Common use of Terms of Consent Clause in Contracts

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, things Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived waived, released or modified, and Tenant shall remain fully liable hereunder, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, and (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (diii) Tenant shall deliver to Landlord promptly after execution, execution an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, ; or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant an Event of Default shall Default and fail to cure within the time permitted for cure under Article 23(A)occur, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Event of Default is cured. If Tenant’s Transferee defaults under this Lease, Landlord may proceed directly against Tenant without pursuing remedies against the Transferee. Tenant agrees to defend, indemnify and hold harmless Landlord with respect to all costs (including reasonable attorneys’ and legal fees expended by Landlord in connection with) and liability for compensation claimed by any broker or agent in connection with any Transfer of Tenant’s interest under this Lease.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) unless otherwise agreed by Landlord, no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, statement setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the a Transfer Premium respecting any Transfer shall be is found understated, Tenant shall pay the deficiency within thirty (30) days after demand pay the deficiency, billing (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's ’s reasonable costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default and fail to beyond any applicable cure within the time permitted for cure period under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, statement setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the a Transfer Premium respecting any Transfer shall be is found understated, Tenant shall pay the deficiency within thirty (30) days after demand pay the deficiency, billing (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's ’s reasonable costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: Transfer (and does not exercise any recapture right pursuant to Section 7.7): (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseTerm, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, space unless expressly permitted hereunder; (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to LandlordTransfer, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Excess Rent Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the right at all reasonable times to audit provisions, covenants and conditions of this Lease on the books, records and papers part of Tenant relating thereafter to any Transferbe kept and performed. Each sublease shall be made subject to this Lease and all the terms, covenants and conditions of this Lease. No subtenant (other than Landlord) shall have the right to make copies thereof. If the further Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess its interest in the Subject Space without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The surrender of this Lease by any lawful meansTenant, or (ii) require that such subtenant attorn to a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall not work a merger and recognize Landlord shall, at the option of Landlord, terminate all or any existing subleases or operate as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly an assignment to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until of any or all such Default is curedsubleases.

Terms of Consent. If Landlord consents to a Transfer: Transfer (and does not exercise any recapture right pursuant to Section 7.7): (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseTerm, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, space unless expressly permitted hereunder; (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to LandlordTransfer, and (e) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Excess Rent Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the right at all reasonable times to audit provisions, covenants and conditions of this Lease on the books, records and papers part of Tenant relating thereafter to any Transferbe kept and performed. Each sublease shall be made subject to this Lease and all the terms, covenants and conditions of this Lease. No subtenant (other than Landlord) shall have the right to make copies thereoffurther Transfer its interest in the Subject Space. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions The surrender of this LeaseLease by Tenant, and if or a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall be terminated during not work a merger and shall, at the term option of Landlord, terminate all or any existing subleases or operate as an assignment to Landlord of any sublease, Landlord shall have the right to: (i) treat or all such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is curedsubleases.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including including, among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, ; (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, ; (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, ; (d) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, ; and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, Transfer and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this LeaseLease and, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default default and fail to cure within the time permitted for by cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord Lessor consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, TenantLessee's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant Lessee or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to TenantLessee, (d) Tenant Lessee shall deliver to Landlord Lessor promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to LandlordLessor, and (e) Tenant Lessee shall furnish upon LandlordLessor's request a complete statement, certified by an independent certified public accountant, or TenantLessee's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant Lessee has derived and shall derive from such Transfer. Landlord Lessor or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant Lessee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant Lessee shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant Lessee shall pay LandlordLessor's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord Lessor shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord Lessor as its landlord under any such sublease. If Tenant Lessee shall Default and fail to cure within the time permitted for cure under Article 23(A)cure, Landlord Lessor is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord Lessor (which Landlord Lessor shall apply towards TenantLessee's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modifiedmodified (and, as a condition to the effectiveness of any assignment of this Lease, the assignor shall, if Landlord or any Holder so requests, deliver to Landlord a guaranty evidencing such continuing liability), (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ed) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Otherwise, Landlord shall pay for such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, the original named Tenant's liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Following an Exempt Transfer or if Landlord consents (or is deemed to a have consented) to any other Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Premises or the Subject Space, as the case may be, shall in no way be deemed to have been waived waived, released or modified, (b) such any consent granted by Landlord shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee any subtenant shall succeed have the same rights and obligations with respect to any rights provided in an assignment of its sublease and/or under-subletting as Tenant has with respect to an assignment of this Lease and/or subletting, except to the extent that the sublease shall impose additional restrictions or any amendment hereto to extend the Term of this Leaseobligations, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, and (d) except as to any Exempt Transfer of a type with respect to which, under the above terms of this Article 20, no notice is required to be given to Landlord under this Article 20, Tenant shall deliver to Landlord promptly after executionexecution (but in no event later than thirty (30) days thereafter), an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease or license hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease or Tenant’s right to possession hereunder shall be terminated during the term of any subleasesublease or license, Landlord shall shall, subject to Paragraph 20(C) and any Recognition Agreement have the right to: (i) treat such sublease as cancelled subleases and licenses canceled and repossess the Subject Space subject space by any lawful means, or (ii) require that such subtenant or licensee attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under sublease or in connection with the Transfer directly to Landlord license (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.as

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability under this Lease, including without limitation its liability for the Subject SpaceLeased Premises, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (cand, if this Lease has been guaranteed to Landlord, such consent shall not be effective unless and until Landlord shall have received Guarantor's agreement (in form reasonably acceptable to Landlord) that its guarantee of this Lease remains in full force and effect,] (iii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend extend, terminate or renew the Term of this Lease, to expand or contract the Leased Premises, to lease other space or lease additional spaceto Transfer the Lease or the Leased Premises, any such rights being deemed personal to Tenantthe initial Tenant named herein (and being deemed to have been automatically rendered null and void upon any such Transfer), (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall may derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%, ) Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space Leased Premises by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord Lessor consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, TenantLessee's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant Lessee or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to TenantLessee, (d) Tenant Lessee shall deliver to Landlord Lessor promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to LandlordLessor, and (e) Tenant Lessee shall furnish upon LandlordLessor's request a complete statement, certified by an independent certified public accountant, or TenantLessee's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant Lessor /s/ GKJ Lessee /s/ MSB _______ _______ Lessee has derived and shall derive from such Transfer. Landlord Lessor or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant Lessee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant Lessee shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant Lessee shall pay LandlordLessor's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord Lessor shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord Lessor as its landlord under any such sublease. If Tenant Lessee shall Default and fail to cure within the time permitted for cure under Article 23(A)cure, Landlord Lessor is hereby irrevocably authorized, as Tenant's agent and attorney-attorney in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord Lessor (which Landlord Lessor shall apply towards TenantLessee's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseTerm, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. In addition, if Landlord or its authorized representatives shall have the right at all reasonable times consents to audit the books, records and papers of Tenant relating to any a Transfer, and shall have the right to make copies thereof. If but the Transfer Premium respecting any does not occur within ninety (90) days after Tenant’s Notice of Proposed Transfer, or if the terms of the proposed Transfer shall be found understatedmaterially change from those set forth in Tenant’s Notice of Proposed Transfer, Tenant shall within thirty (30) days after demand pay the deficiencysubmit a new Notice of Proposed Transfer, requesting Landlord’s consent, and if understated by more the Subject Space shall again be subject to Landlord’s rights under Section 11.5 above. Each Transferee under an assignment of this Lease, other than 2%Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant shall pay Landlord's costs of such auditto be kept and performed. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (iA) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (iiB) require that such the subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant an Event of Default shall Default and fail to cure within the time permitted for cure under Article 23(A)occur, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Event of Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief ’s financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to have been understated, Tenant shall pay the deficiency within thirty fifteen (3015) days after demand pay the deficiency, (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's ’s costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, Table of Contents authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, Lease shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed Transfer relating to any rights provided in this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any amendment hereto to extend the Term guarantor of this Lease from liability under this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2three percent (3%), Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right toeither: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful meansmeans provided that the document in which Landlord consented to such Transfer provides for such a right, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 23%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any an sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A22(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, things Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default default and fail to cure within the time permitted for cure under Article 23(A)23.01, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default default is cured.

Terms of Consent. If Landlord consents to a Transfer, or if Tenant makes a Transfer to an Affiliate: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, Lease shall in no way be deemed to have been waived or modified, (b) such consent (if required) shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenantthe original Tenant and its Affiliates, (d) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant from liability under this Lease, (e) except if Tenant makes a Transfer to an Affiliate, Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ef) except if Tenant makes a Transfer to an Affiliate, Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium profits Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting profits derived by Tenant from any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within In the time permitted for cure under Article 23(A)event of default, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (( which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) any Transfer shall be made only if, and shall not be effective until, the Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall assume the obligations of this Lease on the part of Tenant to be performed or observed, (b) the terms and conditions of this Lease, including among other things, Tenant's ’s (or any Transferee’s) liability for the Subject Space, shall in no way be deemed to have been waived or modifiedmodified and the original named Tenant (and any Transferee, as the case may be) shall remain fully liable for the payment of Rent and additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (bc) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (cd) except as otherwise provided in this Lease, no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend terminate this Lease prior to the Term of this LeaseExpiration Date, expand the Premises, or lease additional space, any such rights right being deemed personal to Tenant, (de) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord, and (ef) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(ASection 22(A), Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) any Transfer shall be made only if, and shall not be effective until, the terms Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (b) the terms, covenants and conditions of this Lease, including among other things, Tenant's ’s (or any Transferee’s) liability for the Subject Space, shall in no way be deemed to have been waived or modifiedmodified and the original named Tenant (and any Transferee, as the case may be) shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (bc) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (cd) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant and Tenant’s Permitted Transferees, (de) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord, and (ef) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives (provided such authorized representatives are not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit (and Landlord shall deliver the fee agreement or other similar evidence of such fee agreement to Tenant upon request)) shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%), Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default in the payment of Rent and fail to cure within the time permitted for cure under Article 23(ASection 20(A), Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such monetary Default is cured.

Terms of Consent. If Landlord consents to a Transfer, or if Tenant makes a Transfer to an Affiliate: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, Lease shall in no way be deemed to have been waived or modified, (b) such consent (if required) shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenantthe original Tenant and its Affiliates, (d) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant from liability under this Lease, (e) except if Tenant makes a Transfer to an Affiliate, Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ef) except if Tenant makes a Transfer to an Affiliate, Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium profits Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting profits derived by Tenant from any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within In the time permitted for cure under Article 23(A)event of default, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, ; (cb) no Transferee subtenant shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseTerm, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, ; and (dc) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by . Each Transferee under an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions assignment of this Lease, other than Landlord, must expressly assume all of the provisions, covenants and if conditions of this Lease shall on the part of Tenant to be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled kept and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleaseperformed. If an Event of Default occurs under this Lease, Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), hereby authorizes Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Event of Default is cured. Notwithstanding anything to the contrary contained herein and without limiting the rights of Tenant that may be transferred to any Transferee, Tenant’s rights to use the Parking Spaces under Article 30 and Tenant’s signage rights under Article 42 may be Transferred to an assignee or sublessee of the Premises. No Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, including, without limitation, in connection with the Subject Space.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenantintentionally omitted, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or TenantXxxxxx's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any TransferTransfer (except a Transfer in connection with a sale by Tenant of all or substantially all of its assets), and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to have been understated, Tenant shall pay the deficiency within thirty fifteen (3015) days after demand pay the deficiency, (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, Lease shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee Transferee, other than a Related Entity, shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of this Lease from liability under this Lease, (e) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ef) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any TransferTransfer Premium, and shall have the right right, at Landlord's expense, to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2three percent (3%), Tenant shall pay Landlord's actual, out-of-pocket costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: , (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modifiedwaived, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to TenantTenant (except in the event of an Affiliate Transfer-as defined herein), (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ed) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives upon prior notice shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 23%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, unless otherwise expressly agreed upon in writing by Landlord, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, unless otherwise expressly agreed upon in writing by Landlord, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) if there is a Transfer Premium, Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times (e.g., during normal business hours and limited to a reasonable number of times per year based on the number of Transfers during such year) to audit the books, records and papers of Tenant and any Transferee relating to any TransferTransfer for purposes of determining the Transfer Premium, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to have been understated, Tenant shall pay the deficiency within thirty fifteen (3015) days after demand pay the deficiency, (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default under this Lease (and fail to cure within beyond the time permitted for applicable cure under Article 23(Aperiod), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for (or the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, Lease and if this Lease shall be terminated during the term of any sublease, . Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, means or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer or, in connection with any Transfer to an Affiliate of Tenant, is deemed to have consented to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, Lease shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed Transfer relating to any rights provided in this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any amendment hereto to extend the Term guarantor of this Lease from liability under this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) unless the proposed Transferee is an Affiliate, if the proposed Transfer is pursuant to a sublease or similar occupancy agreement for the Premises, Tenant shall deliver to Landlord promptly after execution, execution an original executed copy of the agreement effecting such Transfer, which agreement shall in all documentation pertaining to events provide that the Transfer in form reasonably acceptable to LandlordTransferee thereunder assumes all duties and obligations of the "tenant" hereunder from and after the effective date of such Transfer, and (e) unless the proposed Transferee is an Affiliate, if the proposed Transfer is pursuant to a sublease or similar occupancy agreement for the Premises, Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officerofficer or a partner or owner of Tenant, setting forth in detail the computation of any Transfer Premium profits Tenant has derived and shall derive from or otherwise allocated to such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within In the time permitted for cure under Article 23(A)event of monetary default, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand or contract the Premises, or lease additional other space, any such rights being deemed personal to Tenantthe initial Tenant named herein (and being deemed to have been automatically revoked and deleted upon any such Transfer), (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%, ) Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: Transfer (a) the terms and conditions of this Lease, including among other things, things Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountantCertified Public Accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records records, and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, and (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2three percent (3%, ) Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer, as some of the conditions to the effectiveness thereof: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, and (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any subleasesublease for any reason, Landlord shall have the right right, in its sole discretion, to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall be in Default and fail to cure within the time permitted for cure under hereunder, as described in Paragraph (A) of Article 23(A)20, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to to, and may (but shall not be obligated to), direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured. Regardless of Landlord's consent, no Transfer shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. 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 to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any assignee or successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of the Lease 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 such action shall not relieve Tenant or any successor of Tenant of liability under this Lease.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times upon no less than forty eight (48) hours prior written notice to cause its independent certified public accountant to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereofthereof except to the extent prohibited by applicable securities laws. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2ten percent (10%, ) Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit an Event of Default under this Lease and fail to cure within such Event of Default is not cured during the time permitted for cure under Article 23(A)period specified herein, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-inattorney­-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, and Rental with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (c) no Transferee (other than a Permitted Transferee as may be expressly permitted hereunder) shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseLease Term, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to LandlordTransfer, and (e) Tenant shall furnish upon Landlord's ’s request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. In addition, if Landlord or its authorized representatives shall have the right at all reasonable times consents to audit the books, records and papers of Tenant relating to any a Transfer, and shall have but the right to make copies thereof. If terms of the proposed Transfer Premium respecting any Transfer shall be found understatedmaterially change from those set forth in Tenant’s Notice of Proposed Transfer, Tenant shall within thirty (30) days after demand pay the deficiencysubmit a new Notice of Proposed Transfer, requesting Landlord’s consent, and if understated by more the Subject Space shall again be subject to Landlord’s rights under Paragraph 12.5. Each Transferee under an assignment of this Lease, other than 2%Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant shall pay Landlord's costs of such auditthereafter to be kept and performed. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i1) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii2) require that such the subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default default and fail to cure within the time permitted for cure under Article 23(A)Paragraph 18.1, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseLease Term, expand or contract the Demised Premises, or lease additional other space, any such rights being deemed personal to Tenantthe initial Tenant named herein (and being deemed to have been automatically revoked and deleted upon any such Transfer), (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2three percent (3%, ) Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such Termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A22(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, and Rental with respect thereto, shall in no way be deemed to have been released, waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy originals of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. In addition, if Landlord or its authorized representatives shall have the right at all reasonable times consents to audit the books, records and papers of Tenant relating to any a Transfer, and shall have but the right to make copies thereof. If terms of the proposed Transfer Premium respecting any Transfer shall be found understatedmaterially change from those set forth in Tenant's Notice of Proposed Transfer, Tenant shall within thirty (30) days after demand pay the deficiencysubmit a new Notice of Proposed Transfer, requesting Landlord's consent, and if understated by more than 2%, Tenant the Subject Space shall pay again be subject to Landlord's costs rights under Paragraph 12(e). Each Transferee under an assignment of such auditthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i1) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii2) require that such the subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default default in any monetary obligation under this Lease and fail to cure such default within the time permitted for cure under Article 23(AParagraph 18(a), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default default is cured.

Terms of Consent. If Except as provided below with regard to the Named Assignee, if Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A)Section 23.1, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%, ) Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, and fail to such Default remains uncured after the expiration of notice and cure within the time permitted for cure under Article 23(A)periods, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to have been understated, Tenant shall pay the deficiency within thirty fifteen (3015) days after demand pay the deficiency, (and if understated by more than 2five percent (5%), Tenant shall pay include with such payment Landlord's costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) require that such subtenant attorn to and recognize Landlord as its landlord under any such subleasesublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards toward Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents consent to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer Transfer' in form reasonably acceptable to Landlord, and (ed) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. , Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, Transfer and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default default and fail to cure within the time permitted for cure under Article 23(A), Landlord is Is hereby irrevocably Irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in In connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a the Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this LeaseTerm, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. In addition, if Landlord or its authorized representatives shall have the right at all reasonable times consents to audit the books, records and papers of Tenant relating to any a Transfer, and shall have the right to make copies thereof. If but the Transfer Premium respecting any does not occur within ninety (90) days after Tenant's Notice of Proposed Transfer, or if the terms of the proposed Transfer shall be found understatedmaterially change from those set forth in Tenant's Notice of Proposed Transfer, Tenant shall within thirty (30) days after demand pay the deficiencysubmit a new Notice of Proposed Transfer, requesting Landlord's consent, and if understated by more than 2%, Tenant the Subject Space shall pay again be subject to Landlord's costs rights under Section 11.5 above. Each Transferee under an assignment of such auditthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (iA) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (iiB) require that such the subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant an Event of Default shall Default and fail to cure within the time permitted for cure under Article 23(A)occur, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Event of Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (a) any Transfer shall be made only if, and shall not be effective until, the terms Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (b) the terms, covenants and conditions of this Lease, including among other things, Tenant's (or any Transferee's) liability for the Subject Space, shall in no way be deemed to have been waived or modifiedmodified and the original named Tenant (and any Transferee, as the case may be) shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (bc) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (cd) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (de) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord, and (ef) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.or

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%, ) Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, things Tenant's liability for the Subject SpaceSpace and the purposes for which the Premises may be used under Article 1, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ed) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, accountant or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty ten (3010) days after demand pay the deficiency, and if understated by more than 25%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A)18, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, authorized to direct any Transferee to make all payments under or in connection with the such Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this LeaseSublease, including among other things, TenantSubtenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant Subtenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease Sublease or any amendment hereto to extend the Term of this LeaseSublease, expand the Premises, or lease additional other space, any such rights being deemed personal to Tenantthe initial Subtenant, (div) Tenant Subtenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant Subtenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or TenantSubtenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant that Subtenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant Subtenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant Subtenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%, Tenant ) Subtenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this LeaseSublease, and if this Lease Sublease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant Subtenant shall commit a Default and fail to cure within under this Sublease, then, during the time permitted for cure under Article 23(A)continuation of such Default, Landlord is hereby irrevocably authorized, as TenantSubtenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards TenantSubtenant's obligations under this Lease) until such Default is curedSublease).

Terms of Consent. If Landlord consents to a Transfer: (a) any Transfer shall be made only if, and shall not be effective until, the terms Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (b) the terms, covenants and conditions of this Lease, including among other things, Tenant's (or any Transferee's) liability for the Subject Space, shall in no way be deemed to have been waived or modifiedmodified and the original named Tenant (and any Transferee, as the case may be) shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (bc) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (cd) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (de) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord, and (ef) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%), Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(ASection 20(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents consent to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer Transfer' in form reasonably acceptable to Landlord, and (ed) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, . or lease additional other space, any such rights being deemed personal to the initial Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%, ) Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of or this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, fact to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, and (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's ’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject SpacePremises, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as is its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A)Section 23, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a TransferTransfer effected under Paragraph 21(B) above: (a) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Premises or the Subject Space, shall in no way be deemed to have been waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee any assignee (but not any subtenant other than as provided in Paragraph 21(C)) shall succeed to any all rights provided to Tenant in this Lease or any amendment hereto Lease, including, without limitation, the right to extend the Term of this Lease, to expand the Premises, or to lease additional space, (d) any such subtenant shall have the same rights being deemed personal and obligations with respect to Tenantan assignment of its sublease and/or undersubletting as Tenant has with respect to an assignment of this Lease and/or subletting, except to the extent that the sublease shall impose additional restrictions or obligations, (de) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlordsuch Transfer, and (ef) Tenant shall furnish upon Landlord's request in respect of each calendar year all or any part of which falls within the term of such sublease other than a sublease under Paragraph 21(C), a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officerauthorized employee of Tenant with knowledge of the relevant facts, setting forth in detail the computation of any Transfer Premium profit derived by Tenant has derived and shall derive during such calendar year from such Transfer. Such statement for any such calendar year shall be furnished no later than 60 days after Tenant’s receives Landlord’s Statement under Paragraph 3(C)(iii) for such calendar year. Landlord or its authorized representatives representative shall have the right at all reasonable times to audit the books, records records, and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium profit respecting any Transfer shall be found to have been understated, Tenant shall Tenant, within thirty (30) days after demand demand, shall pay the deficiency, and if understated by more than 25%, Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall is in monetary or material non-monetary Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured.

Terms of Consent. If Landlord consents to a Transfer: (ai) the terms and conditions of this Lease, including among other things, Tenant's ’s liability for the Subject Space, shall in no way be deemed to have been waived or modified, (bii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (ciii) no Transferee Transferee, other than an Affiliate, shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional other space, any such rights being deemed personal to the initial Tenant, (div) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer substantially in the form reasonably acceptable previously submitted to Landlordand approved by Landlord under Section 13.A(c) above, and (ev) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's ’s chief financial officer, setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2five percent (5%, ) Tenant shall pay Landlord's ’s costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (ia) treat deem such sublease as cancelled merged and canceled and repossess the Subject Space by any lawful means, or (iib) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall commit a Default and fail to cure within the time permitted for cure under Article 23(A)this Lease, so long as Default remains uncured, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's ’s obligations under this Lease) until such Default is cured).

Terms of Consent. If Landlord consents to a Transfer, as some of the conditions to the effectiveness thereof: (a) the terms and conditions of this Lease, including among other things, Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or May 7, 1999 modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, or lease additional space, any such rights being deemed personal to Tenant, and (d) Tenant shall deliver to Landlord promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than 2%, Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any subleasesublease for any reason, Landlord shall have the right right, in its sole discretion, to: (i) treat such sublease as cancelled canceled and repossess the Subject Space by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall be in Default and fail to cure within the time permitted for cure under hereunder, as described in Paragraph (A) of Article 23(A)20, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to to, and may (but shall not be obligated to), direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured. Regardless of Landlord's consent, no Transfer shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. 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 to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any assignee or successor of Tenant in the performance of any of the terms hereof Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of the Lease or amendments or modifications to this Lease with assignees of Tenant, without noticing Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease.