Common use of No Release Clause in Contracts

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consent.

No Release. Notwithstanding No assignment or sublease (including without limitation any transfer assignment under Section 14.01(b)) shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any assignment or sublease and/or Landlord’s acceptance of rent from an assignee or sublessee shall in no event: (i) release Tenant from any liability under this Lease, or (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease. Furthermore, should Landlord and any subsequent assignee of Tenant’s interest in the Lease enter into any amendments, modifications or supplements to the Lease, the original Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the original Tenant receives notice of or consents to any such 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 the extent that Landlord and original Tenant otherwise agree in writing at the time of the assignment or thereafter, Tenant acknowledges, understands and agrees that Tenant shall remain liable on the Lease whether or not Tenant consents to or has notice of any subsequent amendment, modification or supplement and Landlord has specifically bargained for the same is a Permitted Transfer right to so amend, modify or is consented tosupplement the Lease subsequent to an assignment without obtaining said consent or giving said approval. Tenant may only be released upon any assignment or sublease if Landlord releases Tenant in writing by separate instrument, Tenant's (and any guarantor's) liability to which release Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, shall be deemed have no obligation 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 consentgive.

No Release. Notwithstanding any transfer assignment or subletting, Tenant and any Guarantor of Tenant’s obligations under this Lease shall remain fully responsible and liable for the payment of the Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease (even if future assignments and 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 same is Rent due and payable by a Permitted Transfer sublessee (or is consented toa 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, Tenant's (and any guarantor's) liability or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee therefor exceeds the Rent payable under this Lease, then Tenant shall pay to Landlord shall remain direct and primary. Any transferee one-half of all or substantially the excess amounts within ten (10) days after receipt thereof from time to time by Tenant after first deducting all of Tenant's interest ’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 the Premisestrust for Landlord, 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 forwarded immediately to Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, without offset 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee reduction of any covenant in this Article shall be kind. On Landlord’s election, during the existence of an Event of Default for which there is no cure period. Failure by Default, all such rentals shall be paid directly to Landlord to consent to a proposed transfer shall never cause a termination of as specified under this Lease or subject Landlord (to any damages beyond be applied as a credit against Tenant's direct costs of establishing its entitlement to such consent’s accrued Rent obligations).

No Release. Notwithstanding No Transfer shall release or discharge Tenant of or from any transfer and liability, whether past, present or not the same is a Permitted Transfer or is consented tofuture, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly satisfactory to Landlord) , to comply with and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 Landlord promptly after execution an executed copy of each Transfer and an agreement of compliance by each such subtenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 consentassignee.

No Release. Notwithstanding any transfer Transfer and whether or not the same is a Permitted Related Party Transfer or is consented to, Tenant's (and any guarantor's) the liability of Tenant to Landlord shall remain direct and primary, to the extent that Tenant still exists as a separate entity after a Related Party Transfer. Any transferee Transferee of all or substantially all of Tenant's ’s interest in the Premises, including any such transferee by virtue of Transferee under a Permitted 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 a default). During any period when there exists an Event of Default by Tenant which is then continuing, Tenant hereby irrevocably authorizes Landlord to collect rent Rent and other charges from any transferee Transferee (and upon notice from Landlord any transferee Transferee shall pay directly to Landlord) and apply the net amount collected to the rent Rent and other charges reserved under this Lease. No transfer Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee Transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer Transfer shall not relieve Tenant or any transferee Transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer Transfer or a further transfer Transfer by Tenant or such transfereeTransferee. Notwithstanding anything to the contrary in the documents effecting the transferTransfer, Landlord's ’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any transferee persons claiming under Tenant) the provisions of any covenant in this Article shall be 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 consentCivil Code Section 1995.310.

No Release. Notwithstanding 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 transfer and whether or not the same is a Permitted Transfer or is consented to, 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest provide that if Landlord gives said sublessee written notice that Tenant is in the 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 default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee will thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in default under this Lease. No transfer shall be deemed Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a waiver of the provisions of this Sectionduplicate original copy thereof to Landlord. However, or the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted No Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all release Tenant of Tenant's interest in ’s obligations under this Lease or alter the Premises, including any such transferee by virtue primary liability of a Permitted Transfer, shall be deemed Tenant to have agreed directly with Landlord pay the rent and to perform all other obligations to be jointly performed by Tenant hereunder. Landlord may require that, upon the occurrence and severally liable with during the continuance of any Event of Default by 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from , any transferee (and upon notice any transferee shall pay 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) and apply the net amount collected to the rent and other charges reserved , which payments will be credited against any payments due under this Lease. No transfer shall be deemed Upon the execution of a waiver sublease, Tenant irrevocably and unconditionally assigns to Landlord all rents and other sums payable under such sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, deliver a duplicate original or otherwise genuine copy thereof to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consent.

No Release. Notwithstanding No 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 transfer and whether or not the same is a Permitted Transfer or is consented to, 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest provide that if Landlord gives said sublessee written notice that Tenant is in the 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 default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee will thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in default under this Lease. No transfer shall be deemed Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a waiver duplicate original copy there of the provisions of this Sectionto Landlord. However, or the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consent.

No Release. Notwithstanding No 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 transfer and whether or not the same is a Permitted Transfer or is consented to, 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest provide that if Landlord gives said sublessee written notice that Tenant is in the 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 default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee xxxx thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in default under this Lease. No transfer shall be deemed Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a waiver of the provisions of this Sectionduplicate original copy thereof to Landlord. However, or the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 Lessor’s consent shall not be deemed in any transfer way or manner to be a waiver or release of Lessee or any guarantor(s) of Lessee’s obligations under the Primary Lease 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 Lessee as the Lessee under the Primary Lease. Without limiting the scope of the preceding sentence, it is specifically understood that Lessee shall remain fully liable for the obligation to pay Lessor for any special services provided to Sublessee in the course of Sublessee’s use and occupancy of the Subleased Premises, whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest specifically provided for in the Primary Lease (including, without limitation, after-hours heating and air conditioning of the Subleased 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 Lessee hereby 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 unless and until Lessor receives a written notice to do so shall be a default)the contrary from Lessee, Lessor may honor Sublessee’s request for any such special services without the specific consent of Lessee. Tenant hereby irrevocably After an event of default by Lessee under the Primary Lease, Lessor may, 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 such rent against sums due to Lessor by Lessee as Lessee under the Primary Lease. Further, Lessee authorizes Landlord and directs Sublessee to collect make such payments of rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this LeaseLessor upon its receipt of written notice of default from Lessor. No transfer The collection of any such rents shall not be deemed a waiver of any rights and remedies of Lessor against Lessee as the provisions of this Section, Lessee under the Primary Lease or the acceptance of the transferee as constitute a tenant, novation or a release of Tenant or any guarantor Lessee as Lessee from direct and primary liability for the further performance of all of its obligations under the covenants of this Primary Lease. The consent Lessee acknowledges that the receipt by Landlord Lessor from Sublessee of any such rents shall be a full and complete release, discharge and acquittance of any claims by Lessee for rent against such Sublessee to the extent of any such amount of rent so paid to Lessor. In addition, Lessee agrees that it forfeits its rights to any transfer shall not relieve Tenant or excess consideration to which it may otherwise be entitled during any transferee from period when Lessee is in default under the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Primary Lease, to which and any transfer at all times such excess consideration shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord payable 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 consentLessor.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any transferee persons claiming under Tenant) the provisions of any covenant in this Article shall be 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 consentCivil Code Section 1995.310.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any transferee persons claiming under Tenant) the provisions of any covenant in this Article shall be 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 consentCivil Code Section 1995.310.

No Release. Notwithstanding any transfer and If this Lease is assigned, whether or not in violation of the same provisions of this Lease, 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 is a Permitted Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant 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 transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further transfer subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferoccupancy by others (that is, Landlord's consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to as 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“Subtenant”).

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 Leaseexhausting remedies against such Transferee or successor. The consent by Landlord to any transfer shall may not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 subsequent assignments of this Lease or subject Landlord sublettings or amendments or modifications to this Lease with assignees of Tenant, without first notifying Tenant, or any damages beyond Tenant's direct costs successor of establishing Tenant or Tenant shall be fully released of any and all of its entitlement to such consentobligations, duties and responsibilities under the Lease.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted No Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all release Tenant of Tenant's interest in obligations under this Lease or alter the Premises, including any such transferee primary liability of Tenant to pay the rent and to perform all other obligations to be performed by virtue Tenant hereunder. From and after the occurrence of a Permitted Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Default by Tenant for the performance of all of Tenant's covenants under this Lease; , Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and such each sublease or lease assignment shall provide that if Landlord gives said sublessee or assignee shall upon request execute and deliver such instruments written notice that Tenant is in Default under this Lease, said sublessee or assignee will thereafter make all payments due under the sublease or assignment directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease or assignment of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in Default under this Lease. No transfer Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy there of to Landlord. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the 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 the following without obtaining its or their consent thereto and any transfer such actions shall not relieve Tenant of liability under this Lease: (i) subsequent assignments of the Lease or any transferee sublettings of the Premises provided the prior assignee or sublessee is not released from its obligations under the obligation of obtaining the express consent of Landlord to any modification of such transfer applicable assignment or a further transfer by Tenant sublease agreements; or such transferee. Notwithstanding anything (ii) amendments or modifications to the contrary in Lease with assignees of Tenant, but only to the documents effecting the transfer, Landlord's consent shall extent such amendments or modifications do 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 covenant in this Article shall be 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 materially increase Tenant's direct costs of establishing its entitlement to such consentliabilities, duties or obligations hereunder.

No Release. Notwithstanding any transfer Transfer and whether or not the same is a Permitted Related Party Transfer or is consented to, Tenant's (and any guarantor's) the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's ’s interest in the Premises, (including any such transferee by virtue of under a Permitted Transfer, 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges Rent from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferTransfer, Landlord's consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any transfer Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default a default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination Anything contained in the foregoing provisions of this Lease section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or subject Landlord to utilization of the Premises shall enter into any damages beyond Tenant's direct costs lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of establishing its entitlement to space in the Premises that provides for rental or other payment for such consentuse, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's the liability of Tenant (and any guarantor'sGuarantor) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's ’s interest in the Premises, including any such transferee by virtue of 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 to do so shall be a default)thereof. Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease, provided that Landlord shall only be permitted to collect rent and other charges from a subtenant of Tenant following a default of Tenant after notice and opportunity to cure. No transfer 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's ’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 Landlord shall not have any liability to Tenant for any failure or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure refusal by Landlord to consent to a proposed transfer transfer, and Tenant’s sole remedy for any such failure or refusal shall never cause be for injunctive relief after a termination 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 Lease section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or subject Landlord to utilization of the Premises shall enter into any damages beyond Tenant's direct costs lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of establishing its entitlement to space in the Premises that provides for rental or other payment for such consentuse, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310 which grant Tenant the right to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 terminate this Lease or subject if Landlord to any damages beyond Tenant's direct costs of establishing unreasonably withholds its entitlement to such consent.

No Release. Notwithstanding This Consent by Landlord shall not be deemed in any transfer way or manner a release of Sublessor from the responsibility and whether liability for the payment of rent under the Primary Lease and for compliance with any and all obligations to be performed by Sublessor as the tenant under the Primary Lease. The parties hereto agree that Landlord may, after an event of default by Sublessor under the Primary Lease, in addition to any other remedies under the Primary Lease or not the same is a Permitted Transfer or is consented toat law, Tenant's (collect directly from Sublessee all rents due and owing from Sublessee and apply any guarantor's) liability such rent against sums due to Landlord shall remain direct by Sublessor as a tenant under the Primary Lease. Further, Sublessor hereby authorizes and primarydirects Sublessee to make such payments of rent directly to Landlord upon its receipt of written notice of default from Landlord. Any transferee Such collection of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, rents 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall not be deemed a waiver of any rights and remedies of Landlord against Sublessor as the provisions of this Section, tenant under the Primary Lease or the acceptance of the transferee as constitute a tenant, novation or a release of Tenant 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything Sublessee to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee extent of any covenant in this Article shall be an Event such amount of Default for which there is no cure period. Failure by Landlord rent so paid 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 consentLandlord.

No Release. Notwithstanding any transfer and If this Lease is assigned, whether or not in violation of the same provisions of this Lease, 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 is a Permitted Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant 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 transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further transfer subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferoccupancy by others (that is, Landlord's consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to as 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“Subtenant”).

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any transferee persons claiming under Tenant) the provisions of any covenant in this Article shall be 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 consentCivil Code Section 1995.310.

No Release. Notwithstanding any transfer Transfer (whether a Permitted Transfer or a Transfer to a Third Party, and whether or not the same is a Permitted Transfer or is consented to), Tenant's (and any guarantor's) the liability of Sublessee to Landlord Sublessor for all obligations under this Lease shall remain direct and primaryprimary (and not as guarantor or surety) for the remainder of the Term then existing as of the date of the Transfer and any extensions thereof to the extent such extension is as a result of an exercise of a renewal option set forth in the Sublease existing at the time of such Transfer (it being agreed that any amendment to the Sublease between an assignee of the Sublessee and Sublessor made after the assignment shall not be binding on Sublessee unless and only to the extent that Sublessor is required to enter into such amendment as a result of the assignee exercising rights set forth in the Sublease in effect at the time of such Transfer [e.g., to the extent 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 substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, 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 a default)not relieve such Transferee of any liability hereunder. Tenant Sublessee hereby irrevocably authorizes Landlord Sublessor, upon the occurrence of an Event of Default that continues beyond any applicable notice or cure period as provided herein, if any, to collect rent and other charges directly from any transferee Transferee (and upon notice any transferee Transferee shall pay directly to LandlordSublessor) and apply the net amount collected to the rent Rent and other charges reserved under this Lease. No transfer Transfer (whether or not consented to by Sublessor, and whether or not such consent is required) shall be deemed a waiver of the provisions of this SectionSection 13, or the acceptance of the transferee 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 Transferee from the obligation of obtaining the express consent of Landlord Sublessor to any modification of such transfer Transfer or a further transfer Transfer by Tenant Sublessee or such transfereeTransferee. Notwithstanding anything to the contrary in the documents effecting the transferTransfer, Landlord's Xxxxxxxxx’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer Transfer at all times shall be subject and subordinate. The breach by Tenant or 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 transferee of any covenant the approval criteria for the proposed assignment of the Sublease as set forth above in this Article 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 Event entity shall mean each 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 the following metrics with respect to such consententity: (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 credit 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 and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at . Tenant hereby waives (for itself and all times shall be subject and subordinatepersons claiming under Tenant) the provisions of Civil Code Section 1995.310(b). The breach by Tenant or any transferee of any covenant in this Article shall be 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.14.9

No Release. Notwithstanding any transfer Transfer and whether or not the same is a Permitted Related Party Transfer or is consented to, Tenant's (and any guarantor's) the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's ’s interest in the Premises, Premises (including any such transferee by virtue of under a Permitted 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges Rent from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferTransfer, Landlord's consent no Transfer shall not alter in any manner whatsoever the terms of this Lease, to which any transfer Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default a default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination Anything contained in the foregoing provisions of this Lease Section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or subject Landlord to utilization of the Premises shall enter into any damages beyond Tenant's direct costs lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of establishing its entitlement to space in the Premises that provides for rental or other payment for such consentuse, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consent.

No Release. Notwithstanding No 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 transfer and whether or not the same is a Permitted Transfer or is consented to, 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest provide that if Landlord gives said subtenant written notice that Tenant is in the 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 default 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay , said subtenant will thereafter make all payments due under the sublease directly to or as directed by Landlord) and apply the net amount collected to the rent and other charges reserved , which payments will be credited against any payments due under this Lease. No transfer shall be deemed Upon the execution of a waiver sublease, Tenant irrevocably and unconditionally assigns to Landlord all rents and other sums payable under such sublease of the provisions Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Tenant shall, within ten (10) days after the execution and delivery of this Sectionany assignment or sublease, deliver a duplicate original or otherwise genuine copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 any applicable notice and cure periods. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of Default by any Transferee of Tenant or any 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 consent by Landlord to any transfer shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to may consent to a proposed transfer shall never cause a termination subsequent assignments of this Lease or subject Landlord sublettings or amendments or modifications to any damages beyond this Lease with assignees of Tenant's direct costs of establishing its entitlement to such consent.

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

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 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 amounts due under the Sublease (“Default Rent”), Tenant shall have the right to offset the amount of the Default Rent against the rent and whether or not other sums due from Tenant to Landlord under the same is a Permitted Transfer or is consented to, Tenant's 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 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 substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, 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 is not a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected party to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this SectionSublease and, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding notwithstanding anything to the contrary contained in the documents effecting Sublease, is not bound by any terms, provisions, representations or warranties contained in the transfer, Landlord's consent shall Sublease and is not alter in any manner whatsoever the terms of this Lease, obligated to which any transfer at all times shall be subject and subordinate. The breach by Tenant or Subtenant for any transferee of any covenant in this Article shall be 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 consentthe duties and obligations contained therein.

No Release. Notwithstanding Nothing contained in the Sublease Agreement or this Consent shall be construed as relieving or releasing Sublandlord from any transfer of its obligations under the Master Lease, it being expressly understood and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord agreed that Sublandlord shall remain direct and primaryliable for such obligations notwithstanding anything contained in the Sublease Agreement or this Consent or any subsequent or further assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Master Lease. Any transferee Sublandlord shall be responsible for the collection of all or substantially all of Tenant's interest in the Premisesrent due it from Subtenant, including any such transferee 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 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 is not a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected parry to the rent Sublease Agreement and, notwithstanding anything to the contrary contained in this Consent and the Sublease Agreement, is not bound by any terms or provisions contained in the Sublease Agreement and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained therein, other charges reserved than the obligations that Master Landlord has to Sublandlord under this the Master Lease. No transfer shall be deemed a waiver Sublandlord hereby reaffirms its continuing obligations under the Master Lease and confirms that Sublandlord remains liable for the payment of all rentals due under the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct Master Lease and primary liability for the performance of all of other obligations under the covenants of this Master Lease. The consent by Landlord to any transfer Neither the Sublease Agreement nor this Consent shall not relieve Tenant or any transferee from the obligation be construed as a waiver of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Master 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 covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord right to consent to a proposed transfer shall never cause a termination any further subletting either by Sublandlord or by Subtenant or to any assignment by Sublandlord of this the Master Lease or subject Landlord assignment by Subtenant of the Sublease Agreement, or as a consent to any damages beyond Tenant's direct costs portion of establishing its entitlement to such consentthe Subleased Premises being used or occupied by any other party.

No Release. Notwithstanding Nothing contained in the Sublease or this Consent shall be construed as relieving or releasing Sublandlord from any transfer of its obligations under the Lease, it being expressly understood and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord agreed that Sublandlord shall remain direct and primaryliable for its obligations under the Lease notwithstanding anything contained in the Sublease or this Consent or any subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Any transferee Sublandlord shall be responsible for the collection of all or substantially all of Tenant's interest in the Premisesrent due Sublandlord from Subtenant, including any such transferee 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 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 is not a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected party to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this SectionSublease and, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding notwithstanding anything to the contrary contained in the documents effecting Sublease, Landlord is not bound by any terms or provisions contained in the transferSublease and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained in the Sublease. Landlord shall in no event be obligated to collect rent directly from Subtenant but, Landlord's consent if Landlord does so for any reason, the collection of such rent shall not alter establish the Sublease as a direct lease between Landlord and Subtenant (unless Landlord shall make the “Election” pursuant to paragraph 7 hereof) but rather shall constitute a payment towards Sublandlord’s obligations under the Lease. Sublandlord specifically grants Landlord the right (but not the obligation) to collect rents due under the Lease from Subtenant in any manner whatsoever the terms event of this a default by Sublandlord under the Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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. Nothing contained in the Assignment Agreement or this Consent Agreement shall be construed as relieving or releasing the Assignor from any of its obligations under the Lease, and it is expressly understood that Assignor shall remain liable for such obligations notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Notwithstanding the foregoing to the contrary, in the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Landlord shall release and discharge Assignor from any obligations, agreements, and covenants to be observed and performed by the “Tenant” under the Lease relating to or arising out of the period from and after the expiration of the initial term of the Lease; and such release and discharge shall be, and is hereby declared to be, effective without the execution by Landlord of any other documents provided that Assignor transfers to Landlord prior to the expiration of the initial term of the Lease the full amount of the Security Deposit (as defined in the Assignment) then held by Assignor pursuant to Section 15 of the Assignment. In the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Assignor agrees to deposit with Landlord the Security Deposit, then held by Assignor, as stated in Section 15 of the Assignment. Notwithstanding any transfer and whether or not provision of the same is a Permitted Transfer or is consented toLease to the contrary, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, Security Deposit shall be deemed held and owned by Landlord, without obligation to have agreed directly with Landlord to be jointly and severally liable with Tenant pay interest, as security for the performance of all Assignee’s covenants and obligations under the Lease. The Security Deposit is not an advance rental deposit or a measure of Tenant's covenants damages incurred by Landlord in case of Assignee’s default. Upon the occurrence of any event of default by Assignee under this the Lease; , Landlord may from time to time, without prejudice to any other remedy provided in the Lease or by law, use such fund to the extent necessary to credit against any arrears of Rent or other payments due to Landlord under the terms and such assignee shall upon request execute provisions of the Lease and deliver such instruments as Landlord reasonably requests in confirmation thereof (any other damage, injury, expense or liability caused by an event of default under the Lease, and agrees that its failure to do so shall be a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee Assignee shall pay directly to Landlord) and apply , on demand, the net amount collected so applied in order to restore the rent and other charges reserved under this LeaseSecurity Deposit to its original amount throughout the term of the Lease as extended. No transfer Although the Security Deposit shall be deemed the property of Landlord, any remaining balance of such deposit shall be promptly returned by Landlord to Assignee at such time after termination of the Lease that all of Assignee’s obligations under the Lease have been fulfilled and in any event within forty five (45) days from the date of termination, reduced by such amounts as may be required by Landlord to remedy defaults on the part of Assignee in the payment of Rent or other obligations of Assignee under the Lease, including any obligation to repair damage to the Premises, Building or Project caused by Assignee or any Assignee’s Parties as required pursuant to the Lease. Landlord is hereby granted a waiver security interest in the Security Deposit in accordance with applicable provisions of the California Commercial Code. Landlord may use and commingle the Security Deposit with other funds of Landlord. Assignee hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of any Regulations, (as defined in the lease) now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits. In no event shall the Assignment Agreement or this Section, Consent Agreement be construed as granting or conferring upon the Assignor or the acceptance Assignee any greater rights than those contained in the Lease nor shall there be any diminution of the transferee as a tenant, or a release of Tenant or any guarantor from direct rights and primary liability for the performance of all privileges of the covenants Landlord under the Lease, nor shall the Lease be deemed modified in any respect, except as provided above. Without limiting the scope of this the preceding sentence, any construction or alterations performed in or to the Premises shall be performed with Landlord’s prior written approval and in accordance with the terms and conditions of the Lease. The consent Landlord acknowledges that Assignee intends to perform certain tenant improvements in the Premises in accordance with the provisions of Exhibit A of the Assignment Agreement. Landlord hereby generally approves of the type of work to be performed by Assignee, provided that the specific work to be performed by Assignee shall be subject to Landlord’s further prior approval as set forth in the Lease, and further provided that such work shall otherwise be performed in accordance with the provisions of the Lease. It is specifically understood that Landlord is not a party to any transfer shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding Assignment Agreement and, notwithstanding anything to the contrary contained in the documents effecting Assignment Agreement, is not bound by any terms, provisions, representations or warranties contained in the transfer, Landlord's consent shall Assignment Agreement and is not alter in obligated to Assignor or Assignee for any manner whatsoever of the terms of this Lease, to which any transfer at all times shall be subject duties and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 consentobligations contained therein.

No Release. Notwithstanding any transfer and If this Lease is assigned, whether or not in violation of the same provisions of this Lease, 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 is a Permitted Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant 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 transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further transfer subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferoccupancy by others (that is, Landlord's consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to as 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.“Subtenant”).‌‌‌‌

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

No Release. Notwithstanding any transfer and whether or not the same is a Permitted No Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all will release Tenant of Tenant's interest 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 Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee if Tenant is in default hereunder. However, the Premises, including acceptance of Rent by Landlord from any such transferee by virtue of a Permitted Transfer, shall other person will not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be jointly and severally liable with deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant for or any successor of Tenant in the performance of all any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining Tenant's covenants consent thereto and any such actions of Landlord will not relieve Tenant of liability under this Lease; provided, however, Landlord shall notify Tenant of any such assignment, subletting, amendment or modification and such assignee Landlord shall upon request execute 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, or if Landlord shall exercise any of its options under Section 9.03, Tenant shall indemnify, defend and deliver such instruments as hold harmless Landlord reasonably requests in confirmation thereof (against and agrees that its failure to do so shall be a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee and all loss, liability, damages, costs and expenses (and upon notice including reasonable counsel fees) resulting from any transferee claims that may be made against Landlord by the proposed Transferee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed Transfer, but the foregoing shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved not constitute a waiver of any of Tenant's express rights under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted No Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all release Tenant of Tenant's interest in obligations under this Lease or alter the Premisesprimary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, including all monies due Tenant by said Transferee. However, the acceptance of rent by Landlord from any such transferee by virtue of a Permitted Transfer, other person shall not be deemed to have agreed directly with be a waiver by Landlord of any provision hereof except to the extent of the rent so accepted. Consent by Landlord to one Transfer shall not be jointly and severally liable with deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant for or any successor of Tenaxx xx the performance of all any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant's covenants , without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease; provided, however, if Landlord amends this Lease without the consent of Tenant and such 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply amendment increases the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver obligations of the provisions of this SectionTenant hereunder, or the acceptance then Tenant will not be liable for that portion of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 consentobligations hereunder that were so increased.

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 other consideration from Assignee, shall: (i) operate to waive, modify, impair, release or in any manner affect any of the covenants, agreements, terms, provisions, obligations or conditions contained in the Lease, or to waive any breach thereof, or any rights of Landlord against any person, firm, association or corporation liable or responsible for the performance thereof; or (ii) be deemed to increase the obligations or diminish the rights of Landlord under the Lease, or to increase the rights or diminish the obligations of Assignor thereunder. Assignor hereby agrees that the obligations of Assignor under the Lease and this Agreement (whether arising before or after the effective date of the Assignment) shall not be discharged or otherwise affected by reason of entering into this Agreement or by Landlord’s giving of any consent or approval. All terms, covenants, agreements, provisions and conditions of the same is a Permitted Transfer or is consented toLease 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the 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 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the PremisesNo Transfer, including any such transferee by virtue of a Permitted Transfer, shall be deemed affect or in any way reduce the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to have agreed directly with Landlord to be jointly and severally liable with any Transfer and/or Landlord’s acceptance of rent from a transferee, assignee or sublessee shall in 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 a default). Tenant hereby irrevocably authorizes Landlord to collect acceptance or rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant 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 transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer Transfer. Tenant may only be released upon any Transfer if Landlord releases Tenant in writing by separate instrument, which release Landlord shall never cause a termination have no obligation to give. Furthermore, should Landlord and any subsequent assignee of this Tenant’s interest in the Lease enter into any amendments, modifications or subject Landlord supplements to the Lease, the prior Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the prior Tenant receives notice of or consents to any damages beyond Tenant's direct costs such amendment, modification or supplement to the Lease. Tenant acknowledges, understands and agrees that Tenant shall remain liable on the Lease whether or not Tenant consents to or has notice of establishing its entitlement any subsequent amendment, modification or supplement and Xxxxxxxx has specifically bargained for the right to such consentso amend, modify or supplement the Lease subsequent to an assignment without obtaining said consent or giving said approval.

No Release. Notwithstanding 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 transfer and whether or not the same is a Permitted Transfer or is consented to, 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 remain direct and primary. Any transferee of all or substantially all of Tenant's interest provide that if Landlord gives said sublessee written notice that Tenant is in the 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 default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee will thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in default under this Lease. No transfer Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy there of to Landlord. However, the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer or a waiver of Landlord’s right to withhold its consent to any subsequent Transfer. In the provisions event of this Section, or the acceptance of the 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not the same is a Permitted No Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all release Tenant of Tenant's interest in obligations under this Lease or alter the Premises, including any such transferee by virtue primary liability of a Permitted Transfer, shall be deemed Tenant to have agreed directly with Landlord pay the rent and to perform all other obligations to be jointly performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and severally liable with each sublease shall provide that if Landlord gives said sublessee written notice that Tenant for the performance of all of Tenant's covenants is in default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee will thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from sums so long as Tenant is not in default under this Lease beyond the period of notice and opportunity to cure provided herein. Tenant shall, within ten (10) days after the execution and delivery of any transferee (and upon notice any transferee shall pay directly assignment or sublease, deliver a duplicate original copy there of to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer shall be deemed a waiver of the provisions of this SectionHowever, 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 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 or any transferee from the obligation sublessee or assignee of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and whether or not Subject to the same is a Permitted Transfer or is consented toprovisions of Section 20.6 below, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted no Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 exhausting remedies against such Transferee or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 consentsuccessor.

No Release. Notwithstanding any transfer and whether or not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted No Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance occupancy or collection 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 a default). Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved under this Lease. No transfer 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 or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease. To the extent the Premises are located in California, to which any transfer at Tenant hereby waives (for itself and all times shall be subject and subordinate. The breach by Tenant or any transferee persons claiming under Tenant) the provisions of any covenant in this Article shall be 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 consentCivil Code Section 1995.310.

No Release. Notwithstanding any transfer Landlord’s consent to a Transfer shall not release Tenant of Tenant’s obligations under this Lease and whether or not this Lease and all of the same is obligations of Tenant under this Lease shall continue in full force and effect as the obligations of a Permitted Transfer or is consented to, Tenant's principal (and any guarantor'snot as the obligations of a guarantor or surety) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant's interest except in the Premisesevent of statutory transfers, including or mergers, where the Tenant originally named herein is merged out of existence, provided that the successor to the Tenant originally named herein shall meet the requirements set forth above below for a Business Transferee. From and after any such transferee by virtue of a Permitted Transfer, the Lease obligations of the Transferee and of the original Tenant named in this Lease shall be deemed joint and several (except in the event of statutory transfers, or mergers, where the Tenant originally named herein is merged out of existence, provided that the successor to have agreed directly with Landlord to be jointly and severally liable with the Tenant originally named herein shall meet the requirements set forth above below 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 a defaultBusiness Transferee). Tenant hereby irrevocably authorizes No acceptance of Rent by Landlord to collect rent and other charges from or recognition in any transferee (and upon notice any transferee shall pay directly to Landlord) and apply way of the net amount collected to occupancy of the rent and other charges reserved under this Lease. 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 or any transferee from the obligation requirement of obtaining the express consent of Landlord to any modification further Transfer. Each violation of such transfer any of the covenants, agreements, terms or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms conditions of this Lease, to which whether by act or omission, by any transfer at all times of Tenant’s permitted Transferees, shall be subject and subordinateconstitute a violation thereof by Tenant. The breach In the event of default by any Transferee of Tenant or any transferee successor of Tenant in the performance of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by the terms hereof, Landlord to consent to a proposed transfer shall never cause a termination may proceed directly against Tenant without the necessity of this Lease exhausting remedies against such Transferee or subject Landlord to any damages beyond Tenant's direct costs of establishing its entitlement to such consentsuccessor.

No Release. Notwithstanding Except for any transfer and whether recapture of the Premises or not the same is a Permitted any portion thereof under Section 14.3, no Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee of all or substantially all release Tenant of Tenant's interest in obligations under this Lease or alter the Premises, including any such transferee by virtue primary liability of a Permitted Transfer, shall be deemed Tenant to have agreed directly with Landlord pay the rent and to perform all other obligations to be jointly performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and severally liable with each sublease shall provide that if Landlord gives said sublessee written notice that Tenant for the performance of all of Tenant's covenants is in default under this Lease; and such assignee shall upon request execute and deliver such instruments , said sublessee will thereafter make all payments due under the sublease directly to or as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall directed by Landlord, which payments will be a default)credited against any payments due under this Lease. Tenant hereby irrevocably authorizes and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect rent all such rents and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges reserved sums so long as Tenant is not in default under this Lease. No transfer shall be deemed Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a waiver duplicate original copy there of the provisions of this Sectionto Landlord. However, or the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the transferee as a tenant, or a release 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 Leaseexhausting remedies against such Transferee or successor. The Landlord may consent by Landlord to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any transfer successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further transfer by Tenant or such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not alter in any manner whatsoever the terms of liability under this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be 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 and If this Lease is assigned, whether or not in violation of the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall remain direct and primary. Any transferee provisions of all or substantially all of Tenant's interest in the 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; , 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 a default). Tenant hereby irrevocably authorizes Landlord to is continuing, 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 the rent due under the applicable sublease or occupancy agreement from any transferee (and upon notice any transferee shall pay directly to Landlord) and the subtenant or occupant. In either event, Landlord may apply the net amount collected to the rent and other charges reserved under this Lease. No transfer Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this SectionArticle 10, or the acceptance of the transferee assignee, subtenant or occupant as a tenantsubtenant or the tenant hereunder, or a release of Tenant 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 transferee Subtenant) from the obligation of obtaining the express written consent of Landlord to any modification of such transfer other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a further transfer subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or such transferee. Notwithstanding anything to the contrary in the documents effecting the transferoccupancy by others (that is, Landlord's consent by anyone other than Tenant) shall not alter in be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any manner whatsoever the terms right of this Leaseuse or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to which any transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to as 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“Subtenant”).