Common use of No Release Clause in Contracts

No Release. Notwithstanding any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee of all or a substantial part substantially all of Tenant's ’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Tenant hereby irrevocably authorizes Landlord may to collect rent and other charges Rent from such any transferee (and upon notice such any transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, no Transfer shall Landlord's consent 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 restriction on transfer covenant in this Section 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 of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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 a substantial part substantially all of Tenant's ’s interest in the Premises Premises, including any such Transferee under a Related Party 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 assignee 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 subject to the default provisionsa default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord may to collect rent Rent and other charges from such transferee any Transferee (and upon notice such transferee from Landlord any Transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent Rent and other charges herein reserved, but no transfer 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 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 assignment, subletting, license Transfer by Tenant or occupancy, such Transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, Landlord’s consent shall Landlord's consent 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 restriction on transfer in provision of this Section Article shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or alter 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, upon the occurrence and during the continuance of any interest therein (other than an Excluded Transaction orEvent of Default by Tenant under this Lease, 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 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's discretion, a transfer which payments will be credited against any payments due under this Lease. Upon the execution of a division of sublease, Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (irrevocably and any Guarantor's) liability unconditionally assigns to Landlord all rents and other sums payable under such 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 period. Tenant shall, within ten (10) days after the execution and delivery of any 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 in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section 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 or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (shall remain fully responsible and any Guarantor's) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance payment of the Rent herein specified and for compliance with all of Tenant's covenants ’s 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 Rent payable under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as if with respect to 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further permitted assignment, subletting, permitted license or occupancyother transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the extent required in Section 8.1; nor shall Landlord's consent alter in any manner whatsoever assignee, licensee or other transferee therefor exceeds the terms of Rent payable under this Lease, then Tenant shall pay to which Landlord one-half of the excess amounts within ten (10) days after receipt thereof from time to time by Tenant after first deducting all of Tenant’s reasonable broker fees, attorneys’ fees and 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 without offset or reduction of any transfer at kind. On Landlord’s election, during the existence of an Event of Default, all times such rentals shall be subject and subordinate. The breach by Tenant of any restriction on transfer in paid directly to Landlord as specified under this Section shall Lease (to be applied as a default for which there is no cure periodcredit against Tenant’s accrued Rent obligations).

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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 a substantial part substantially all of Tenant's ’s interest in the Premises Premises, including any such Transferee under a Related Party 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 assignee 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 subject to the default provisionsa default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord may to collect rent Rent and other charges from such transferee any Transferee (and upon notice such transferee from Landlord any Transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent Rent and other charges herein reserved, but no transfer 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 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 assignment, subletting, license Transfer by Tenant or occupancy, such Transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, Landlord’s consent shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding No assignment or sublease (including without limitation any transfer assignment under Section 14.01(b)) shall affect or reduce any of this Lease or any interest therein (other than an Excluded Transaction orthe obligations of Tenant hereunder, and all such obligations shall continue in Landlord's discretion, a transfer full force and effect as obligations of a division 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 that occupies the entire Building which transfer involves the entire Building)from any liability under this Lease, Tenant's or (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease. Furthermore, should Landlord and any Guarantor's) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part subsequent assignee of Tenant's ’s interest in the Premises Lease enter into any amendments, modifications or supplements to the Lease, the original Tenant shall be deemed 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 have agreed directly with any such amendment, modification or supplement to the Lease, except to the extent that Landlord and original Tenant otherwise agree in writing at the time of the assignment or thereafter. Except to be jointly the extent that Landlord and severally liable with original Tenant for otherwise agree in writing at the performance time of all of Tenant's covenants under this Lease; and such assignee shall upon request 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 subject to the default provisions). or has notice of any subsequent amendment, modification or supplement and Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but 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 or any guarantor 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodgive.

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy thereof to Landlord. However, the acceptance of Tenant's interest in the Premises rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer of this Lease and whether or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, not the same is a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building)Permitted Transfer or is consented to, Tenant's (and any Guarantorguarantor's) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part substantially all of Tenant's interest in the Premises Premises, including any such transferee by virtue of a Permitted Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Tenant hereby irrevocably authorizes Landlord may to collect rent and other charges from such any transferee (and upon notice such any transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no 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 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 or a further assignment, subletting, license transfer by Tenant or occupancy, such transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor shall 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 restriction on transfer covenant in this Section 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 any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy there of Tenant's interest in to Landlord. However, the Premises acceptance of rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period1995.310.

No Release. Notwithstanding No Transfer shall release or discharge Tenant of or from any transfer of this Lease liability, whether past, present or any interest therein (other than an Excluded Transaction orfuture, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; , and such Tenant shall continue to be fully liable hereunder. Each subtenant or assignee shall upon request execute and deliver such instruments as Landlord agree, in a form reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly satisfactory to Landlord) , to comply with and shall apply the net amount collected to the rent and other charges herein reserved, but 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 or any guarantor 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. Xxxxxxxx’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 transfer shall not relieve Tenant from the obligation Landlord promptly after execution an executed copy of obtaining the express consent each Transfer and an agreement of Landlord to any modification of compliance by each such transfer subtenant or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodassignee.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant's obligations under this Lease or alter the primary liability of Tenant to pay Rent and 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period1995.310.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy there of Tenant's interest in to Landlord. However, the Premises acceptance of rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no 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 transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a 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 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. 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 interest therein other consideration from Assignee, shall: (other than an Excluded Transaction ori) 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 discretion’s giving of any consent or approval. All terms, a transfer covenants, agreements, provisions and conditions of a division of Tenant that occupies the entire Building which transfer involves the entire Building)Lease are hereby ratified and declared by Assignor and by Assignee to be in full force and effect, Tenant's (and any Guarantor's) Assignor and Assignee hereby unconditionally reaffirm and affirm, respectively, their primary, direct and ongoing liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants obligations to be performed by the tenant under this the Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

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 agreed that Sublandlord shall remain liable for such obligations notwithstanding anything contained in the Sublease Agreement or this Lease Consent or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Buildingsubsequent or further assignment(s), Tenant's (and any Guarantor'ssublease(s) liability to Landlord or transfer(s) of the interest of the tenant under the Master Lease. Sublandlord shall in all events remain direct and primary. Any transferee be responsible for the collection of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly rent due it from Subtenant, and severally liable with Tenant for the performance of all the other terms and conditions of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as the Sublease Agreement, it being understood that Master Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject is not a parry to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected Sublease Agreement and, notwithstanding anything to the rent contrary contained in this Consent and other charges herein reservedthe Sublease Agreement, but no transfer shall be deemed a waiver 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 provisions duties and obligations contained therein, other than the obligations that Master Landlord has to Sublandlord under the Master Lease. Sublandlord hereby reaffirms its continuing obligations under the Master Lease and confirms that Sublandlord remains liable for the payment of this Section, or all rentals due under the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor 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 from portion of the obligation of obtaining the express consent of Landlord to Subleased Premises being used or occupied by any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodother party.

No Release. Notwithstanding any transfer Transfer (whether a Permitted Transfer or a Transfer to a Third Party, and whether or not the same is consented to), the liability of Sublessee to Sublessor for all obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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 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 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 result of any such Transfer. Any transferee of all or a substantial part of Tenant's interest in the Premises Transferee shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant Sublessee (except in connection with a release of Sublessee in accordance with requirements expressly set forth below following Sublessee’s strict satisfaction of such requirements) to Sublessor for the performance of all of Tenant's Sublessee’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 assignee shall Transferee shall, upon request 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 subject not relieve such Transferee of any liability hereunder. Sublessee hereby irrevocably authorizes Sublessor, upon the occurrence of an Event of Default that continues beyond any applicable notice or cure period as provided herein, if any, to the default provisions). Landlord may collect rent and other charges directly from such transferee any Transferee (and upon notice such transferee any Transferee shall pay directly to LandlordSublessor) and shall apply the net amount collected to the rent Rent and other charges herein reservedreserved under this Lease. No Transfer (whether or not consented to by Sublessor, but no transfer 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 Transferee as a tenant, or a release of Tenant or any guarantor 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 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 Transfer or a further assignment, subletting, license Transfer by Sublessee or occupancy, such Transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, Xxxxxxxxx’s consent shall Landlord's consent 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 Notwithstanding anything herein to the contrary, in connection with a request for Xxxxxxxxx’s consent to an assignment of the Sublease to a Third Party in accordance with the terms of this 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 restriction on transfer 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 No Transfer shall release Tenant of Tenant's obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy there of Tenant's interest in to Landlord. However, the Premises acceptance of rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from subsequent assignments of the obligation of obtaining the express consent of Landlord to any modification of such transfer Lease or a further assignment, subletting, license sublettings or occupancy, amendments or modifications to the extent required in Section 8.1; nor shall Landlord's Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and by obtaining its or their consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodthereto.

No Release. Notwithstanding any transfer If this Lease is assigned, whether or not in violation of the provisions of this Lease or any interest therein (other than an Excluded Transaction orLease, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). 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 may, if an Event of Default has occurred and other charges is continuing, collect rent from such transferee (and upon notice such transferee shall pay directly to Landlord) and the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the rent and other charges Rent herein reserved, but no transfer 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 or any guarantor 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 Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or a further assignment, sublettingsubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a 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 occupancy by others (that is, license by anyone other than Tenant) shall not 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 right of use or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be as a default for which there is no cure period“Subtenant”).

No Release. Notwithstanding Nothing contained in the Sublease or this Agreement shall be construed as relieving or releasing Tenant from any of its obligations under the Lease, it being expressly understood and agreed that Tenant shall remain liable for such obligations notwithstanding anything contained in the Sublease or this Agreement or any subsequent assignment, sublease, or transfer of this Lease or the interest of the tenant under the Lease, provided, however, that if Subtenant is in Default (as defined in the Sublease) in the payment of any interest therein amounts due under the Sublease (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building“Default Rent”), Tenant's Tenant shall have the right to offset the amount of the Default Rent against the rent and other sums due from Tenant to Landlord under the Lease (and any Guarantor'ssuch nonpayment of Default Rent shall not constitute a default under the Lease), but only after (i) liability written notice to Landlord shall in all events remain direct and primarySubtenant 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. Any transferee of all or a substantial part of Tenant's interest in the Premises Tenant shall be deemed responsible for the rent due to have agreed directly with Landlord from Subtenant, subject to be jointly Tenants offset right hereinabove described, and severally liable with Tenant for the performance of all the other terms and conditions of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as the Sublease, it being understood that Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject is not a party to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected Sublease and, notwithstanding anything to the rent contrary contained in the Sublease, is not bound by any terms, provisions, representations or warranties contained in the Sublease and other charges herein reserved, but no transfer shall be deemed a waiver is not obligated to Tenant or Subtenant for any of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct duties 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodobligations contained therein.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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, except as may be expressly provided above. Any transferee assignee of all or a substantial part substantially all of Tenant's ’s interest in the Premises or in this Lease (including any such transferee under a Related Party Transfer) shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions)thereof. Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, no Transfer shall Landlord's consent 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 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 such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any restriction on transfer right or interest in this Section shall be a default for which there is no cure periodthe possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any transfer of this Lease and whether or any interest therein (other than an Excluded Transaction ornot the same is a Permitted Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee of all or a substantial part substantially all of Tenant's ’s interest in the Premises Premises, including any such transferee under a Permitted Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure thereof. Tenant hereby irrevocably authorizes Landlord to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such any transferee (and upon notice such any transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reservedreserved under this Lease, but no 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 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 or any guarantor 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 or a further assignment, subletting, license transfer by Tenant or occupancy, such transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the transfer, Landlord’s consent shall Landlord's consent 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 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 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 restriction on transfer right or interest in this Section shall be a default for which there is no cure periodthe possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent alter in any manner whatsoever 1995.310 which grant Tenant the terms of right to terminate this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant of any restriction on transfer in this Section shall be a default for which there is no cure periodLease if Landlord unreasonably withholds its consent.

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 provision of this the Lease to the contrary, the Security Deposit shall be held and owned by Landlord, without obligation to pay interest, as security for the performance of Assignee’s covenants and obligations under 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 interest therein (arrears of Rent or other than an Excluded Transaction or, in Landlord's discretion, a transfer payments due to Landlord under the terms and provisions of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (Lease and any Guarantor'sother damage, injury, expense or liability caused by an event of default under the Lease, and Assignee shall pay to Landlord, on demand, the amount so applied in order to restore the Security Deposit to its original amount throughout the term of the Lease as extended. 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) liability days from the date of termination, reduced by such amounts as may be required by Landlord to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial remedy defaults on the part of Tenant's 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 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 Consent Agreement be construed as granting or conferring upon the Assignor or the 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, nor shall the Lease be deemed modified in any respect, except as provided above. Without limiting the scope of the preceding sentence, any construction or alterations performed in or to the Premises shall be deemed performed with Landlord’s prior written approval and in accordance with the terms and conditions of the Lease. Landlord acknowledges that Assignee intends to have agreed directly 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 jointly and severally liable with Tenant for performed by Assignee, provided that the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure specific work to do so be performed by Assignee shall be subject to Landlord’s further prior approval as set forth in the default provisions). Landlord may collect rent Lease, and other charges from further provided that such transferee (and upon notice such transferee work shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall otherwise be deemed a waiver of performed in accordance with the provisions of this Sectionthe Lease. It is specifically understood that Landlord is not a party to the Assignment Agreement and, notwithstanding anything to the contrary contained in the Assignment Agreement, is not bound by any terms, provisions, representations or warranties contained in the acceptance Assignment Agreement and is not obligated to Assignor or Assignee for any of the transferee as a tenant, or a release of Tenant or any guarantor from direct duties 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodobligations contained therein.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period1995.310.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding No Transfer, including any transfer Permitted Transfer, shall affect or in any way reduce the obligations of this Lease or any interest therein (other than an Excluded Transaction orTenant hereunder, and all such obligations shall continue in Landlord's discretion, a transfer full force and effect as obligations of a division principal and not as obligations of Tenant that occupies the entire Building which transfer involves the entire Building)a guarantor, Tenant's (and as if no assignment or sublease had been made. Landlord’s consent to any Guarantor's) liability to Landlord Transfer and/or Landlord’s acceptance of rent from a transferee, assignee or sublessee shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with no event: (i) release Tenant for the performance of all of Tenant's covenants 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 no such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect acceptance or rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver consent to a Transfer. Tenant may only be released upon any Transfer if Landlord releases Tenant in writing by separate instrument, which release Landlord shall have no obligation to give. Furthermore, should Landlord and any subsequent assignee of Tenant’s interest in the Lease enter into any amendments, modifications or supplements to the Lease, the prior Tenant shall remain liable for all obligations of the provisions tenant under the Lease as amended, modified or supplemented irrespective of this Sectionwhether the prior Tenant receives notice of or consents to any such amendment, modification or supplement to the acceptance Lease. Tenant acknowledges, understands and agrees that Tenant shall remain liable on the Lease whether or not Tenant consents to or has notice of the transferee as a tenantany subsequent amendment, modification or a release of Tenant or any guarantor from direct supplement and primary liability Xxxxxxxx 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodgiving said approval.

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 xxxx thereafter make all events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy thereof to Landlord. However, the acceptance of Tenant's interest in the Premises rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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, except as otherwise expressly provided above. Any transferee assignee of all or a substantial part substantially all of Tenant's ’s interest in the Premises (including any such assignee under a Related Party Transfer) shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such commercially reasonable instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, no Transfer shall Landlord's consent 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 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 such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any restriction on transfer right or interest in this Section shall be a default for which there is no cure periodthe possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee of all or a substantial part substantially all of Tenant's ’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Tenant hereby irrevocably authorizes Landlord may to collect rent and other charges Rent from such any transferee (and upon notice such any transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, no Transfer shall Landlord's consent 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 restriction on transfer covenant in this Section 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 No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay Rent and to perform all other obligations to be performed by Tenant hereunder. Following a tenantdefault 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 Xxxxxxxx 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 Xxxxxxxx, 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 release 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 guarantor from direct and primary liability for successor of Xxxxxx 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period1995.310.

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or alter 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 interest therein (other than an Excluded Transaction orTransferee 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, said subtenant will thereafter make all payments due under the sublease directly to or as directed by Landlord's discretion, a transfer which payments will be credited against any payments due under this Lease. Upon the execution of a division of sublease, Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (irrevocably and any Guarantor's) liability unconditionally assigns to Landlord all rents and other sums payable under such 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 or otherwise genuine copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 subordinatepersons claiming under Tenant) the provisions of Civil Code Section 1995.310(b). The breach by Tenant of any restriction on transfer in this Section shall be a default for which there is no cure period.14.9

No Release. Notwithstanding No Transfer will release Tenant of Tenant's obligations under this Lease or alter 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 transfer 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 be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will 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 consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any interest therein (other than an Excluded Transaction orsuccessor of Tenant, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), and without obtaining Tenant's (consent thereto and any Guarantor's) such actions of Landlord will not relieve Tenant of liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and provided, however, Landlord shall notify Tenant of any such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license amendment or occupancymodification and Landlord shall not diminish Tenant's rights hereunder (other than to a de minimis extent) or reduce Tenant's income without Tenant's consent. If Landlord shall decline to give its consent to any proposed Transfer, to or if Landlord shall exercise any of its options under Section 9.03, Tenant shall indemnify, defend and hold harmless Landlord against and 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 extent required proposed Transferee or by any brokers or other persons claiming a commission or similar compensation in Section 8.1; nor connection with the proposed Transfer, but the foregoing shall Landlordnot constitute a waiver of any of Tenant's consent alter in any manner whatsoever the terms of express rights under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer If this Lease is assigned, whether or not in violation of the provisions of this Lease or any interest therein (other than an Excluded Transaction orLease, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). 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 may, if an Event of Default has occurred and other charges is continuing, collect rent from such transferee (and upon notice such transferee shall pay directly to Landlord) and the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the rent and other charges Rent herein reserved, but no transfer 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 or any guarantor 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 Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or a further assignment, sublettingsubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a 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 occupancy by others (that is, license by anyone other than Tenant) shall not 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 right of use or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be as a default for which there is no cure period“Subtenant”).

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 agreed that Sublandlord shall remain liable for its obligations under the Lease notwithstanding anything contained in the Sublease or this Lease Consent or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Buildingsubsequent assignment(s), Tenant's (and any Guarantor'ssublease(s) liability to Landlord or transfer(s) of the interest of the tenant under the Lease. Sublandlord shall in all events remain direct and primary. Any transferee be responsible for the collection of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly rent due Sublandlord from Subtenant, and severally liable with Tenant for the performance of all terms and conditions of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as the Sublease, it being understood that Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject is not a party to the default provisions)Sublease and, notwithstanding anything to the contrary contained in the Sublease, Landlord is not bound by any terms or provisions contained in the Sublease and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained in the Sublease. Landlord may shall in no event be obligated to collect rent and other charges directly from Subtenant but, if Landlord does so for any reason, the collection of such transferee (and upon notice such transferee rent shall pay directly to Landlord) and shall apply not establish the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee Sublease as a tenant, or direct lease between Landlord and Subtenant (unless Landlord shall make the “Election” pursuant to paragraph 7 hereof) but rather shall constitute a release of Tenant or any guarantor from direct and primary liability for payment towards Sublandlord’s obligations under the performance of all of the covenants of this Lease. The consent by Sublandlord specifically grants Landlord the right (but not the obligation) to any transfer shall not relieve Tenant collect rents due under the Lease from Subtenant in the obligation event of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodby Sublandlord under the Lease.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is a Related Party Transfer or is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee of all or a substantial part substantially all of Tenant's ’s interest in the Premises Premises, (including any such transferee under a Related Party Transfer shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Tenant hereby irrevocably authorizes Landlord may to collect rent and other charges Rent from such any transferee (and upon notice such any transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer 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 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, no Transfer shall Landlord's consent 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 restriction on transfer covenant in this Section 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 Except for any transfer recapture of the Premises or any portion thereof under Section 14.3, no Transfer shall release Tenant of Tenant's obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy there of Tenant's interest in to Landlord. However, the Premises acceptance of rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer Landlord’s consent to a Transfer shall not release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, and this Lease and all of the obligations of Tenant under this Lease shall continue in Landlord's discretion, a transfer full force and effect as the obligations of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's principal (and any Guarantor'snot as the obligations of a guarantor or surety) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant's interest except in the Premises event of statutory transfers, 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 Transfer, the Lease obligations of the Transferee and of the original Tenant named in this Lease shall be deemed to have agreed directly with Landlord to be jointly joint and severally liable with several (except in the event of statutory transfers, or mergers, where the Tenant for originally named herein is merged out of existence, provided that the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject successor to the default provisionsTenant originally named herein shall meet the requirements set forth above below for a Business Transferee). No acceptance of Rent by Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply or recognition in any way of the net amount collected to occupancy of the rent and other charges herein reserved, but no transfer Premises by a Transferee 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 or any guarantor 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 transfer a particular Transfer shall not relieve Tenant 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 assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 successor of Tenant in the performance of any restriction on transfer in this Section shall be a default for which there is no cure periodof the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor.

No Release. Notwithstanding any transfer If this Lease is assigned, whether or not in violation of the provisions of this Lease or any interest therein (other than an Excluded Transaction orLease, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). 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 may, if an Event of Default has occurred and other charges is continuing, collect rent from such transferee (and upon notice such transferee shall pay directly to Landlord) and the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the rent and other charges Rent herein reserved, but no transfer 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 or any guarantor 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 Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or a further assignment, sublettingsubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a 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 occupancy by others (that is, license by anyone other than Tenant) shall not 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 right of use or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be as a default for which there is no cure period.“Subtenant”).‌‌‌‌

No Release. Notwithstanding any transfer of this Lease assignment or any interest therein (other than an Excluded Transaction orsubletting, in Landlord's discretion, a 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. Any transferee of all or a substantial part Guarantor of Tenant's interest in the Premises obligations under this Lease shall be deemed to have agreed directly with Landlord to be jointly remain fully responsible and severally liable with Tenant for the performance payment of the rent herein specified and for compliance with all of Tenant's covenants 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 rental due and payable by a sublessee (or a combination of the rental payable by the sublessee plus any bonus or other consideration relating thereto) exceeds the rental payable under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as if with respect to 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further permitted assignment, subletting, permitted license or occupancyother transfer by Tenant permitted by Landlord. the consideration payable to Tenant by the assignee, to licensee or other transferee exceeds the extent required in Section 8.1; nor shall Landlord's consent alter in any manner whatsoever the terms of rental payable under this Lease, then Tenant shall pay to which Landlord the excess amounts within ten (10) days after receipt thereof by Tenant. 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 transfer at all times kind. On Landlord's election, those rentals shall be subject and subordinate. The breach by Tenant paid directly to Landlord as specified under this Lease (to be applied as a credit against Tenant's accrued rental obligations, with any excess being the sole property of any restriction on transfer in this Section shall be a default for which there is no cure periodLandlord).

No Release. Notwithstanding any transfer No Transfer shall release Tenant of Tenant's obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 events remain direct 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 primaryunconditionally 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 the period of notice and opportunity to cure provided herein. Any transferee Tenant shall, within ten (10) days after the execution and delivery of all any assignment or sublease, deliver a substantial part duplicate original copy there of Tenant's interest in to Landlord. However, the Premises acceptance of rent by Landlord from any other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee one Transfer shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer shall not be deemed a waiver consent to any subsequent Transfer. In the event of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release default by any Transferee of Tenant or any guarantor from direct and primary liability for 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 from the obligation or any sublessee or assignee of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject Subject to the default provisions). Landlord may collect provisions of Section 20.6 below, no Transfer, occupancy or collection of rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer any proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of exhausting remedies against such transfer Transferee or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodsuccessor.

No Release. Notwithstanding any transfer If this Lease is assigned, whether or not in violation of the provisions of this Lease Lease, Landlord may, if an Event of Default has occurred and is continuing, collect rent from the assignee. If the Premises or any interest therein (part thereof are sublet or used or occupied by anybody other than an Excluded Transaction orTenant, whether or not in Landlord's discretion, a transfer violation 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; , Landlord may, if an Event of Default has occurred and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to is continuing, collect the default provisions)rent due under the applicable sublease or occupancy agreement from the subtenant or occupant. In either event, Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges Rent herein reserved, but no transfer 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 or any guarantor 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 Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or a further assignment, sublettingsubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a 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 occupancy by others (that is, license by anyone other than Tenant) shall not 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 right of use or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be as a default for which there is no cure period“Subtenant”).

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee Transferee (other than a subtenant of less than all or a substantial part substantially all of Tenant's ’s interest in the Premises Premises) shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee Transferee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Landlord may Tenant hereby irrevocably authorizes Landlord, upon the occurrence of a default (following the giving of notice of such default, where applicable) to collect rent and other charges Rent from such transferee any Transferee (and upon notice such transferee any Transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent Rent and other charges herein reservedreserved under this Lease. No Transfer (whether Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. or not consented to by Landlord, but no transfer and whether or not such consent is required) 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 assignment, subletting, license Transfer by Tenant or occupancy, such Transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, Landlord’s consent shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.

No Release. Notwithstanding This Consent by Landlord shall not be deemed in any transfer way or manner a release of this Sublessor from the responsibility and 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 at law, collect directly from Sublessee all rents due and owing from Sublessee and apply any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability such rent against sums due to Landlord shall in all events remain direct by Sublessor as a tenant under the Primary Lease. Further, Sublessor hereby authorizes and primary. Any transferee directs Sublessee to make such payments of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord upon its receipt of written notice of default from Landlord) and . Such collection of any such rents shall apply the net amount collected to the rent and other charges herein reserved, but 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 or any guarantor 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 from Sublessee of any such rents shall be a full and complete release, discharge and acquittance to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, Sublessee to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure periodsuch amount of rent so paid to Landlord.

No Release. Notwithstanding No Transfer, occupancy or collection of rent from any transfer of this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a 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. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, but no transfer proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay 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 tenantmonthly 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 release 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 guarantor from direct and primary liability for 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to liability under this Lease. To the extent required the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period1995.310.

No Release. Notwithstanding any transfer of this Lease Transfer and whether or any interest therein (other than an Excluded Transaction ornot the same is consented to, in Landlord's discretion, a transfer of a division the liability 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. Any transferee Transferee of all or a substantial part substantially all of Tenant's ’s interest in the Premises Premises, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant's ’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisionsa default). Landlord may Tenant hereby irrevocably authorizes Landlord, upon the occurrence of a default (following the giving of notice of such default, where applicable) to collect rent and other charges Rent from such transferee any Transferee (and upon notice such transferee any Transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent Rent and other charges herein reserved, but no transfer 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 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 assignment, subletting, license Transfer by Tenant or occupancy, such Transferee. Notwithstanding anything to the extent required contrary in Section 8.1; nor the documents effecting the Transfer, Landlord’s consent shall Landlord's consent 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 transfer of any restriction on transfer an interest in the Premises or this Section 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. Notwithstanding any transfer No Transfer shall release Tenant of Tenant’s obligations under this Lease or any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division alter 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 occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability 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 all events remain direct and primary. Any transferee 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 a substantial part 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 Tenant's interest in the Premises shall be deemed as collateral to have agreed directly with Landlord to be jointly and severally liable with Tenant for secure the performance of all of Tenant's covenants ’s obligations under this Lease; and provided, however, that Landlord hereby grants Tenant a license to collect all such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent rents and other charges from such transferee sums so long as Tenant is not in default (beyond the expiration of all applicable notice and upon notice such transferee shall pay directly cure periods) under this Lease. Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved. However, but no transfer shall be deemed a waiver of the provisions of this Section, 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 transferee as a tenant, or a release event of default (beyond the expiration of all applicable notice and cure periods) by any Transferee of Tenant or any guarantor from direct and primary liability for 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 TXXXXX XXXXX COURT, LA JOLLA [Orexigen Therapeutics, Inc.] 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 from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the extent required in Section 8.1; nor shall Landlord's consent 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 of any restriction on transfer in this Section shall be a default for which there is no cure period.