Transfer or is consented to, the liability of Tenant to Landlord expressly understood that Assignor shall remain liable for such obligations notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. In no event shall the Assignment Agreement or this Agreement be construed as granting or conferring upon Assignor or Assignee any greater rights than those contained in the Lease nor shall there be any diminution of the rights and privileges of the Landlord under the Lease. Neither this Agreement nor the Assignment Agreement, nor Landlord’s acceptance of Rent or any other consideration from Assignee, shall: (i) operate to waive, modify, impair, release or in any manner affect any of the covenants, agreements, terms, provisions, obligations or conditions contained in the Lease, or to waive any breach thereof, or any rights of Landlord against any person, firm, association or corporation liable or responsible for the performance thereof; or (ii) be deemed to increase the obligations or diminish the rights of Landlord under the Lease, or to increase the rights or diminish the obligations of Assignor thereunder. Assignor hereby agrees that the obligations of Assignor under the Lease and this Agreement (whether arising before or after the effective date of the Assignment) shall not be discharged or otherwise affected by reason of entering into this Agreement or by Landlord’s giving of any consent or approval. All terms, covenants, agreements, provisions and conditions of the Lease are hereby ratified and declared by Assignor and by Assignee to be in full force and effect, and Assignor and Assignee hereby unconditionally reaffirm and affirm, respectively, their primary, direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) ongoing liability to Landlord for the performance of all of Tenant’s covenants obligations to be performed by the tenant under this the Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Any Transfer shall be made only if and shall not be effective until the transferee shall execute, acknowledge, and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the transferee, in the event of an assignment of this Lease, shall assume all the obligations of this Lease on the part of Tenant to be performed or observed to the extent of the interest being transferred, and in the event of a sublease the transferee shall be subject to the provisions of Section 18.I. below. Notwithstanding any Transfer and whether the acceptance of rent or not other sums by Landlord from any transferee, unless, in the same is a Related Party Transfer or is consented toevent of an assignment of this Lease, the liability of Landlord agrees, in Landlord’s sole and absolute discretion, in writing to release Tenant to Landlord from such obligations, Tenant shall remain direct fully liable for the payment of Base Monthly Rent and primaryadditional rent due, and to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premisesbecome due hereunder, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant’s covenants Tenant to be performed and for all acts and omissions of any transferee or any other person claiming under or through any transferee that shall be in violation of any of the terms and conditions of this Lease; , and any such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer violation shall be deemed a waiver of violation by Tenant. Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord and the provisions of this SectionLandlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) resulting from any claims that may be made against Landlord by the acceptance of proposed transferee or by any real estate brokers or other persons claiming compensation in connection with the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the proposed Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice of an Event of Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as there exists no Event of Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of an Event of Default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee is in default (beyond the expiration of all applicable notice and cure periods) under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or substantially as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises as collateral to secure the Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants obligations under this Lease; and such Transferee shall upon written request from provided, however, that Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be hereby grants Tenant a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord license to collect Rent all such rents and other charges from any Transferee sums so long as Tenant is not in default (beyond the expiration of all applicable notice and upon notice from Landlord any Transferee shall pay directly to Landlordcure periods) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a waiver of the provisions of this Sectionduplicate original copy thereof to Landlord. However, or the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default (beyond the expiration of all applicable notice and cure periods) by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding Except for any recapture of the Premises or any portion thereof under Section 14.3, no Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Transfer shall be deemed a waiver Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, or deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding This Consent shall not release Tenant from any Transfer and whether existing or not the same is a Related Party Transfer future duty, obligation or is consented to, the liability of Tenant to Landlord pursuant to the Prime Lease, nor shall remain this Consent change, modify or amend the Prime Lease in any manner except as expressly provided in this Paragraph and Paragraph 7 below. This Consent shall not be deemed to be a consent to any further sublease(s). Tenant and Subtenant acknowledge and agree that no dealings, relations or interaction between Landlord and Subtenant (including, without limitation, Landlord's acceptance of any monies from Subtenant; ▇▇▇▇▇▇▇▇'s submission of bills or invoices to Subtenant other than as expressly provided below and by Sections 7 and 8 hereto; or Landlord's direct and primarycommunication with Subtenant), shall release Tenant from any existing or future duty, obligation or liability to Landlord pursuant to the Prime Lease, or modify or amend the Prime Lease in any manner. Notwithstanding the foregoing, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee Subtenant and Landlord agree to any material modification of all the Sublease Premises or substantially all additional materials or services to be provided to or for the benefit of Tenant’s interest in the Subleased Premises, including Tenant shall have no liability therefor and shall be released from any related obligation or liability thereto and Subtenant hereby agrees to indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, material modification or the acceptance of the Transferee as a tenant, additional materials or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodservices.

No Release. Notwithstanding any Landlord’s consent to a Transfer and whether or shall not the same is a Related Party Transfer or is consented to, the liability of release Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest obligations under this Lease and this Lease and all of the obligations of Tenant under this Lease shall continue in full force and effect as the obligations of a principal (and not as the obligations of a guarantor or surety) except in the Premisesevent of statutory transfers, including or mergers, where the Tenant originally named herein is merged out of existence, provided that the successor to the Tenant originally named herein shall meet the requirements set forth above below for a Business Transferee. From and after any such Transferee under a Related Party Transfer, the Lease obligations of the Transferee and of the original Tenant named in this Lease shall be jointly joint and severally liable with several (except in the event of statutory transfers, or mergers, where the Tenant (originally named herein is merged out of existence, provided that the successor to the extent that Tenant still exists as originally named herein shall meet the requirements set forth above below for a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a defaultBusiness Transferee). During No acceptance of Rent by Landlord from or recognition in any period when there exists an Event way of Default the occupancy of the Premises by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any a Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenantconsent to such Transfer, or a release of Tenant from direct and primary liability for the further performance of all of the Tenant’s covenants of this Leasehereunder. The consent by Landlord to any a particular Transfer shall not relieve Tenant or any Transferee from the obligation requirement of obtaining the express consent of Landlord to any modification further Transfer. Each violation of such Transfer any of the covenants, agreements, terms or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms conditions of this Lease, to which whether by act or omission, by any Transfer at all times of Tenant’s permitted Transferees, shall be subject and subordinateconstitute a violation thereof by Tenant. The breach In the event of default by any Transferee of Tenant or any Transferee successor of Tenant in the performance of any provision of this Article shall be a default for which there is no cure periodthe terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor.

No Release. Notwithstanding Nothing contained in the Sublease Agreement or this Consent shall be construed as relieving or releasing Sublandlord from any Transfer of its obligations under the Master Lease, it being expressly understood and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord agreed that Sublandlord shall remain direct and primaryliable for such obligations notwithstanding anything contained in the Sublease Agreement or this Consent or any subsequent or further assignment(s), to sublease(s) or transfer(s) of the extent that Tenant still exists as a separate entity after a Related Party Transferinterest of the tenant under the Master Lease. Any Transferee Sublandlord shall be responsible for the collection of all or substantially all of Tenant’s interest in the Premisesrent due it from Subtenant, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all the other terms and conditions of Tenant’s covenants under this Lease; and such Transferee shall upon written request from the Sublease Agreement, it being understood that Master Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be is not a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected parry to the Rent Sublease Agreement and, notwithstanding anything to the contrary contained in this Consent and the Sublease Agreement, is not bound by any terms or provisions contained in the Sublease Agreement and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained therein, other charges reserved than the obligations that Master Landlord has to Sublandlord under this the Master Lease. No Transfer shall be deemed a waiver Sublandlord hereby reaffirms its continuing obligations under the Master Lease and confirms that Sublandlord remains liable for the payment of all rentals due under the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct Master Lease and primary liability for the performance of all other obligations under the Master Lease. Neither the Sublease Agreement nor this Consent shall be construed as a waiver of Master Landlord's right to consent to any further subletting either by Sublandlord or by Subtenant or to any assignment by Sublandlord of the covenants Master Lease or assignment by Subtenant of this Lease. The the Sublease Agreement, or as a consent by Landlord to any Transfer shall not relieve Tenant portion of the Subleased Premises being used or occupied by any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodother party.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee transferee of all or substantially all of Tenant’s interest in the Premises, (including any such Transferee transferee under a Related Party Transfer, Transfer shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee transferee (and upon notice from Landlord any Transferee transferee shall pay directly to Landlord) and apply the net amount collected to the Rent rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee transferee of any provision of covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at . Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310(b).

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same is a Related Party Transfer or is consented to, the liability provisions of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request , Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists may, if an Event of Default by Tenant which has occurred and is then continuing, Tenant hereby irrevocably authorizes collect rent from the subtenant or occupant. In either event, Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the Transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. The consent by Landlord to any Transfer the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such Transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further Transfer subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transferoccupancy by others (that is, Landlord’s consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be as a default for which there is no cure period.“Subtenant”).‌‌‌‌

No Release. Notwithstanding any Transfer (whether a Permitted Transfer or a Transfer to a Third Party, and whether or not the same is a Related Party Transfer or is consented to), the liability of Tenant to Landlord for all obligations under this Lease shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease, but only to the extent undertaken in the Transfer instrument; and such Transferee shall shall, upon written request from Landlord Landlord’s request, execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default)thereof. During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord Landlord, upon the occurrence of an Event of Default, to collect Rent and other charges rent directly from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer (whether or not consented to by Landlord, and whether or not such consent is required) shall be deemed a waiver of the provisions of this SectionArticle 13, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord Landlord, upon the occurrence of a default (following the giving of notice of such default, where applicable) to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant transfer of an interest in the Premises or any Transferee of any provision this Lease in violation of this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any Transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Nothing contained in the Assignment Agreement or this Consent Agreement shall be construed as relieving or releasing the Assignor from any of its obligations under the Lease, and it is expressly understood that Assignor shall remain liable for such obligations notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Notwithstanding the foregoing to the contrary, in the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Landlord shall release and discharge Assignor from any obligations, agreements, and covenants to be observed and performed by the “Tenant” under the Lease relating to or arising out of the period from and after the expiration of the initial term of the Lease; and such release and discharge shall be, and is hereby declared to be, effective without the execution by Landlord of any other documents provided that Assignor transfers to Landlord prior to the expiration of the initial term of the Lease the full amount of the Security Deposit (as defined in the Assignment) then held by Assignor pursuant to Section 15 of the Assignment. In the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Assignor agrees to deposit with Landlord the Security Deposit, then held by Assignor, as stated in Section 15 of the Assignment. Notwithstanding any Transfer and whether or not provision of the same is a Related Party Transfer or is consented toLease to the contrary, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, Security Deposit shall be jointly held and severally liable with Tenant (owned by Landlord, without obligation to the extent that Tenant still exists pay interest, as a separate entity after a Related Party Transfer) to Landlord security for the performance of all of TenantAssignee’s covenants and obligations under this the Lease; . The Security Deposit is not an advance rental deposit or a measure of damages incurred by Landlord in case of Assignee’s default. Upon the occurrence of any event of default by Assignee under the Lease, Landlord may from time to time, without prejudice to any other remedy provided in the Lease or by law, use such fund to the extent necessary to credit against any arrears of Rent or other payments due to Landlord under the terms and such Transferee shall upon written request from Landlord execute provisions of the Lease and deliver such instruments as Landlord reasonably requests in confirmation thereof (any other damage, injury, expense or liability caused by an event of default under the Lease, and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee Assignee shall pay directly to Landlord) and apply , on demand, the net amount collected so applied in order to restore the Rent and other charges reserved under this LeaseSecurity Deposit to its original amount throughout the term of the Lease as extended. No Transfer Although the Security Deposit shall be deemed the property of Landlord, any remaining balance of such deposit shall be promptly returned by Landlord to Assignee at such time after termination of the Lease that all of Assignee’s obligations under the Lease have been fulfilled and in any event within forty five (45) days from the date of termination, reduced by such amounts as may be required by Landlord to remedy defaults on the part of Assignee in the payment of Rent or other obligations of Assignee under the Lease, including any obligation to repair damage to the Premises, Building or Project caused by Assignee or any Assignee’s Parties as required pursuant to the Lease. Landlord is hereby granted a waiver security interest in the Security Deposit in accordance with applicable provisions of the California Commercial Code. Landlord may use and commingle the Security Deposit with other funds of Landlord. Assignee hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of any Regulations, (as defined in the lease) now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits. In no event shall the Assignment Agreement or this Section, Consent Agreement be construed as granting or conferring upon the Assignor or the acceptance Assignee any greater rights than those contained in the Lease nor shall there be any diminution of the Transferee as a tenant, or a release of Tenant from direct rights and primary liability for the performance of all privileges of the covenants Landlord under the Lease, nor shall the Lease be deemed modified in any respect, except as provided above. Without limiting the scope of this the preceding sentence, any construction or alterations performed in or to the Premises shall be performed with Landlord’s prior written approval and in accordance with the terms and conditions of the Lease. The consent Landlord acknowledges that Assignee intends to perform certain tenant improvements in the Premises in accordance with the provisions of Exhibit A of the Assignment Agreement. Landlord hereby generally approves of the type of work to be performed by Assignee, provided that the specific work to be performed by Assignee shall be subject to Landlord’s further prior approval as set forth in the Lease, and further provided that such work shall otherwise be performed in accordance with the provisions of the Lease. It is specifically understood that Landlord is not a party to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding Assignment Agreement and, notwithstanding anything to the contrary contained in the documents effecting Assignment Agreement, is not bound by any terms, provisions, representations or warranties contained in the Transfer, Landlord’s consent shall Assignment Agreement and is not alter in obligated to Assignor or Assignee for any manner whatsoever of the terms of this Lease, to which any Transfer at all times shall be subject duties and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure periodobligations contained therein.

No Release. Notwithstanding any Transfer Any assignment or sublease shall be made only if and whether shall not be effective until the assignee or not subtenant shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the same is a Related Party Transfer assignee or is consented to, subtenant shall assume all of the liability obligations of this Lease on the part of Tenant to Landlord be performed or observed and shall remain direct and primary, be subject to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest the covenants, agreements, terms, provisions and con[ditions contained in the Premisesthis Lease, including except as expressly provided for therein. Notwithstanding any such Transferee under a Related Party Transfer, shall be jointly sublease or assignment and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of rent by Landlord from any subtenant or assignee, Tenant and any guarantor shall and will remain fully liable for the Transferee as a tenantpayment of the rent and additional rent due hereunder, or a release of Tenant from direct and primary liability to become due hereunder, for the performance of all of the covenants covenants, agreements, terms, provisions and conditions contained in this Lease on the part of this Lease. The consent by Landlord Tenant to be performed and for all acts and omissions of any Transfer shall not relieve Tenant licensee, subtenant, assignee or any Transferee from the obligation other person claiming under or through any subtenant or assignee that shall be in violation of obtaining the express consent any of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms and conditions of this Lease, to which and any Transfer at all times such violation shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall deemed to be a default for which there is no cure periodviolation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. The Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent by Landlord to thereto and any Transfer such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any Transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any Transferee persons claiming under Tenant) the provisions of any provision of this Article shall be a default for which there is no cure periodCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party No Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance occupancy or collection of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges rent from any proposed Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Lease. No Transfer shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of Default by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may not consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without first notifying Tenant, or any successor of Tenant or Tenant shall be fully released of any and all of its obligations, duties and responsibilities under the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer assignment or subletting, Tenant and any Guarantor of Tenant's obligations under this Lease shall remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease (even if future assignments and sublettings occur after the assignment or subletting by Tenant, and regardless of whether or not Tenant's approval has been obtained for those future assignments and sublettings). Moreover, if the same is rental due and payable by a Related Party Transfer sublessee (or is consented to, a combination of the liability of Tenant to Landlord shall remain direct and primary, to rental payable by the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all sublessee plus any bonus or substantially all of Tenant’s interest in other consideration relating thereto) exceeds the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants rental payable under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure , or if with respect to do so shall be a default). During any period when there exists an Event of Default permitted assignment, permitted license or other transfer by Tenant which is then continuingpermitted by Landlord. the consideration payable to Tenant by the assignee, Tenant hereby irrevocably authorizes Landlord to collect Rent and licensee or other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply transferee exceeds the net amount collected to the Rent and other charges reserved rental payable under this Lease, then Tenant shall pay to Landlord the excess amounts within ten (10) days after receipt thereof by Tenant. No Transfer Finally, on an assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee are received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any kind. On Landlord's election, those rentals shall be deemed a waiver of the provisions of paid directly to Landlord as specified under this Section, or the acceptance of the Transferee Lease (to be applied as a tenantcredit against Tenant's accrued rental obligations, or a release with any excess being the sole property of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary, to the extent provide that if Landlord gives said sublessee written notice that Tenant still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest is in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants default under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the Rent and other charges reserved , which payments will be credited against any payments due under this Lease. No Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer or a waiver of Landlord’s right to withhold its consent to any subsequent Transfer. In the provisions event of this Section, or the acceptance of the default by any Transferee as a tenant, or a release of Tenant from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any Transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any Transferee of any provision of this Article shall be a default for which there is no cure period.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists except as a separate entity after a Related Party Transfermay be expressly provided above. Any Transferee assignee of all or substantially all of Tenant’s interest in the Premises, Premises or in this Lease (including any such Transferee transferee under a Related Party Transfer, ) shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee assignee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect Rent and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other charges reserved under this Leasethereof. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Tenant any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any Transferee such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any provision right or interest in the possession, use, occupancy or utilization of this Article shall be a default for which there is no cure periodany part of the Premises.