Common use of No Release of Tenant Clause in Contracts

No Release of Tenant. Regardless of Landlord’s consent, no Transfer described in Section 16.1 shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination right.

No Release of Tenant. Regardless of Landlord’s consent, no Transfer described in Section 16.1 No consent by Landlord to any assignment or subletting by Tenant shall release relieve Tenant of Tenant’s any obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunderunder this Lease, whether occurring before or after such consent, assignment of the Lease or subletting of the Leased Premises. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Assignment, subletting or other transfer. Consent to one Transfer Assignment, subletting or other transfer shall not be deemed to constitute consent to any subsequent actAssignment. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any subletting of all or a part of the Leased Premises as permitted by this Lease, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s applications, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the occurrence of an act of default by Tenant. Tenant shall have the right to collect such rent. Except as to a sublease by Tenant (i) of no more than 4,000 sq. ft. within the Leased Premises and (ii) prior to the end of the initial term of this Lease, all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, of this Lease. Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee such assignee, sublessee or successor. Landlord may consent to subsequent Transfers of this Lease assignments or to amendments or modifications to this Lease with assignees or successors assignee of Tenant Tenant, without notifying Tenant, or any successor or Tenant and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. In Each assignment shall be expressly subordinate to the event Landlord allows a Transfer hereunder, neither Tenant, the assignee terms of Tenant, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant hereinthis Lease, and all rights and options to extend any termination of this Lease otherwise granted shall terminate the Assignee’s right to Tenant shall be deemed terminated and canceled as possession of the date of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Leased Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination right.

No Release of Tenant. Regardless of Landlord’s consent, no Transfer described If Tenant shall assign this Lease or sublet the Premises in Section 16.1 shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed any way not authorized by Tenant hereunder. Consent to one Transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, the acceptance by Landlord of any Rent from any person claiming as assignee, subtenant, or otherwise shall not be construed as a recognition of or consent to the assignment or subletting or as a waiver of the right of Landlord thereafter to collect any rent from Tenant, it being agreed that Landlord may proceed at any time accept any Rent under this Lease from any person offering to pay it without thereby acknowledging the person so paying as a Tenant in place of Tenant herein named, and without releasing Tenant from the obligations of this Lease, and without recognizing the claims under which such person offers to pay any Rent, but it shall be taken to be a payment on account by Tenant. While the Premises or any part thereof are subject to a Transfer, Landlord may collect directly from such transferee all rents or other sums relating to the Premises becoming due to Tenant or Landlord and apply such rents and other sums against Tenant without the necessity Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration paid by a transferee for any such space exceeds the sum of exhausting remedies against said assignee (a) Tenant’s Rent to be paid to Landlord for such space during such period and (b) Tenant’s costs and expenses actually incurred in connection with such Transfer, including reasonable brokerage fees, reasonable costs of finishing or successorrenovating the space affected and reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the Transfer, then such excess shall be paid to Landlord within fifteen (15) days after such amount is earned by Tenant. Such overage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and there shall be no cumulative adjustment for the Term. Landlord may consent shall have the right to subsequent Transfers audit Tenant’s books and records relating to the Transfer. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord upon receipt of notice from Landlord to do so. Any attempted Transfer by Tenant in violation of the terms and covenants of this Lease or amendments or modifications to this Lease with assignees or successors of Section 11 shall be void and shall constitute a default by Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event that Tenant requests that Landlord allows consider a Transfer sublease or assignment hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option pay (i) Landlord’s reasonable fees, not to extend exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, incurred in connection with the Lease Term even if consideration of such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant hereinrequest, and (ii) all rights attorneys’ fees and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of costs incurred by Landlord in connection with the date consideration of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee sublease or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination rightassignment.

No Release of Tenant. Regardless No consent of Landlord’s consent, no Transfer described in Section 16.1 Landlord to any assignment or subletting by Tenant shall release relieve Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunderunder this Lease, whether accruing before or after such assignment, or subletting, and notwithstanding any subsequent modification, extension or renewal of this Lease made with or without Tenant's consent. Consent The consent by Landlord to one Transfer any assignment or subletting shall not relieve Tenant from the obligations to obtain Landlord's express prior written consent to any other assignment or subletting. The acceptance by Landlord of payment from any other person shall not be deemed to be waiver by Landlord of any provision of this Lease or to be a consent to any subsequent acttransfer or sublease, or to be a release of Tenant from any obligation under this Lease. In If this Lease is assigned, or if sublease, or to be a release of Tenant from any obligation under this Lease. If this Lease is assigned, or if the event of Premises or any part thereof is sublet or occupied by any person other than Tenant, Landlord may, after default by Tenant, collect the rent from any assignee of Tenant such assignee, transferee, sub-tenant or any successor of Tenant in occupant and apply the performance of any of net amount collected to the terms hereofrent reserved herein, and no such action by Landlord shall be deemed a consent to such assignment, transfer, sublease or occupancy. Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said the assignee or successor. Landlord may consent to subsequent Transfers assignments or subletting of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant Tenant, without notifying Tenant or any successor of Tenant, and without obtaining its consent thereto and such consent. This action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunderLease provided, neither Tenanthowever, the assignee of Tenant, or the sublessee of that Tenant shall have not be liable for any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transfer. Notwithstanding anything increase in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default Tenant's obligations under this Lease at the time the request for consent is made because of any amendment or at any time thereafter through the effective date of the Transfer. In additionmodification to this Lease, Tenant acknowledges that its intent unless Tenanx xxx consented to it in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination rightwriting.

No Release of Tenant. Regardless of Landlord’s consent, no Transfer subletting or assignment or other transfer described in Section 16.1 shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer assignment, subletting or other transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer assignment or subletting hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the term of this Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transferassignment, subletting or other transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfertransfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by the Landlord for vacant space in the Building as of the date on which the Tenant is requesting the Landlord’s consent to the Transfertransfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination right.

No Release of Tenant. Regardless of Landlord’s consentWhether or not Landlord consents, no Transfer described in Section 16.1 shall will release Tenant of Tenant’s obligation or alter any of the primary liability Transferor's or Tenant's Liabilities hereunder, including, without limitation, the joint and several obligations of the Transferor and Tenant to pay the rent and to perform all of Tenant's other obligations under this Lease, except that, provided that there is then no default by Tenant under this Lease, but notwithstanding any other provisions of this Lease to the contrary, an assignor will be released (a "Released Assignor") from further obligations under this Lease as of the date that the following conditions are satisfied: (a) There is a valid assignment of this Lease by the assignor in accordance with the terms of this Article to an assignee who has a net worth, Moody's or Standard & Poor's credit rating and financial capability at least equal to those possessed by PictureTel Corporation when PictureTel Corporation executed this Lease or equal to those possessed by the assignor just prior to the assignment (whichever are better), or the assignor validly assigns this Lease to and merges into or consolidates with a Permitted Assignee and thereby ceases to exist. PictureTel Corporation's, credit rating as of the date of its execution of this Lease is deemed to be performed Baa2 (Moody's) and BBB (Standard & Poor's), (b) The assignee (including a Permitted Assignee) unconditionally assumes in writing for Landlord's benefit this Lease and all of the assignor's and Tenant's Liabilities including, without limitation, those that arose prior to the assignment, and notwithstanding any other provision of this Lease, upon such assignment and assumption the assignor shall have no further obligations under this Lease and may cease its existence without any violation of any provision of this Lease. The acceptance of rent by Landlord from any person other than Tenant hereunderis not a waiver by Landlord. Consent to one Transfer shall will not be deemed to be consent to any subsequent actTransfer. In the event of default by any assignee of If Tenant or any successor of Tenant in the performance of any of the terms hereofTransferee defaults under this Lease, Landlord may proceed directly against the Transferee and/or against Tenant and/or against the Transferor without the necessity of proceeding or exhausting its remedies against said assignee or successorthe other. Landlord may consent to subsequent Transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of TenantAfter any assignment, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as after subleases) aggregating more than fifty percent (SO%) of the date area of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under Building with an initial term (including options) of at least seventy-five percent (75%) of the remaining term of this Lease at the time the request for of such Transfer, Landlord may consent is made in its arbitrary discretion to subsequent Transfers of or at amendments to this Lease without notifying Tenant or any time thereafter through the effective date other person, without obtaining consent thereto, and without relieving Tenant or a Transferor of the Transfer. In additionits Liabilities under this Lease (as it may be amended), provided that unless Tenant or a Transferor consents in writing, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and or such Transferor (as applicable), will not to make speculative usage become liable by reason of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed such Transfer if the rentals payable by the proposed occupant or amendment to the Tenant are less than the rentals sought to be received by Landlord for vacant space extent of any increase in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all 's or such portion of the Premises Transferor's (as applicable) upon execution aggregate obligations and liabilities under this Lease as set forth in such Transfer or amendments, or for increases in the scope of any indemnities owed to Landlord (e.g., an additional act or omission requiring indemnification, as opposed to an increase in the potential liability under an existing indemnity), or for any increase in the Lease term, except for: (a) Extension Options exercised pursuant to and in accordance with Addendum #? hereto or otherwise agreed to by Tenant or Transferor (as applicable); or (b) other extensions agreed to by a Transferee, in each case if such other extension is permitted in accordance with the terms of a written agreement between Landlord Tenant or the transferor and the proposed assignee or subtenantsuch Transferee, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten thirty (1030) days after such extension has been entered into Tenant receives notice, or in fact otherwise becomes aware, that such extension has been entered into. Subject to the following, but notwithstanding anything else to the contrary, Tenant and a Transferor will not be relieved of being notified any Liabilities under this Lease if and to the extent that Landlord grants or consents to any waivers under this Lease to or for the benefit of any Transferee (but if, prior to a breach by Tenant or any Transferee, Landlord waives in writing the performance by the Transferee of any obligation that it has elected Tenant otherwise would be required to exercise said termination rightperform under this Lease, that waiver also shall apply with respect to Tenant [or such Transferor, as applicable]). Landlord's waivers with respect to a Transferee will not affect the rights (if any) of Tenant or the Transferor (as applicable) against the Transferee for any breach of this Lease or any assignment, sublease or other agreement (as applicable) by the Transferee. However, all of such rights against the Transferee will be subject and subordinate to Landlord's rights under this Lease against: the Transferee in the event of a default under this Lease.

No Release of Tenant. Regardless of Landlord’s 's consent, no Transfer described in Section 16.1 subletting or assignment shall release Tenant of Tenant’s 's obligation or alter the primary liability of Tenant to pay the rent rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease. Consent to one Transfer assignment or subletting shall not be deemed consent to any subsequent actassignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereofof this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said such assignee or successor. Landlord may consent to subsequent Transfers assignment or subletting of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant Tenant, without notifying Tenant Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. In Tenant agrees, in the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of Tenant, that (i) all or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as part of the date of such Transfer. Notwithstanding anything in this Lease Premises are to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made be sublet by Tenant; or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing (ii) this Lease is to occupy be assigned by Tenant, the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received agent then authorized by Landlord for vacant to lease space in the Building Office Campus, whether Managing Agent or otherwise, shall (aa) have the exclusive right to act as agent of the date on which Tenant in any such subletting or assignment, and (bb) be entitled to collect from Tenant the Tenant is requesting Landlord’s consent to customary commissions for such services; provided, however, that in no such event shall Landlord be liable for the Transfer. In the event that Tenant proposes to assign this Lease payment of any commissions in connection with any sublet or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request assignment by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination right.

No Release of Tenant. Regardless of Landlord’s consentWhether or not Landlord consents, no Transfer described in Section 16.1 shall will release Tenant of Tenant’s obligation or alter any of the primary liability Transferor's or Tenant's Liabilities hereunder, including, without limitation, the joint and several obligations of the Transferor and Tenant to pay the rent and to perform all of Tenant's other obligations under this Lease, except that, provided that there is then no default by Tenant under this Lease, but notwithstanding any other provisions of this Lease to the contrary, an assignor will be released (a "Released Assignor") from further obligations under this Lease as of the date that the following conditions are satisfied: (a) There is a valid assignment of this Lease by the assignor in accordance with the terms of this Article to an assignee who has a net worth, Moody's or Standard & Poor's credit rating and financial capability at least equal to those possessed by PictureTel Corporation when PictureTel Corporation executed this Lease or equal to those possessed by the assignor just prior to the assignment (whichever are better), or the assignor validly assigns this Lease to and merges into or consolidates with a Permitted Assignee and thereby ceases to exist. PictureTel Corporation's, credit rating as of the date of its execution of this Lease is deemed to be performed Baa2 (Moody's) and BBB (Standard & Poor's). (b) The acceptance of rent by Landlord from any person other than Tenant hereunderis not a waiver by Landlord. Consent to one Transfer shall will not be deemed to be consent to any subsequent actTransfer. In the event of default by any assignee of If Tenant or any successor of Tenant in the performance of any of the terms hereofTransferee defaults under this Lease, Landlord may proceed directly against the Transferee and/or against Tenant and/or against the Transferor without the necessity of proceeding or exhausting its remedies against said assignee or successorthe other. Landlord may consent to subsequent Transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of TenantAfter any assignment, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as after sublease(s) aggregating more than fifty percent (50%) of the date area of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under Building with an initial term (including options) of at least seventy-five percent (75%) of the remaining term of this Lease at the time the request for of such Transfer, Landlord may consent is made in its arbitrary discretion to subsequent Transfers of or at amendments to this Lease without notifying Tenant or any time thereafter through the effective date other person, without obtaining consent thereto, and without relieving Tenant or a Transferor of the Transfer. In additionits Liabilities under this Lease (as it may be amended), provided that unless Tenant or a Transferor consents in writing, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and or such Transferor (as applicable), will not to make speculative usage become liable by reason of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed such Transfer if the rentals payable by the proposed occupant or amendment to the Tenant are less than the rentals sought to be received by Landlord for vacant space extent of any increase in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all 's or such portion of the Premises Transferor's (as applicable) upon execution aggregate obligations and liabilities under this Lease as set forth in such Transfer or amendments, or for increases in the scope of any indemnities owed to Landlord (e.g., an additional act or omission requiring indemnification, as opposed to an increase in the potential liability under an existing indemnity), or for any increase in the Lease term, except for: (a) Extension Options exercised pursuant to and in accordance with Addendum #2 hereto or otherwise agreed to by Tenant or Transferor (as applicable); or (b) other extensions agreed to by a Transferee, in each case if such other extension is permitted in accordance with the terms of a written agreement between Landlord Tenant or the transferor and the proposed assignee or subtenantsuch Transferee, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten thirty (1030) days after such extension has been entered into Tenant receives notice, or in fact otherwise becomes aware, that such extension has been entered into. Subject to the following, but notwithstanding anything else to the contrary, Tenant and a Transferor will not be relieved of being notified any Liabilities under this Lease if and to the extent that Landlord grants or consents to any waivers under this Lease to or for the benefit of any Transferee (but if, prior to a breach by Tenant or any Transferee, Landlord waives in writing the performance by the Transferee of any obligation that it has elected Tenant otherwise would be required to exercise said termination rightperform under this Lease, that waiver also shall apply with respect to Tenant [or such Transferor, as applicable]). Landlord's waivers with respect to a Transferee will not affect the rights (if any) of Tenant or the Transferor (as applicable) against the Transferee for any breach of this Lease or any assignment, sublease or other agreement (as applicable) by the Transferee. However, all of such rights against the Transferee will be subject and subordinate to Landlord's rights under this Lease against the Transferee in the event of a default under this Lease.

No Release of Tenant. Regardless of Landlord’s consent, no Transfer described in Section 16.1 10.2.1 No assignment shall release Tenant of Tenant’s obligation its obligation, or alter the primary liability of Tenant Tenant, to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer The acceptance of rent by Landlord from any other person shall not be deemed consent to a waiver by Landlord of any subsequent actprovision hereof. In the event of default in the performance of any of the terms hereof by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereoftenant, Landlord may may, subject to its duty to mitigate and take all reasonable efforts to relet the Premises, proceed directly against 21 Tenant without the necessity of exhausting remedies against said assignee or successorsuch assignee. Landlord may consent to subsequent Transfers assignments of this Lease or amendments or modifications to this Lease with assignees of Tenant, upon notice to Tenant, or successors any successor of Tenant without notifying Tenant and without Tenant. After obtaining its Tenant's or such successor's consent thereto and thereto, such action shall not relieve Tenant of liability under this Lease. In . 10.2.2 Notwithstanding the foregoing subsection, in the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is an assignment otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend in compliance with this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transfer. Notwithstanding anything in this Lease to the contraryArticle, Landlord may, but shall have no obligation to, release Tenant from its primary liability under this Lease. To seek such release, Tenant shall submit a written request to grant Landlord therefor, together with the following information for the proposed assignee: name; most recently prepared annual and quarterly financial statements (including a balance sheet and an income statement); and a description of the length and nature of the ex- perience of the proposed assignee and its principals (if a closely held entity) in. the business proposed to be conducted by the assignee on the Premises. Should Landlord consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premisessuch release, Landlord shall have the right, exercisable by notice so notify Tenant in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination rightwriting.

No Release of Tenant. Regardless of Landlord’s consent, no Transfer described in Section 16.1 No consent by Landlord to any assignment or subletting by Tenant shall release relieve Tenant of Tenant’s any obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunderunder this Lease, whether occurring before or after such consent, assignment of the Lease or subletting of the Premises. The consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord’s express written consent to any other such assignment of the Lease or subletting of the Premises. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment, subletting or other transfer. Consent to one Transfer assignment, subletting or other transfer shall not be deemed to constitute consent to any subsequent actassignment, subletting or other transfer. In the event of default by Tenant’s obligations shall continue notwithstanding any assignee of Tenant extension, modification or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers alteration of this Lease made by Landlord and the assignee or amendments their respective successors or modifications assigns, whether made with or without notice to or consent by Txxxxx, and notwithstanding further assignment, notwithstanding the bankruptcy, reorganization or insolvency of the assignee or its successors or assigns or any disaffirmance or abandonment of this Lease by any trustee or debtor in possession, and notwithstanding any waiver or indulgence which Landlord may grant any such assignee or any failure of Landlord to act with assignees or successors diligence in enforcing the obligations of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of Tenant, hereunder or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions discharge or release of any such option granted party obligated hereunder. Tenant hereby irrevocably assigns to Tenant herein, Landlord all rent and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to other sums from any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage subletting of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer if agrees that Landlord, as assignee and as Tenant’s attorney-in-fact hereby created and authorized, or a receiver for Tenant appointed upon Lxxxxxxx’s application, may collect such rent and other sums and apply the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by Landlord for vacant space same as provided in the Building as of the date on which the Tenant is requesting Landlord’s consent to the Transfer. In the event that Tenant proposes to assign this Lease upon Tenant’s default; provided, however, that until the occurrence of any act of default by Tenant or to sublet all or a portion of the Premisessubtenant, Landlord Tenant shall have the right, exercisable by notice in writing after receipt right to collect such sums. Landlord may at its election require as a condition to approval of a proposed sublease that the request by Tenant, rent due pursuant to terminate this Lease with respect the sublease be paid directly to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have thereafter remit to Tenant any such termination right if amount owed by Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination righthereunder.

No Release of Tenant. Regardless of Landlord’s 's consent, no Transfer -------------------- subletting or assignment or other transfer described in Section 16.1 shall release Tenant of Tenant’s 's obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer assignment, subletting or other transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers assignments, subletting, or transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer assignment or subletting hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the term of this Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transferassignment, subletting or other transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfertransfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals sought to be received by the Landlord for vacant space apace in the Building as of the date on which the Tenant is requesting the Landlord’s 's consent to the Transfertransfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of in which case the Premises lease shall terminate thirty (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (1030) days of being notified by Landlord that it has elected to exercise said termination rightfollowing such notice as though such date had been the Expiration Date as set forth 1,8.

No Release of Tenant. Regardless of Landlord’s 's consent, no Transfer subletting or assignment or other transfer described in Section 16.1 shall release Tenant of Tenant’s 's obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer assignment, subletting or other transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereofTenant’s obligations under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said such assignee or successor. Landlord may consent to subsequent Transfers assignments, subletting, or transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in monetary or material non-monetary default under this Lease after any applicable notice and cure period at the time the request for consent is made or at any time thereafter through the effective date of the Transfertransfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer transfer if the rentals payable by the proposed occupant to is an existing tenant in the Tenant are less than the rentals sought to be received by Landlord for vacant Building and there exists space in the Building available for direct lease from Landlord, which space is reasonably sufficient to satisfy the existing tenant's or occupant's requirements or a potential tenant with whom Landlord is then (as of the date on which the Tenant is requesting time of Tenant’s request for Landlord’s consent consent) negotiating regarding the lease of space in the Building of comparable size and configuration to the Transferspace being offered by Tenant. In the event that Tenant proposes to assign its entire interest in this Lease or (other than in connection with Permitted Disposition pursuant to sublet all or a portion of the PremisesSection 16.5 hereof), Landlord shall have the right, exercisable by notice in writing to Tenant ("Recapture Notice") which Recapture Notice must be delivered, if at all, within fifteen (15) business days after receipt of the request by TenantTenant for Landlord’s consent to such assignment, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenantassignee, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days after Tenant's receipt of being notified by Landlord that it has elected to exercise said termination rightthe Recapture Notice from Landlord.

No Release of Tenant. Regardless of No transfer permitted by this Article Nine, including a transfer to a Tenant Affiliate, whether with or without Landlord’s 's consent, no Transfer described in Section 16.1 shall release Tenant of or change Tenant’s obligation or alter the 's primary liability of Tenant to pay the rent and to perform all other obligations to be performed by of Tenant hereunderunder this Lease. Landlord's acceptance of rent from any other person is not a waiver of any provision of this Article Nine. Consent to one Transfer shall transfer is not be deemed a consent to any subsequent acttransfer. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereofIf Tenant's transferee defaults under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting pursuing remedies against said assignee or successorthe transferee. Landlord may consent to subsequent Transfers assignments or modifications of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant by Tenant's transferee, without notifying Tenant and without or obtaining its consent thereto and such consent. Such action shall not relieve Tenant of Tenant's liability under this Lease. In Notwithstanding the foregoing, in the event this Lease is transferred and subsequently terminated by reason of (i) the default of the any transferee, pursuant to the provisions thereof or (ii) the disaffirmance or rejection of this Lease in any bankruptcy or insolvency proceedings, Tenant shall, upon request from Landlord: (a) pay to Landlord allows a Transfer hereunderall rent, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option additional rent and other charges due and owing to extend Landlord under the Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of including the date of such Transfer. Notwithstanding anything in this Lease to termination, disaffirmance or rejection; and (b) enter, as “Tenant”, into a new lease (the contrary“New Lease”) with Landlord, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at for the time the request Property for consent is made or at any time thereafter through a term commencing on the effective date of such termination, disaffirmance or rejection, and ending on the Transfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage natural expiration date of the PremisesLease at the same rent, additional rent and therefore Landlord upon the same executory terms, covenants and conditions as are contained in the Lease, except that: (c) Tenant’s rights under the New Lease shall have no obligation whatsoever to consent to any proposed Transfer if the rentals payable by the proposed occupant be subject to the Tenant are less than the rentals sought to be received by Landlord for vacant space in the Building as possessory rights (if any) of the transferee under the Lease and the possessory rights (if any) of any person, firm or corporation claiming by, through or under the transferee or by virtue of any statute or of any order of any court; and (d) such New Lease with Tenant shall require that all defaults existing under the Lease be cured by Tenant within thirty (30) days of the commencement date on which of the Tenant is requesting Landlord’s consent to the TransferNew Lease (as specified above). In the event that Tenant proposes shall default in its obligation to assign this enter into such New Lease or to sublet all or and such default shall continue for a portion period of the Premises10 (ten) days following Landlord’s written request therefore, then Landlord shall have the rightall rights, exercisable claims and remedies by notice reason of such default, either at law or/in writing after receipt of the request by equity against Tenant, to terminate this Lease with respect to and in addition, all or such portion of the Premises (rights, claims and remedies against Tenant as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise had entered into said termination rightNew Lease and defaulted thereunder.

No Release of Tenant. Regardless of Landlord’s 's consent, no Transfer subletting or assignment or other transfer described in Section 16.1 shall release Tenant (or any guarantor of Tenant’s obligation 's obligations hereunder) from Tenant's obligations or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one Transfer assignment, subletting or other transfer shall not be deemed consent to any subsequent act. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers assignments, subletting, or transfers of this Lease or amendments or modifications to this Lease with assignees or successors of Tenant without notifying Tenant and without obtaining its consent thereto and such action shall not relieve Tenant of liability under this Lease. In the event Landlord allows a Transfer assignment or subletting hereunder, neither Tenant, the assignee of Tenant, or the sublessee of Tenant shall have any option to extend the term of this Lease Term even if such option is otherwise granted to Tenant herein and notwithstanding the provisions of any such option granted to Tenant herein, and all rights and options to extend this Lease otherwise granted to Tenant shall be deemed terminated and canceled as of the date of such Transferassignment, subletting or other transfer. Notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to grant consent to any transfer as defined in Section 16.1 if Tenant is in default under this Lease at the time the request for consent is made or at any time thereafter through the effective date of the Transfertransfer. In addition, Tenant acknowledges that its intent in executing this Lease is to occupy the Premises and not to make speculative usage of the Premises, and therefore Landlord shall have no obligation whatsoever to consent to any proposed Transfer transfer if the rentals payable by the proposed occupant to the Tenant are less than the rentals rental sought to be received by the Landlord for vacant space in the Building as of the date on which the Tenant is requesting the Landlord’s 's consent to the Transfertransfer. In the event that Tenant proposes to assign this Lease or to sublet all or a portion of the Premises, Landlord shall have the right, exercisable by notice in writing after receipt of the request by Tenant, to terminate this Lease with respect to all or such portion of the Premises (as applicable) upon execution of an agreement between Landlord and the proposed assignee or subtenant, provided that Landlord shall not have any such termination right if Tenant withdraws such request within ten (10) days of being notified by Landlord that it has elected to exercise said termination right.