Common use of No Release Clause in Contracts

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

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

No Release. Notwithstanding any Transfer and whether transfer of this Lease or not the same is any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a Related Party Transfer or is consented to, the liability transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability to Landlord shall in all events remain direct and primary. Any transferee of all or substantially all a substantial part of Tenant’s 's interest in the Premises (including any such transferee under a Related Party Transfer) 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 defaultsubject to the default provisions). Tenant hereby irrevocably authorizes Landlord to may collect Rent rent and other charges from any such transferee (and upon notice any such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges reserved under this Lease. No Transfer herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy, to the contrary extent required in the documents effecting the Transfer, no Transfer Section 8.1; nor shall Landlord's consent alter in any manner whatsoever the terms of this Lease, to which any Transfer transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee of any covenant restriction on transfer in this Article Section shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding No Transfer shall release or discharge Tenant of or from any Transfer and liability, whether past, present or not the same is a Related Party Transfer or is consented tofuture, the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 from any transferee (and upon notice any transferee shall pay directly satisfactory to Landlord) , to comply with and apply be bound by all of the net amount collected terms, covenants, conditions, provisions and agreements of this Lease. The 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 charges reserved sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in Default under this LeaseLease with respect to the payment of Rent. No Transfer 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 be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability hold such sums in trust for the performance benefit of all Landlord and shall immediately forward the same to Landlord. Xxxxxxxx’s collection of the covenants such rent and other sums shall not constitute an acceptance by Landlord of this Leaseattornment by such assignee or subtenant. Notwithstanding anything Tenant shall deliver to the contrary in the documents effecting the Transfer, no Landlord promptly after execution an executed copy of each Transfer shall alter in any manner whatsoever the terms and an agreement of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach compliance by Tenant each such subtenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesassignee.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding No assignment or sublease (including without limitation any Transfer and whether assignment under Section 14.01(b)) shall affect or not reduce any of the same is a Related Party Transfer or is consented to, the liability obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any assignment or sublease and/or Landlord’s acceptance of rent from an assignee or sublessee shall in no event: (i) release Tenant from any liability under this Lease, or (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease. Furthermore, should Landlord shall remain direct and primary. Any transferee of all or substantially all any subsequent assignee of Tenant’s interest in the Premises (including 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 transferee under a Related Party Transfer) shall be jointly amendment, modification or supplement to the Lease, except to the extent that Landlord and severally liable with original Tenant otherwise agree in writing at the time of the assignment or thereafter. Except to the extent that Landlord for and original Tenant otherwise agree in writing at the performance time of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (the assignment or thereafter, Tenant acknowledges, understands and agrees that its failure Tenant shall remain liable on the Lease whether or not Tenant consents to do or has notice of any subsequent amendment, modification or supplement and Landlord has specifically bargained for the right to so shall be a default)amend, modify or supplement the Lease subsequent to an assignment without obtaining said consent or giving said approval. Tenant hereby irrevocably authorizes may only be released upon any assignment or sublease if Landlord releases Tenant in writing by separate instrument, which release Landlord shall have no obligation to collect 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 shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesgive.

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

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

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer assignment or subletting, Tenant and whether or not the same is a Related Party Transfer or is consented to, the liability any Guarantor of Tenant to Landlord Tenant’s obligations under this Lease shall remain direct fully responsible and primary. Any transferee liable for the payment of all or substantially the Rent herein specified and for compliance with all of Tenant’s interest other obligations under this Lease (even if future assignments and subletting occur after the assignment or subletting by Tenant, and regardless of whether or not Tenant’s approval has been obtained for those future assignments and sublettings). Moreover, if the Rent due and payable by a sublessee (or a combination of the rental payable by the sublessee plus any bonus or other consideration relating thereto in excess of market value of other property or services being provided) exceeds the Premises (including any such Rent payable under this Lease, or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee therefor exceeds the Rent payable under a Related Party Transfer) this Lease, then Tenant shall be jointly and severally liable with Tenant pay to Landlord for one-half of the performance of excess amounts within ten (10) days after receipt thereof from time to time by Tenant after first deducting all of Tenant’s covenants under this Lease; reasonable broker fees, attorneys’ fees and such 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 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 tenant improvement costs of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer. Finally, no Transfer shall alter 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 any manner whatsoever the terms of this Leasetrust for Landlord, to which be forwarded immediately to Landlord without offset or reduction of any Transfer at kind. On Landlord’s election, during the existence of an Event of Default, all times such rentals shall be subject and subordinate. The breach by Tenant or any transferee of any covenant in paid directly to Landlord as specified under this Article shall Lease (to be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective applied as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisescredit against Tenant’s accrued Rent obligations).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct may require that, upon the occurrence and primary. Any transferee during the continuance of all or substantially all any Event of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Default by Tenant to Landlord 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 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding Nothing contained in the Assignment Agreement or this Agreement shall be construed as relieving or releasing Assignor from any Transfer of its obligations under the Lease, and whether or not the same it is a Related Party Transfer or is consented to, the liability of Tenant to Landlord expressly understood that Assignor shall remain liable for such obligations notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. In no event shall the Assignment Agreement or this Agreement be construed as granting or conferring upon Assignor or Assignee any greater rights than those contained in the Lease nor shall there be any diminution of the rights and privileges of the Landlord under the Lease. Neither this Agreement nor the Assignment Agreement, nor Landlord’s acceptance of Rent or any other consideration from Assignee, shall: (i) operate to waive, modify, impair, release or in any manner affect any of the covenants, agreements, terms, provisions, obligations or conditions contained in the Lease, or to waive any breach thereof, or any rights of Landlord against any person, firm, association or corporation liable or responsible for the performance thereof; or (ii) be deemed to increase the obligations or diminish the rights of Landlord under the Lease, or to increase the rights or diminish the obligations of Assignor thereunder. Assignor hereby agrees that the obligations of Assignor under the Lease and this Agreement (whether arising before or after the effective date of the Assignment) shall not be discharged or otherwise affected by reason of entering into this Agreement or by Landlord’s giving of any consent or approval. All terms, covenants, agreements, provisions and conditions of the Lease are hereby ratified and declared by Assignor and by Assignee to be in full force and effect, and Assignor and Assignee hereby unconditionally reaffirm and affirm, respectively, their primary, direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant ongoing liability to Landlord for the performance of all of Tenant’s covenants obligations to be performed by the tenant under this the Lease; and such 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same provisions of this Lease, Landlord may, if an Event of Default has occurred and is a Related Party Transfer or is consented tocontinuing, collect rent from the liability of Tenant to Landlord shall remain direct and primaryassignee. Any transferee of all or substantially all of Tenant’s interest in If the Premises (including or any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord for the performance part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation 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 is continuing, collect the rent due under the applicable sublease or occupancy agreement from the subtenant or occupant. In either event, 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and may apply the net amount collected to the rent and other charges reserved under this Lease. No Transfer 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 from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. Notwithstanding anything The consent by Landlord to the contrary in the documents effecting the Transferassignment, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach subletting or use or occupancy by Tenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization others of the Premises shall enter into not in any lease, sublease, way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignment, licensesubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (anyone other than an amount based on a fixed percentage Tenant) shall not be construed as limited to use or percentages occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of receipts use or sales)occupancy, and immediately or remotely, or claiming any other right of possession or occupancy (all such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective Persons are each herein referred to as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises“Subtenant”).

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall remain direct and primary. 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant’s covenants 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents and other charges reserved sums so long as Tenant is not in default (beyond the expiration of all applicable notice and cure periods) 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding Except for any recapture of the Premises or any portion thereof under Section 14.3, no Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to Tenant hereby waives (for itself and all persons claiming under Tenant) the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or salesCivil Code Section 1995.310(b), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Nothing contained in the Assignment Agreement or this Consent Agreement shall be construed as relieving or releasing the Assignor from any of its obligations under the Lease, and it is expressly understood that Assignor shall remain liable for such obligations notwithstanding the subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Notwithstanding the foregoing to the contrary, in the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Landlord shall release and discharge Assignor from any obligations, agreements, and covenants to be observed and performed by the “Tenant” under the Lease relating to or arising out of the period from and after the expiration of the initial term of the Lease; and such release and discharge shall be, and is hereby declared to be, effective without the execution by Landlord of any other documents provided that Assignor transfers to Landlord prior to the expiration of the initial term of the Lease the full amount of the Security Deposit (as defined in the Assignment) then held by Assignor pursuant to Section 15 of the Assignment. In the event Assignee properly exercises the Renewal Option set forth in Section 38 E of the Lease, Assignor agrees to deposit with Landlord the Security Deposit, then held by Assignor, as stated in Section 15 of the Assignment. Notwithstanding any Transfer and whether or not provision of the same is a Related Party Transfer or is consented toLease to the contrary, the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) Security Deposit shall be jointly held and severally liable with Tenant owned by Landlord, without obligation to Landlord pay interest, as security for the performance of all of TenantAssignee’s covenants and obligations under this the Lease; . The Security Deposit is not an advance rental deposit or a measure of damages incurred by Landlord in case of Assignee’s default. Upon the occurrence of any event of default by Assignee under the Lease, Landlord may from time to time, without prejudice to any other remedy provided in the Lease or by law, use such fund to the extent necessary to credit against any arrears of Rent or other payments due to Landlord under the terms and such 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 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 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. Notwithstanding 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 the Assignment Agreement and, notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingAssignment Agreement, neither Tenant nor is not bound by any transferee nor any other person having an interest terms, provisions, representations or warranties contained in the possession, use, occupancy Assignment Agreement and is not obligated to Assignor or utilization Assignee for any of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), duties 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 Premisesobligations contained therein.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Following a default beyond any applicable notice and cure periods by Tenant, Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if 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 license to collect all such rents and other sums so long as Tenant is not in default beyond applicable notice and cure periods under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of 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 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant's obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. During any period in which Tenant is in default hereunder, Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, except as may be expressly provided above. Any transferee assignee of all or substantially all of Tenant’s interest in the Premises or in this Lease (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 Leasethereof. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease beyond any applicable notice and cure periods. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of Default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. Notwithstanding anything Lease or sublettings or amendments or modifications to the contrary in the documents effecting the Transfer, no Transfer shall alter in any manner whatsoever the terms this Lease with assignees 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesTenant.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales)Tenant, and any such purported lease, sublease, assignment, license, concession by obtaining its 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 Premisestheir consent thereto.

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 Related Party Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, the liability of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. Notwithstanding anything The consent by Landlord to the contrary in the documents effecting the Transferassignment, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach subletting or use or occupancy by Tenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization others of the Premises shall enter into not in any lease, sublease, way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignment, licensesubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (anyone other than an amount based on a fixed percentage Tenant) shall not be construed as limited to use or percentages occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of receipts use or sales)occupancy, and immediately or remotely, or claiming any other right of possession or occupancy (all such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective Persons are each herein referred to as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises“Subtenant”).

No Release. Notwithstanding any Transfer (whether a Permitted Transfer or a Transfer to a Third Party, and whether or not the same is a Related Party Transfer or is consented to), the liability of Tenant 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 under a Related Party Transfer) Transferee shall 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 Landlord Sublessor for the performance of all of TenantSublessee’s covenants under this Lease; provided, however, in connection with a sublease of less than all of the Premises, such joint and several liability of the subtenant shall only extend to the proportionate share that applicable subleased premises bears to the total Premises (unless a greater proportion of the obligations are assumed pursuant to the applicable sublease Transfer instrument); and such 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 rent 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 (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 Sublessee from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Sublessor to any Transfer shall not relieve Sublessee or any Transferee from the obligation of obtaining the express consent of Sublessor to any modification of such Transfer or a further Transfer by Sublessee or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer Xxxxxxxxx’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 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 a default for which there 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 no cure period. Anything contained equal to or greater than each respective corresponding Financial Criteria of both Sublessor and Original Guarantor (as defined in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization Primary Lease) as of the Premises 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 enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, be effective on the net income or profits derived date of such assignment of the Sublease and shall be applicable solely with respect to matters first arising from and after the effective date of such release. As used herein, the “Financial Criteria” of an entity shall mean each of the following metrics with respect to such entity: (A) the credit rating with Standard & Poor’s (or, if Standard & Poor’s ceases to exist, the equivalent credit rating with such other nationally recognized debt rating service as is reasonably identified by any person from Sublessee) and (B) the Premises leased, used, occupied or utilized (other than an amount market capitalization based on a fixed percentage or percentages market valuations on the New York Stock Exchange. The parties hereto acknowledge and agree that the Financial Criteria of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective Original Guarantor as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premiseseffective 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 No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of Default by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may not consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without first notifying Tenant, or any successor of Tenant or Tenant shall be fully released of any and all of its obligations, duties and responsibilities under the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding This Consent by Landlord shall not be deemed in any Transfer way or manner a release of Sublessor from the responsibility and whether liability for the payment of rent under the Primary Lease and for compliance with any and all obligations to be performed by Sublessor as the tenant under the Primary Lease. The parties hereto agree that Landlord may, after an event of default by Sublessor under the Primary Lease, in addition to any other remedies under the Primary Lease or not the same is a Related Party Transfer or is consented toat law, the liability of Tenant collect directly from Sublessee all rents due and owing from Sublessee and apply any such rent against sums due to Landlord shall remain direct 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 under a Related Party Transfer) rents shall be jointly and severally liable with Tenant to Landlord 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 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 Sublessor as tenant from direct and primary liability for the further performance of all of its obligations under the covenants of this Primary Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach receipt by Tenant or any transferee Landlord from Sublessee of any covenant in this Article such rents shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section full and complete release, discharge and acquittance to such Sublessee to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization extent of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance amount of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesrent so paid to Landlord.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease beyond applicable notice and cure periods. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesCivil Code Section 1995.310.

No Release. Notwithstanding any No Transfer and whether will release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for on a monthly basis, all monies due Tenant by said Transferee if Tenant is in default hereunder. However, the acceptance of Rent by Landlord from any other person will not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant’s covenants , without notifying Tenant, or any successor of Tenant, and without obtaining Tenant's consent thereto and any such actions of Landlord will not relieve Tenant of liability under this Lease; provided, however, Landlord shall notify Tenant of any such assignment, subletting, amendment or modification and such 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and If this Lease is assigned, whether or not in violation of the same 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 Related Party Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, the liability of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. Notwithstanding anything The consent by Landlord to the contrary in the documents effecting the Transferassignment, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach subletting or use or occupancy by Tenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization others of the Premises shall enter into not in any lease, sublease, way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignment, licensesubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (anyone other than an amount based on a fixed percentage Tenant) shall not be construed as limited to use or percentages occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of receipts use or sales)occupancy, and immediately or remotely, or claiming any other right of possession or occupancy (all such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective Persons are each herein referred to as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises“Subtenant”).

No Release. Notwithstanding any Transfer transfer and whether or not the same is a Related Party Permitted Transfer or is consented to, the liability of Tenant (and any Guarantor) to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (Premises, including any such transferee under a Related Party Permitted Transfer) , shall be jointly and severally liable with Tenant to Landlord 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)thereof. Tenant hereby irrevocably authorizes Landlord to collect Rent 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 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, no Transfer Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer transfer at all times shall be subject and subordinate. The breach Landlord shall not have any liability to Tenant for any failure or refusal by Tenant Landlord to consent to a proposed transfer, and Tenant’s sole remedy for any such failure or any transferee of any covenant in this Article refusal shall be for injunctive relief after a default 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 which there is no cure period. resolution by either party pursuant to the special expedited dispute resolution procedure set forth in Exhibit J. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of Civil Code Section 1995.310 which grant Tenant the right to terminate this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesLease if Landlord unreasonably withholds its consent.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease 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 thereto and any such actions shall not relieve Tenant of liability under this Lease. Notwithstanding anything to To the contrary extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the PremisesCivil Code Section 1995.310.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section Section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding Nothing contained in the Sublease Agreement or this Consent shall be construed as relieving or releasing Sublandlord from any Transfer of its obligations under the Master Lease, it being expressly understood and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord agreed that Sublandlord shall remain direct and primaryliable for such obligations notwithstanding anything contained in the Sublease Agreement or this Consent or any subsequent or further assignment(s), 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 Premises (including any such transferee under a Related Party Transfer) shall be jointly rent due it from Subtenant, and severally liable with Tenant to Landlord 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 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 from direct Master Lease and primary liability for the performance of all other obligations under the Master Lease. Neither the Sublease Agreement nor this Consent shall be construed as a waiver of Master Landlord's right to consent to any further subletting either by Sublandlord or by Subtenant or to any assignment by Sublandlord of the covenants Master Lease or assignment by Subtenant of this Lease. Notwithstanding anything the Sublease Agreement, or as a consent to any portion of the contrary in the documents effecting the Transfer, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach Subleased Premises being used or occupied by Tenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesparty.

No Release. Notwithstanding No Transfer, including any Permitted Transfer, shall affect or in any way reduce the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any Transfer and/or Landlord’s acceptance of rent from a transferee, assignee or sublessee shall in no event: (i) release Tenant from any liability under this Lease, (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease, or (iii) be construed as Landlord’s consent to a Transfer and whether no such acceptance or not the same is rent shall be deemed a Related Party consent to a Transfer. Tenant may only be released upon any Transfer or is consented toif Landlord releases Tenant in writing by separate instrument, the liability of Tenant to which release Landlord shall remain direct have no obligation to give. Furthermore, should Landlord and primary. Any transferee of all or substantially all any subsequent assignee of Tenant’s interest in the Premises (including Lease enter into any amendments, modifications or supplements to the Lease, the prior Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the prior Tenant receives notice of or consents to any such transferee under a Related Party Transfer) shall be jointly and severally liable with amendment, modification or supplement to the Lease. Tenant to Landlord 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 (acknowledges, understands and agrees that its failure Tenant shall remain liable on the Lease whether or not Tenant consents to do so shall be a default). Tenant hereby irrevocably authorizes Landlord to collect Rent from or has notice of any transferee (subsequent amendment, modification or supplement 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 from direct and primary liability Xxxxxxxx has specifically bargained for the performance of all of right to so amend, modify or supplement the covenants of this Lease. Notwithstanding anything Lease subsequent to the contrary in the documents effecting the Transfer, no Transfer shall 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 an assignment without obtaining said consent or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesgiving said approval.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 all such rents and other sums so long as Tenant is not in default under this Lease beyond the period of notice and opportunity to cure provided herein. 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 collect Rent from one Transfer shall not be deemed consent to any transferee (and upon notice subsequent Transfer. In the event of default by any transferee shall pay Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to Landlord) and apply subsequent assignments of the net amount collected Lease or sublettings or amendments or modifications to the rent Lease with assignees of Tenant, without notifying Tenant, or any 'successor of Tenant, and other charges reserved without obtaining its or their consent thereto and any such actions shall not relieve Tenant or any sublessee or assignee of liability under this Lease. No Transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Transfer and whether Subject to the provisions of Section 20.6 below, no Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 exhausting remedies against such Transferee or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessuccessor.

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

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant's obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for on a monthly basis, all monies due Tenant by said Transferee. 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 except to the extent of the rent so accepted. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises obligations hereunder that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premiseswere so increased.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary, except as otherwise expressly provided above. Any transferee assignee of all or substantially all of Tenant’s interest in the Premises (including any such transferee assignee under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such commercially reasonable instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). Tenant hereby irrevocably authorizes Landlord to collect 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 shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section Section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any Landlord’s consent to a Transfer and whether or shall not the same is a Related Party Transfer or is consented to, the liability of release Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest obligations under this Lease and this Lease and all of the obligations of Tenant under this Lease shall continue in full force and effect as the obligations of a principal (and not as the obligations of a guarantor or surety) except in the Premises (including event of statutory transfers, or mergers, where the Tenant originally named herein is merged out of existence, provided that the successor to the Tenant originally named herein shall meet the requirements set forth above below for a Business Transferee. From and after any such transferee under a Related Party Transfer) , the Lease obligations of the Transferee and of the original Tenant named in this Lease shall be jointly joint and severally liable with several (except in the event of statutory transfers, or mergers, where the Tenant originally named herein is merged out of existence, provided that the successor to Landlord 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 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 from direct and primary liability for the further performance of all Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Each violation of any of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfercovenants, no Transfer shall alter in any manner whatsoever the agreements, terms or 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any leaseterms hereof, sublease, assignment, license, concession Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premisessuccessor.

No Release. Notwithstanding Nothing contained in the Sublease or this Agreement shall be construed as relieving or releasing Tenant from any Transfer of its obligations under the Lease, it being expressly understood and whether agreed that Tenant shall remain liable for such obligations notwithstanding anything contained in the Sublease or not this Agreement or any subsequent assignment, sublease, or transfer of the same interest of the tenant under the Lease, provided, however, that if Subtenant is a Related Party Transfer or is consented toin Default (as defined in the Sublease) in the payment of any amounts due under the Sublease (“Default Rent”), Tenant shall have the liability right to offset the amount of the Default Rent against the rent and other sums due from Tenant to Landlord shall remain direct under the Lease (and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee nonpayment of Default Rent shall not constitute a default under a Related Party Transferthe Lease), but only after (i) written notice to Landlord and Subtenant of Subtenant’s nonpayment of Default Rent to Sublandlord and the expiration of the applicable cure period, under the Sublease, and (a) an additional notice to Landlord and Subtenant that such nonpayment has not been cured within the applicable cure period under the Sublease Agreement. Tenant shall be jointly responsible for the rent due to from Subtenant, subject to Tenants offset right hereinabove described, and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingSublease, neither Tenant nor is not bound by any transferee nor any other person having an interest terms, provisions, representations or warranties contained in the possession, use, occupancy Sublease and is not obligated to Tenant or utilization Subtenant for any of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), duties 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 Premisesobligations contained therein.

No Release. Notwithstanding Nothing contained in the Sublease or this Consent shall be construed as relieving or releasing Sublandlord from any Transfer of its obligations under the Lease, it being expressly understood and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord agreed that Sublandlord shall remain direct and primaryliable for its obligations under the Lease notwithstanding anything contained in the Sublease or this Consent or any subsequent assignment(s), 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 Premises (including any such transferee under a Related Party Transfer) shall be jointly rent due Sublandlord from Subtenant, and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing Sublease, Landlord is not bound by any terms or provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest contained in the possession, use, occupancy Sublease and is not obligated to Sublandlord or utilization Subtenant for any of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space duties and obligations contained in the Premises that provides Sublease. Landlord shall in no event be obligated to collect rent directly from Subtenant but, if Landlord does so for rental or other payment for any reason, the collection of such use, occupancy or utilization based, in whole or in part, on rent shall not establish 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 Sublease as a conveyance of any 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 or interest (but not the obligation) to collect rents due under the Lease from Subtenant in the possession, use, occupancy or utilization event of any part of a default by Sublandlord under the PremisesLease.

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 Related Party Transfer continuing, collect rent from the subtenant or is consented tooccupant. In either event, the liability of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of its obligations under this Lease. Notwithstanding anything The consent by Landlord to the contrary in the documents effecting the Transferassignment, no Transfer shall alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The breach subletting or use or occupancy by Tenant or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization others of the Premises shall enter into not in any lease, sublease, way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignment, licensesubletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (anyone other than an amount based on a fixed percentage Tenant) shall not be construed as limited to use or percentages occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of receipts use or sales)occupancy, and immediately or remotely, or claiming any other right of possession or occupancy (all such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective Persons are each herein referred to as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.“Subtenant”).‌‌‌‌

No Release. Notwithstanding any Transfer and whether or not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises Premises, (including any such transferee under a Related Party Transfer) Transfer shall be jointly and severally liable with Tenant to Landlord 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 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 from direct and primary liability for the performance of all of the covenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, no Transfer shall 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 a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

No Release. Notwithstanding any No Transfer and whether shall release Tenant of Tenant’s obligations under this Lease or not alter the same is a Related Party Transfer or is consented to, the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including may require that any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant Transferee remit directly to Landlord for the performance of on a monthly basis, all of Tenant’s covenants 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; 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 from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent all such rents and other charges reserved sums so long as Tenant is not in default under this Lease. No 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 from direct and primary liability for or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of this Leaseexhausting remedies against such Transferee or successor. Notwithstanding anything Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the contrary in the documents effecting the TransferLease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.

No Release. Notwithstanding any Transfer and whether No Transfer, occupancy or not the same is a Related Party Transfer or is consented to, the liability collection of Tenant 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 under a Related Party Transfer) shall be jointly and severally liable with Tenant to Landlord 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 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 proposed Transferee shall be deemed a waiver on the part of the provisions of this SectionLandlord, or the acceptance of the transferee Transferee as a tenant, Tenant and no Transfer shall release Tenant of Tenant’s obligations under this Lease or a release alter the primary liability of Tenant from direct to pay Rent and primary liability for to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice of an Event of Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as there exists no Event of Default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of an Event of Default by any Transferee of Tenant or any successor of Tenant in the performance of all any of the covenants terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease. Notwithstanding anything Lease or sublettings or amendments or modifications to the contrary in the documents effecting the Transferthis Lease with assignees of Tenant, no Transfer shall alter in any manner whatsoever the terms of this Leasewithout notifying Tenant, to which any Transfer at all times shall be subject and subordinate. The breach by Tenant or any transferee successor of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstandingTenant, neither Tenant nor any transferee nor any other person having an interest in the possession, use, occupancy and without obtaining its or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), their consent thereto and any such purported lease, sublease, assignment, license, concession or other agreement actions shall be absolutely void and ineffective as a conveyance not relieve Tenant of any right or interest in the possession, use, occupancy or utilization of any part of the Premisesliability under this Lease.