Common use of Effect of Transfer Clause in Contracts

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer, (a) no terms or assignmentconditions of this Lease shall be deemed to have been waived or modified; (b) such consent shall not be deemed consent to any further Transfer; (c) no Transfer shall be valid, even with and no Transferee shall take possession of the consent Premises, until an executed counterpart of all documentation pertaining to the Transfer has been delivered to Landlord, ; and (d) no Transfer shall relieve Tenant, Tenant or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations Guarantor from primary liability under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations The acceptance of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared Rent by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person party shall not be deemed to be a waiver by of Landlord of any provision hereof. In the event of Default by a Transferee in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease by Transferees without notifying Tenant, and without obtaining its consent thereto, and any such actions shall not relieve Tenant of liability under this Lease and Tenant hereby consents to all or to be any of the foregoing. Any Transfer for which Landlord’s consent is required but not obtained pursuant hereto shall constitute a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights Default under this Lease. In addition to the foregoingLease and shall be void and, no change if such Transfer results in the status insolvency of Tenant or any party jointly and severally liable with and/or Tenant is unable to pay its debts (including the Rent due hereunder) as aforesaid (e.g.such debts become due, by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for then the obligations of Tenant, including any Tenant under this Lease shall be personal liabilities of the owners of the ownership interests in Tenant and Landlord shall have the right to look to such owners for the performance of all of the Tenant obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in under this Lease as if such owners had personally guaranteed this Lease.

Effect of Transfer. (a) No subletting consent of Landlord to a Transfer shall be effective unless given in writing and executed by Landlord. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord’s consent to any subsequent or assignmentother Transfer. (b) In the event of any Transfer or any consent by Landlord to any Transfer, even Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. (c) Tenant hereby consents to any further: (i) Transfers of this Lease; (ii) amendments of this Lease which may be made between the Transferee and Landlord (“Amendments”); (iii) Alterations which may be made by the Transferee in accordance with the applicable provisions of this Lease; without the further consent or agreement of LandlordTenant. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such further Transfers or any Amendments or Alterations, to the extent of what would have been Tenant’s obligations pursuant hereto had such Transfers, Amendments or Alterations not been made. Tenant’s obligations pursuant hereto shall relieve not be increased as a result of any such Transfers, Amendments or Alterations and Landlord agrees to provide to Tenant a copy of any such Transfers or Amendments and notice of any such Alterations. (d) If any Transferee extends or renews this Lease pursuant to any right or option or other opportunity afforded hereunder to Tenant, or if any successor-in-interest Transferee leases other premises pursuant to Tenant hereunderany right or option or other opportunity afforded hereunder to Tenant, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, each Transferor shall be deemed liable for all of the obligations of Tenant resulting from the exercise thereof throughout the Term as renewed or extended. (e) Every Transferee shall be obliged to assume comply with all of the obligations of Tenant under this Lease and Lease. Tenant shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of enforce all of Tenant’s obligations, under this Leasesuch obligations against each Transferee. Such joint and several liability Any default of any Transferee shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements also constitute a default of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under hereunder. (f) Tenant agrees that if this Lease from any other person shall not be deemed to be is ever disclaimed, repudiated or terminated by or on behalf of a waiver by Landlord of any provision of this Lease or to be a consent Transferee pursuant to any transfer. Consent by Landlord to one bankruptcy, insolvency, winding-up or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenantother creditors’ proceeding, including any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or if Landlord terminates this Lease as a result of any act or default of any Transferee, Tenant shall nonetheless remain responsible for fulfilment of all obligations that may be incurred by of Tenant after hereunder for what would have been the status change by exercise balance of the Term but for such disclaimer, repudiation or termination and shall, upon Landlord’s request, enter into a pre-existing right new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease, subject to such written amendments thereto to which Tenant and Landlord had agreed at any time prior to such disclaimer, repudiation or termination, and with the exception that Tenant will accept the Premises in “as is” condition.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of all rent, additional rent or other consideration payable by such transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Leased Premises is transferred, after deducting all reasonable expenses actually incurred by Tenant in connection therewith for (i) any changes, alterations and improvements to the Leased Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the Transfer, and (iii) any legal fees incurred in connection with the Transfer. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmlessincluding without limitation, as provided in its obligations under Section 10.3, for any act or omission by an 10.3 of this Lease with regard to such assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. (a) No subletting or assignment, even with the consent of Landlord, Landlord to a Transfer shall relieve Tenant, be effective unless given in writing and executed by Landlord under seal and no such consent shall be deemed or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for presumed by any act or omission of Landlord or by an assignee Landlord's failure to respond to any request for consent or subtenant. Each assignee, by Landlord's accepting any payment of any amount payable hereunder from any party other than LandlordTenant. Without limiting the generality of the foregoing, shall be deemed Landlord may collect rent and any other amounts from any Transferee and apply the net amount collected to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, Rent and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The collection or acceptance by Landlord of any payment due under this Lease from any other person Rent shall not be deemed to be a waiver by Landlord of any provision Landlord's rights under this section nor an acceptance of this Lease or to be a consent to any transfer. Consent by Landlord to one such Transfer or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord release of its rights any of Tenant's obligations under this Lease. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord's consent to any subsequent or other Transfer. (b) In addition the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the initial Term. Tenant hereby consents to any amendments of this Lease which may be made between the Transferee and Landlord without the further consent or agreement of Tenant ("Amendments") and Tenant also consents to all Alterations as referred to in Section 10.02 above) after any such Transfer. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such Amendments or Alterations, to the foregoing, no change in the status extent of Tenant what would have been Tenant's obligations pursuant hereto had such Amendments or any party jointly and severally liable Alterations not been made. (c) Every Transferee shall be obliged to comply with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability all of any person or entity for the obligations of Tenant, including Tenant under this Lease. Tenant shall enforce all of such obligations against each Transferee. Any default of any obligations Transferee shall also constitute a default of Tenant hereunder. (d) Tenant agrees that may be incurred if this Lease is ever disclaimed or terminated by Tenant after the status change by exercise a trustee in bankruptcy of a pre-existing Transferee or, if Landlord terminates this Lease as a result of the bankruptcy, insolvency or any act or default of any Transferee, Tenant shall, upon Landlord's request, enter into a new lease of the Premises on the identical terms hereof subject to such amendments hereto which had been agreed upon prior to such disclaimer or termination, with the exception that the length of the term of such new lease shall commence on the date upon which Landlord exercises its right to require Tenant to enter into such new lease and shall expire on the date upon which the initial Term would have expired but for such disclaimer or termination by such trustee in this Leasebankruptcy or such termination by Landlord, and with the exception that Tenant will accept the Premises on an "as is" condition, as of such date upon which Landlord exercises its right to require Tenant to enter into such new lease.

Effect of Transfer. No subletting Neither the foreclosure of any Leasehold Mortgage (whether by judicial proceedings or assignmentby virtue of any power of sale contained in the Leasehold Mortgage), even with nor any conveyance of the leasehold estate created by this Lease by Tenant to any Leasehold Mortgagee or its designee by an assignment or by a deed in lieu of foreclosure or other similar instrument shall require the consent of Landlord, shall relieve TenantLandlord under, or any successor-in-interest to Tenant hereunderconstitute a default under, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for upon such foreclosure, sale or conveyance, Landlord shall recognize the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged purchaser or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing other transferee in connection therewith as the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition the event that Leasehold Mortgagee shall succeed to the foregoinginterest of Tenant under the Lease, no change whether by foreclosure or assignment in lieu of foreclosure, or in the status event that Leasehold Mortgagee shall enter into a New Lease with Landlord in accordance with Section 25 above, then Leasehold Mortgagee shall have the right to assign without the consent of Landlord its interest under the Lease or such New Lease to another party notwithstanding any contrary provision contained in the Lease or the New Lease. Upon the assignment of the Lease or New Lease by Leasehold Mortgagee, and the assumption by the assignee of the obligations of Leasehold Mortgagee under the Lease or New Lease, as the case may be, Leasehold Mortgagee shall have no further obligations or liability with respect to the Lease or New Lease, notwithstanding any contrary provision set forth in the Lease. Any assignee of Leasehold Mortgagee shall be entitled to all of the rights, privileges and benefits of Tenant or any party jointly and severally liable with New Tenant provided under the Lease or the New Lease, as aforesaid (e.g.the case may be, by conversion to a including, but not limited liability company or partnership) shall serve to abrogate the liability to, application of any person advance rents or entity for deposits held by Landlord to obligations under the Lease or New Lease, and such assignee shall be subject to all obligations of Tenantunder the Lease or New Lease, including any obligations that as the case may be incurred by Tenant be. Whether before or after the status change by exercise of a pre-existing right an Assumption as defined in Section 25 above, nothing in this LeaseLease shall constitute a release of Tenant of any obligation.

Effect of Transfer. (a) No subletting consent of Landlord to a Transfer shall be effective unless given in writing and executed by Landlord. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord's consent to any subsequent or assignmentother Transfer. (b) In the event of any Transfer or any consent by Landlord to any Transfer, even Tenant shall not thereby be released from any of its obligations hereunder; Tenant shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. (c) Tenant hereby consents to any further: (i) Transfers of this Lease; (ii) amendments of this Lease which may be made between the Transferee and Landlord ("Amendments"); (iii) Alterations which may be made by the Transferee in accordance with the applicable provisions of this Lease; without the further consent or agreement of LandlordTenant. Tenant will continue to be bound by all of its obligations pursuant hereto notwithstanding any such further Transfers or any Amendments or Alterations, to the extent of what would have been Tenant's obligations pursuant hereto had such Transfers, Amendments or Alterations not been made. Tenant's obligations pursuant hereto shall relieve not be increased as a result of any such Transfers, Amendments or Alterations and Landlord agrees to provide to Tenant, upon receipt of written request therefor, a copy of any such Transfers or Amendments and notice of any such Alterations. (d) If any Transferee extends or renews this Lease pursuant to any right or option or other opportunity afforded hereunder to Tenant, or if any successor-in-interest Transferee leases other premises pursuant to Tenant hereunder, of its obligation any right or option or other opportunity afforded hereunder to pay rent and to perform all its other obligations under this Lease. MoreoverTenant, Tenant shall indemnify be jointly and hold Landlord harmless, severally liable with such Transferee for all of the obligations of Tenant resulting from the exercise thereof throughout the Term as provided in Section 10.3, for any act renewed or omission by an assignee or subtenant. Each assignee, other than Landlord, extended. (e) Every Transferee shall be deemed obliged to assume comply with all of the obligations of Tenant under this Lease and shall be liable jointly and severally with Lease. Tenant for the payment of all rent, and for the due performance of will enforce all of Tenant’s obligations, under this Leasesuch obligations against each Transferee. Such joint and several liability Any Event of Default of any Transferee shall not be discharged or impaired by any subsequent modification or extension also constitute an Event of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements Default of Tenant as set forth in Exhibit D and evidence thereof hereunder. (f) Tenant agrees that if this ease is delivered to Landlord. The acceptance ever disclaimed, repudiated or terminated by Landlord or on behalf of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent Transferee pursuant to any transfer. Consent by Landlord to one bankruptcy, insolvency, winding-up or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenantother creditors' proceeding, including any proceeding under the Bankruptcy and Insolvency Act (Canada) or .the Companies' Creditors Arrangement Act (Canada), or if Landlord terminates this Lease as a result of any act or Event of Default of any Transferee, Tenant will nonetheless remain responsible for fulfilment of all obligations that may be incurred by of Tenant after hereunder for what would have been the status change by exercise balance of the Term but for such disclaimer, repudiation or termination and shall, upon Landlord's request, enter into a pre-existing right new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease, subject to such written amendments thereto to which Tenant and Landlord had agreed at any time prior to such disclaimer, repudiation or termination, and with the exception that Tenant will accept the Premises in "as is" condition.

Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in section 21. 7, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent ( 50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with Tenant's payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant's obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord's election, attorn directly to Landlord in the event Tenant's Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or assignmentmodified, even (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) 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, (iv) 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, and (v) no Transfer relating to this Lease or agreement entered into with the consent of respect thereto, whether with or without Landlord's consent, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations from liability under this Lease. MoreoverLandlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) timer per calendar year) to audit the books, records and papers of Tenant relating to any Transfer, PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] 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, in addition, if understated by more than (a) two percent (2%), Tenant shall indemnify pay Landlord's cost of such audit within thirty (30) days after demand, and hold (b) ten percent (10%), Landlord harmless, as provided shall be entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the Transfer Premium had been accurately determined in Section 10.3, the first place to the date Tenant pays to Landlord in full such understated amounts; Landlord's rights pursuant to the immediately preceding sentence shall constitute Landlord's sole remedy for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all understatement of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change Transfer Premium (in the status absence of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., fraud by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease).

Effect of Transfer. No subletting If Landlord consents to a Transfer, a) no terms or assignmentconditions of this Lease shall be deemed to have been waived or modified; b) such consent shall not be deemed consent to any further Transfer; c) no Transfer shall be valid, even with and no Transferee shall take possession of the consent Premises, until an executed counterpart of all documentation pertaining to the Transfer has been delivered to Landlord, ; and d) no Transfer shall relieve Tenant, Tenant or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations Guarantor from primary liability under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations The acceptance of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared Rent by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person party shall not be deemed to be a waiver by of Landlord of any provision hereof. In the event of this Default by a Transferee in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to be a the Lease by Transferees without notifying Tenant, and without obtaining its consent to thereto, and any transfer. Consent by Landlord to one or more transfers such actions shall not operate as a waiver or estoppel to the future enforcement by Landlord relieve Tenant of its rights liability under this Lease. In addition to the foregoingAny Transfer for which Landlord’s consent is required but not obtained pursuant hereto shall constitute a Default under this Lease and shall be void and, no change if such Transfer results in the status insolvency of Tenant or any party jointly and severally liable with and/or Tenant is unable to pay its debts (including the Rent due hereunder) as aforesaid (e.g.such debts become due, by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for then the obligations of Tenant, including any Tenant under this Lease shall be personal liabilities of the owners of the ownership interests in Tenant and Landlord shall have the right to look to such owners for the performance of all of the Tenant obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in under this Lease as if such owners had personally guaranteed this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of all rent, additional rent or other consideration payable by such transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Leased Premises is transferred, after deducting all reasonable expenses actually incurred by Tenant in connection therewith for (i) improvements to the Leased Premises made and paid for by Tenant in connection with the Transfer, (ii) reasonable brokerage commissions in connection with the Transfer paid by Tenant to unaffiliated third party licensed real estate brokers, and (iii) reasonable legal fees incurred in connection with the Transfer. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. (a) No subletting or assignment, even with the consent of Landlord, Landlord to a Transfer shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent be effective unless given in writing and to perform all its other obligations under this Lease. Moreover, Tenant executed by Landlord and no such consent shall indemnify and hold Landlord harmless, as provided in Section 10.3, for be presumed by any act or omission of Landlord or by an assignee ▇▇▇▇▇▇▇▇’s failure to respond to any request for consent or subtenant. Each assignee, by ▇▇▇▇▇▇▇▇’s accepting any payment of any amount payable hereunder from any party other than ▇▇▇▇▇▇. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord’s consent to any subsequent or other Transfer. (b) In the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. If this Lease is renewed or extended by any Transferee or if any Transferee exercises a right to lease additional premises, pursuant to any right of Tenant contained in this Lease, each Transferor shall be deemed liable for all of the obligations of Tenant throughout the Term as renewed or extended. (c) Every Transferee shall be obliged to assume comply with all of the obligations of Tenant under this Lease, and any default of any Transferee shall also constitute a default of Tenant hereunder. If this Lease is ever disclaimed, repudiated or terminated by or on behalf of a Transferee pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceeding, including, without limitation, any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or if this Lease is ever terminated by Landlord as a result of any act or default of any Transferee, Tenant shall nevertheless remain responsible for fulfilment of all obligations of Tenant hereunder for what would have been the balance of the Term but for such disclaimer, repudiation or termination, and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenantupon Landlord’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all request enter into a new lease of the insurance requirements Premises for such balance of Tenant the Term and otherwise on the same terms and conditions as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant▇▇▇▇▇▇, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer to other than a Tenant Affiliate shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord ▇▇▇▇▇▇▇▇ and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, 's obligations under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease; provided that no subsequent modification shall increase the financial liability of a prior transferor unless such modification either memorializes the exercise of an option existing at the time of the transfer or is otherwise agreed to in writing by the transferor. No transfer shall be binding on a Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Premises transferred is less than the entire Premises. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. If Landlord consents to a Transfer the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Except in the event of an assignment or sublease to an Affiliated Transferee Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like, less reasonable leasing commissions, legal fees, advertising fees, the reasonable cost to Tenant of any Building-standard improvements paid for by Tenant in connection with such assignment or sublease, over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Premises transferred is less than the entire Premises. The amount so derived shall be paid with Tenant's payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, hereunder except as provided in Section 10.3, for any act or omission otherwise expressly permitted by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant's obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord's election, attorn directly to Landlord in the event Tenant's Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of LandlordLandlord or to a Tenant Affiliate, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act negligence or omission willful misconduct by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to LandlordLandlord and, except for a transfer to a Tenant Affiliate, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing preexisting right in this Lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. subtenant Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently Independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer and does not elect to recapture as provided in Section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of all rent, additional rent or other consideration received from such transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting all reasonable expenses actually incurred by Tenant in connection therewith for (i) improvements to the Premises made and paid for by Tenant in connection with the Transfer, (ii) reasonable brokerage commissions in connection with the Transfer paid by Tenant to unaffiliated third party licensed real estate brokers, (iii) reasonable legal fees incurred in connection with the Transfer, and (iv) any fees or charges paid to Landlord in connection with the request for consent to Transfer. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form reasonably satisfactory to Landlord which provides that (i) the assignee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Premises transferred is less than the entire Premises, after deducting the reasonable and customary costs incurred and paid by Tenant for leasing commissions and legal fees for such Transfer and for improvement costs for improvements affixed to the portion of the Premises that is being sublet to such Transferee. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting If Landlord consents to a Transfer, all of the following shall apply: 15.6.1 Landlord’s consent shall be evidenced by execution of a commercially reasonable form of consent to assignment or consent to sublease, as the case may be, by Tenant, Transferee and Landlord. 15.6.2 The terms and conditions of this Lease shall in no way be deemed to have been waived or modified. 15.6.3 Landlord’s consent to such Transfer shall not be deemed consent to any further Transfer by either Tenant or Transferee. 15.6.4 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. 15.6.5 In the case of an assignment, even with Transferee shall unconditionally assume in a written agreement for the consent benefit of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under have assumed, this Lease Lease, and shall be liable jointly and severally liable with Tenant for the payment of all rent, payments and for the due performance of all terms, covenants and conditions herein contained which are required to be paid and performed by Tenant. 15.6.6 Tenant shall furnish, upon Landlord’s request, but not more than once per calendar year with respect to any Transfer, a complete statement, certified by Tenant, setting forth in detail the computation of any Transfer Premium which Tenant has derived or expects to derive from such Transfer. 15.6.7 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 any liability under this Lease, including, without limitation, in connection with the Transfer Space. 15.6.8 No Transfer shall be effective unless: (a) any guarantor of this Lease, or of any of the obligations of Tenant hereunder, consents to such Transfer and agrees in writing with Landlord that such Transfer shall not affect such guarantor’s liability under its guaranty; and (b) any letter of credit required to be maintained by Tenant under this Lease is replaced or amended to reflect the Transfer, in a form reasonably satisfactory to Landlord. 15.6.9 With respect to a sublease, no such sublease shall be for a term ending later than one (1) day prior to the Lease Expiration Date. 15.6.10 No Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment, as the case may be, has been delivered to Landlord and approved by Landlord. 15.6.11 If an Event of Default occurs prior to the effective date of such Transfer, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant, and if such Transfer would have been permitted without Landlord’s consent pursuant to Paragraph 15.9 below, such permission shall be void and without force and effect and, in either such case, any such Transfer shall constitute a further Event of Default hereunder. 15.6.12 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 (provided Tenant is reimbursed for the cost of such copies), provided that: (a) such right shall not be exercised more than once during any calendar year with respect to any particular Transfer; (b) if Landlord elects to conduct such an audit, Landlord shall provide Tenant with written notice thereof (“Landlord’s Audit Notice”) no later than six (6) months after the expiration or earlier termination of the term of the applicable Transfer; (c) Landlord shall have no right to conduct such an audit if Landlord is in default under this Lease; (d) Landlord’s right to conduct such audit shall expire six (6) months after the expiration or earlier termination of the term of the applicable Transfer, and if Tenant has not received Landlord’s Audit Notice within the applicable period, Landlord shall have waived its right to conduct such an audit with respect to the applicable Transfer; (e) Landlord’s audit shall be conducted by an auditor whose compensation is not contingent upon the results of such audit or the amount of any Transfer Premium received by Landlord, and who is not employed by or otherwise affiliated with Landlord, except to the extent that such auditor has been engaged by Landlord to conduct such audit; (f) Landlord’s audit shall be conducted at Tenant’s obligationsoffice where the books, records and papers in question are maintained by Tenant (which shall be within the continental United States), during Tenant’s normal business hours; (g) Landlord’s audit shall be completed within ninety (90) days after the date of Landlord’s Audit Notice, and a complete copy of the results thereof shall be delivered to Tenant within one hundred twenty (120) days after the date of Landlord’s Audit Notice; and (h) Landlord’s audit shall be conducted at Landlord’s sole cost and expense (except as set forth in Paragraph 15.4.5 of this Lease). 15.6.13 Any Transfer which is a sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and Tenant and each Transferee shall be deemed to have agreed that, upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect, and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be: (a) liable for any previous act or omission of Tenant under such sublease; (b) subject to any counterclaim, offset or defense not expressly provided in such sublease which theretofore accrued to such Transferee against Tenant; (c) bound either by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent; (d) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such security deposit and such Transferee shall be entitled to the return of all or any portion of such security deposit under the terms of its sublease; or (e) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the Transfer Space or the Building, or in any way to prepare the Transfer Space for occupancy, beyond Landlord’s obligations under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension The provisions of this Lease. No transfer Paragraph 15.6.13 shall be binding on Landlord unless any document memorializing self-operative, and no further instrument shall be required to give effect to this provision, provided that the transfer is delivered to Landlord, both the assignee/subtenant Transferee shall execute and Tenant deliver to Landlord an executed consent any instruments Landlord may reasonably request to transfer instrument prepared by Landlord evidence and consistent with the requirements of this Article, confirm such subordination and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Leaseattornment.

Effect of Transfer. If Lessor consents to a Transfer, (or if a Transfer occurs without Lessor's consent in accordance with Section 25.4(b)), the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Lessee by this Lease and each and every right, remedy or benefit afforded Lessor by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Lessee shall pay to Lessor on a monthly basis, one hundred percent (100%) of the excess of any sums of money, or other economic consideration received by Lessee from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate, of (i) the amortized portion of the reasonable expenses actually paid by Lessee to unrelated third parties for brokerage commissions, tenant improvements to the Leased Premises, or design fees incurred as a direct consequence of the Transfer, and, (ii) the total sums which Lessee pays Lessor under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with ▇▇▇▇▇▇'s payment of Minimum Rent. The term "amortized portion" is that portion of the applicable expenses derived by dividing such expenses by the number of months in the original term of the Transfer transaction. (c) No subletting Transfer, whether or assignment, even with the not consent of Landlord▇▇▇▇▇▇ is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, ▇▇▇▇▇▇ of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission to be performed by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to LandlordLessee hereunder. The acceptance of rent by Landlord of any payment due under this Lease Lessor from any other person shall not be deemed to be a waiver by Landlord Lessor of any provision of this Lease or to be a consent to any transfer. Consent by Landlord Transfer of the Leased Premises. (d) If Lessor consents to one or more transfers a sublease, such sublease shall not operate as extend beyond the expiration of the Term. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, within ten (10) days after the execution of the documentary evidence thereof, ▇▇▇▇▇▇ shall deliver to Lessor a waiver or estoppel duly executed duplicate original 41. of the Transfer instrument in form satisfactory to Lessor which provides that (i) the future enforcement by Landlord transferee assumes Lessee's obligations for the payment of its rights under this Lease. In addition rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Lessor's election, attorn directly to the foregoing, no change Lessor in the status event Lessee's Lease is terminated for any reason on the terms set forth in the instrument of Tenant or any party jointly transfer and severally liable with Tenant (iii) such instrument of transfer contains such other assurances as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this LeaseLessor reasonably deems necessary.

Effect of Transfer. (a) No subletting consent of Landlord to a Transfer shall be effective unless given in writing and executed by Landlord. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord's consent to any subsequent or assignmentother Transfer. (b) In the event of any Transfer or any consent by Landlord to any Transfer, even Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. (c) Tenant hereby consents to any further: (i) Transfers of this Lease; (ii) amendments of this Lease which may be made between the Transferee and Landlord ("Amendments"); (iii) Alterations which may be made by the Transferee in accordance with the applicable provisions of this Lease; without the further consent or agreement of LandlordTenant. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any. such further Transfers or any Amendments or Alterations, to the extent of what would have been Tenant's obligations pursuant hereto had such Transfers, Amendments or Alterations not been made. Tenant's obligations pursuant hereto shall relieve not be increased as a result of any such Transfers, Amendments or Alterations and Landlord agrees to provide to Tenant a copy of any such Transfers or Amendments and notice of any such Alterations. (d) If any Transferee extends or renews this Lease pursuant to any remaining, unexercised right or option or other opportunity afforded hereunder to Tenant, or if any successor-in-interest Transferee leases other premises pursuant to Tenant hereunderany remaining, of its obligation unexercised right or option or other opportunity afforded hereunder to pay rent and to perform all its other obligations under this Lease. MoreoverTenant, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, each Transferor shall be deemed liable for all of the obligations of Tenant resulting from the exercise thereof throughout the Term as renewed or extended. (e) Every Transferee shall be obliged to assume comply with all of the obligations of Tenant under this Lease and Lease. Tenant shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of enforce all of Tenant’s obligations, under this Leasesuch obligations against each Transferee. Such joint and several liability Any default of any Transferee shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements also constitute a default of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under hereunder. (f) Tenant agrees that if this Lease from any other person shall not be deemed to be is ever disclaimed, repudiated or terminated by or on behalf of a waiver by Landlord of any provision of this Lease or to be a consent Transferee pursuant to any transfer. Consent by Landlord to one bankruptcy, insolvency, winding-up or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenantother creditors' proceeding, including any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada), or if Landlord terminates this Lease as a result of any act or default of any Transferee, Tenant shall nonetheless remain responsible for fulfilment of all obligations that may be incurred by of Tenant after hereunder for what would have been the status change by exercise balance of the Term but for such disclaimer, repudiation or termination and shall, upon Landlord's request, enter into a pre-existing right new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease, subject to such written amendments thereto to which Tenant and Landlord had agreed at any time prior to such disclaimer, repudiation or termination, and with the exception that Tenant will accept the Premises in "as is" condition.

Effect of Transfer. If Landlord consents to a Transfer, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) On a monthly basis, any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like which exceed, in the aggregate, the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Premises transferred is less than the entire Premises, shall be payable one-hundred percent (100%) to Landlord and paid with Tenant's payment of Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay rent the Monthly Rent and other charges required by this Lease and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of Monthly Rent and other charges by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless, within ten (10) days after the execution of the documentary evidence thereof, Tenant shall deliver to Landlord a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that: (i) the transferee assumes Tenant's obligations for the payment Monthly Rent and all other charges required by this Lease and for the full and faithful observance and performance of the covenants, terms and conditions contained herein; (ii) such transferee will, at Landlord's election, attorn directly to Landlord in the event Tenant's Lease is terminated for any reason on the terms set forth in the instrument of Transfer; and (iii) such instrument of Transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. If Landlord consents to a Transfer and does not ------------------ elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, eighty percent (80%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of (i) the amortized portion of the reasonable and customary expenses actually paid by Tenant to unrelated third parties for brokerage commissions, attorney's fees and design fees incurred as a direct consequence of the Transfer, and (ii) the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with Tenant's payment of Minimum Monthly Rent. The term "amortized portion" is that portion of the applicable expenses derived by dividing such expenses by the number of months in the original term (excluding extension options) of the Transfer transaction. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee in cases of an assignment assumes Tenant's obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord's election, attorn directly to Landlord in the event Tenant's Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and reasonable evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Except in the case of a Permitted Transfer, Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of all rent, additional rent or other consideration payable by such transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Leased Premises is transferred, after deducting all reasonable expenses actually incurred by Tenant in connection therewith for (i) improvements to the Leased Premises made and paid for by Tenant in connection with the Transfer, (ii) reasonable brokerage commissions in connection with the Transfer paid by Tenant to unaffiliated third party licensed real estate brokers, and (iii) reasonable legal fees incurred in connection with the Transfer. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee, in the case of an assignment, assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. MoreoverExcept with respect to an assignee or subtenant who has received an assignment of Tenant’s interest under the Lease or sublet the Premises through Landlord, as subtenant or assi▇▇▇▇ ▇f Tenant’s interest in the Lease pursuant to Section 9.1( c) above, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged No assignment or impaired by any subsequent modification or extension of this Lease. No transfer subletting shall be effective or binding on Landlord unless any document memorializing documentation in form and substance satisfactory to Landlord in its reasonable discretion evidencing the transfer transfer, and in the case of an assignment, the assignee's assumption of the obligations of Tenant under this Lease, is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent ▇▇▇▇▇▇tent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition Lease or as a consent to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Leasesubsequent transfer.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently Independently complies with all of the insurance Insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer: (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or assignmentmodified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, even promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord; and (iv) no Transfer relating to this Lease or agreement entered into with the consent of respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. 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 Landlord's costs of such audit. Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month's rent, (D) bound to return such Transferee's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any successor-in-interest to Tenant hereunder, portion of such deposit under the terms of its obligation sublease, or (E) obligated to pay rent and make any payment to or on behalf of such Transferee, or to perform all its other any work in the sublet space or the Real Property, or in any way to prepare the subleased space for occupancy, beyond Landlord's obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in The provisions of this Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, 14.5 shall be deemed to assume all obligations of Tenant under this Lease self-operative, and no further instrument shall be liable jointly required to give effect to this provision, provided that the Transferee shall execute and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent any instruments Landlord may reasonably request to transfer instrument prepared evidence and confirm such subordination and attornment. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all Losses resulting from any claims that may be made against Landlord by Landlord and consistent the Transferee or anyone claiming under or through any Transferee or by any brokers or other persons or entities claiming a commission or similar compensation in connection with the requirements proposed assignment or sublease, irrespective of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered whether Landlord shall give or decline to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a give its consent to any transfer. Consent by proposed assignment or sublease, or if Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord exercise any of its rights options under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this LeaseArticle 14.

Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, eighty percent (80%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of (i) the amortized portion of the reasonable and customary expenses actually paid by Tenant to unrelated third parties for brokerage commissions, design fees, tenant improvements and legal fees incurred as a direct consequence of the Transfer, and (ii) the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. The term “amortized portion” is that portion of the applicable expenses derived by dividing such expenses by the number of months in the original term (excluding extension options) of the Transfer transaction. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease after the effective date of the assignment and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this LeaseLease accruing after the effective date of the assignment. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition SUBLEASE REQUIREMENTS. Any sublease, license, concession or other occupancy agreement entered into by Tenant shall be subordinate and subject to the foregoingprovisions of this Lease, and if this Lease is terminated during the term of any such agreement, Landlord shall have the right to: (i) treat such agreement as cancelled and repossess the subject space by any lawful means, or (ii) require that such transferee attorn to and recognize Landlord as its landlord (or licensor, as applicable) under such agreement. Landlord shall not, by reason of such attornment or the collection of sublease rentals, be deemed liable to the subtenant for the performance of any of Tenant's obligations under the sublease. If Tenant is in Default (hereinafter defined), Landlord is irrevocably authorized to direct any transferee under any such agreement to make all payments under such agreement directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured. No collection or acceptance of rent by Landlord from any transferee shall be deemed a waiver of any provision of Article 9 of this Lease, an approval of any transferee, or a release of Tenant from any obligation under this Lease, whenever accruing. In no change in the status event shall Landlord's enforcement of any provision of this Lease against any transferee be deemed a waiver of Landlord's right to enforce any term of this Lease against Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Leaseother person.

Effect of Transfer. (a) No subletting or assignment, even with the consent of Landlord, Landlord to a Transfer shall relieve Tenant, be effective unless given in writing and executed by Landlord under seal and no such consent shall be deemed or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for presumed by any act or omission of Landlord or by an assignee Landlord's failure to respond to any request for consent or subtenant. Each assignee, by Landlord's accepting any payment of any amount payable hereunder from any ▇▇▇▇▇ other than LandlordTenant. Without limiting the generality of the foregoing, shall be deemed Landlord may collect rent and any other amounts from any Transferee and apply the net amount collected to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, Rent and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The collection or acceptance by Landlord of any payment due under this Lease from any other person Rent shall not be deemed to be a waiver by Landlord of any provision Landlord's rights under this section nor an acceptance of this Lease or to be a consent to any transfer. Consent by Landlord to one such Transfer or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord release of its rights any of Tenant's obligations under this Lease. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord's consent to any subsequent or other Transfer. (b) In addition the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. Tenant hereby consents to any amendments of this Lease which may be made between the Transferee and Landlord without the further consent or agreement of Tenant ("Amendments") and Tenant also consents to all Alterations as referred to in Section 10.02 above) after any such Transfer. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such Amendments or Alterations, to the foregoing, no change in the status extent of Tenant what would have been Tenant's obligations pursuant hereto had such Amendments or any party jointly and severally liable Alterations not been made. (c) Every Transferee shall be obliged to comply with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability all of any person or entity for the obligations of Tenant, including Tenant under this Lease. Tenant shall enforce all of such obligations against each Transferee. Any default of any obligations Transferee shall also constitute a default of Tenant hereunder. (d) Tenant agrees that may be incurred if this Lease is ever disclaimed or terminated by Tenant after the status change by exercise a trustee in bankruptcy of a pre-existing Transferee or, if Landlord terminates this Lease as a result of the bankruptcy, insolvency or any act or default of any Transferee, Tenant shall, upon Landlord's request, enter into a new lease of the Premises on the identical terms hereof subject to such amendments hereto which had been agreed upon prior to such disclaimer or termination, with the exception that the length of the term of such new lease shall commence on tile date upon which Landlord exercises its right to require Tenant to enter into such new lease and shall expire on the date upon which tile Term would have expired but for such disclaimer or termination by such trustee in this Leasebankruptcy or such termination by Landlord, and with the exception that Tenant will accept the Premises on an "as is" condition, as of such date upon which Landlord exercises its right to require Tenant to enter into such new lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease unless Landlord accepts the transferee as a reasonable replacement for Tenant which acceptance shall be based upon, the transferee's demonstrated ability to meet the financial obligations of Tenant under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.311.5, for any act acts or omission by an assignee or subtenantsubtenant unless Landlord accepts the transferee as a replacement for Tenant. Each assigneetransferee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, 's obligations under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on upon Landlord unless any document memorializing the transfer is delivered to LandlordLandlord and, if the transfer is an assignment of sublease, both the assignee/subtenant and Tenant deliver to Landlord an executed consent document which contains: (i) a covenant of assumption by the assignee/subtenant, and (ii) an indemnification agreement by Tenant, both satisfactory in substance and form to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and ; provided that the failure of the assignee/subtenant independently complies with all or Tenant to execute the instrument of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordassumption shall not release either from any obligation under this Lease. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in Section 21.6, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Except in the event of an assignment or sublease to a Permitted Transferee, Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like, less reasonable and customary market-based leasing commissions, legal fees, advertising fees, the reasonable cost to Tenant of any Building-standard improvements paid for by Tenant in connection with such assignment or sublease, and any costs to separately demise the premises that is subject to the sublease from the remainder of the Leased Premises, including the installation of demising walls and the relocation of utilities, if necessary, over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, hereunder except as provided in Section 10.3, for any act or omission otherwise expressly permitted by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Leased Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein except to the limited extent provided in the instrument of transfer, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting If Landlord consents to a Transfer the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) With respect to sublease transactions (other than subleases to Affiliates), Tenant shall pay to Landlord fifty percent (50%) of the excess of any rents or other economic consideration received by Tenant from the Transferee for the use and occupancy of the Premises over the aggregate of the total sums which Tenant pays Landlord under this Lease, or the prorated portion thereof if the Premises transferred is less than the entire Premises, prorated over the sublease term, less the amortized amount of all costs incurred by Tenant in connection with the sublease, including, without limitation, brokerage commissions, marketing expenses, attorneys fees, consultants fees, tenant improvement costs, free rent and other related costs and expenses. The amount so derived shall be paid with Tenant’s payment of Monthly Base Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreoverto be performed by Tenant hereunder, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant except for the payment transactions described in the last sentence of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to LandlordSection 3.8.4. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Transfer of the Premises. (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof unless Tenant shall deliver to Landlord, on or prior to the effective date of such Transfer, a duly executed duplicate original or a certified copy of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee, if an assignee, assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee, if a subtenant, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer, and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or assignmentmodified, even (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) 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, (iv) 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, and (v) no Transfer relating to this Lease or agreement entered into with the consent of respect thereto, whether with or without Landlord's consent, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations from liability under this Lease. MoreoverLandlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) timer per calendar year) 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, in addition, if understated by more than (a) two percent (2%), Tenant shall indemnify pay Landlord's cost of such audit within thirty (30) days after demand, and hold (b) ten percent (10%), Landlord harmless, as provided shall be entitled to interest on the understated amount at the rate of ten percent (10%) per annum from PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] the date upon which the understated amount would have been paid if the Transfer Premium had been accurately determined in Section 10.3, the first place to the date Tenant pays to Landlord in full such understated amounts; Landlord's rights pursuant to the immediately preceding sentence shall constitute Landlord's sole remedy for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all understatement of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change Transfer Premium (in the status absence of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., fraud by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease).

Effect of Transfer. No subletting If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or assignmentmodified, even (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) 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, (iv) 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, and (v) no Transfer relating to this Lease or agreement entered into with the consent of respect thereto, whether with or without Landlord's consent, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations from liability under this Lease. MoreoverLandlord or its PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] authorized representatives shall have the right at all reasonable times (but no more than one (1) timer per calendar year) 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, in addition, if understated by more than (a) two percent (2%), Tenant shall indemnify pay Landlord's cost of such audit within thirty (30) days after demand, and hold (b) ten percent (10%), Landlord harmless, as provided shall be entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the Transfer Premium had been accurately determined in Section 10.3, the first place to the date Tenant pays to Landlord in full such understated amounts; Landlord's rights pursuant to the immediately preceding sentence shall constitute Landlord's sole remedy for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all understatement of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change Transfer Premium (in the status absence of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., fraud by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease).

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing preexisting right in this Lease.

Effect of Transfer. No subletting If Landlord consents to a Transfer and does not elect to recapture as provided in section 21.7, the following conditions shall apply: (a) Each and every covenant, condition or assignmentobligation imposed upon Tenant by this Lease and each and every right, even remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Except in the case of a Permitted Transfer, Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of all rent, additional rent or other consideration payable by such transferee in connection with the Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Leased Premises is transferred, after deducting all reasonable expenses actually incurred by Tenant in connection therewith for (i) improvements to the Leased Premises made and paid for by Tenant in connection with the Transfer, (ii) reasonable brokerage commissions in connection with the Transfer paid by Tenant to unaffiliated third party licensed real estate brokers, and (iii) reasonable legal fees incurred in connection with the Transfer. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of LandlordLandlord is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, to be performed by Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlordhereunder. The acceptance of rent by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transferTransfer of the Leased Premises. Consent by Divco\Gateway/Tobira Lease (d) If Landlord consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status Term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, Tenant shall deliver to Landlord, at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee, in the case of an assignment, assumes Tenant’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Landlord’s election, attorn directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Landlord reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, assignee shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No Except for a transfer to a Tenant Affiliate, no transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer to other than a Tenant Affiliate shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed and commercially reasonable consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. If Lessor consents to a Transfer, the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Lessee by this Lease and each and every night, remedy or benefit afforded Lessor by this Lease shall not be impaired or diminished as a result of such Transfer. (b) On a monthly basis, any sums of money, or other economic consideration received by Lessee from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like which exceed, in the aggregate, the total sums which Lessee pays Lessor under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises, shall be payable eighty percent (80%) to Lessor and twenty percent (20%) to Lessee, and Lessor's share shall be paid with Lessee's payment of Minimum Monthly Rent. (c) No subletting Transfer, whether or assignment, even with the not consent of LandlordLessor is required hereunder, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, Lessee of its primary obligation to pay the rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission to be performed by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to LandlordLessee hereunder. The acceptance of rent by Landlord of any payment due under this Lease Lessor from any other person shall not be deemed to be a waiver by Landlord Lessor of any provision of this Lease or to be a consent to any transfer. Consent by Landlord Transfer of the Leased Premises. (d) If Lessor consents to one or more transfers a sublease, such sublease shall not operate as a waiver or estoppel to extend beyond the future enforcement by Landlord expiration of its rights under this Lease. In addition to the foregoing, no change in the status term of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease. (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, within ten (10) days after the execution of the documentary evidence thereof, Lessee shall deliver to Lessor a duly executed duplicate original of the Transfer instrument in form satisfactory to Lessor which provides that (i) the transferee assumes Lessee's obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, (ii) such transferee will, at Lessor's election, attorn directly to Lessor in the event Lessee's Lease is terminated for any reason on the terms set forth in the instrument of transfer and (iii) such instrument of transfer contains such other assurances as Lessor reasonably deems necessary.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this LeaseLease to the extent that Tenant has expressly agreed to any such modification or extension. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. a) No subletting or assignment, even with the consent of Landlord, Landlord to a Transfer shall relieve Tenant, be effective unless given in writing and executed by Landlord under seal and no such consent shall be deemed or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for presumed by any act or omission of Landlord or by an assignee Landlord’s failure to respond to any request for consent or subtenant. Each assignee, by Landlord’s accepting any payment of any amount payable hereunder from any party other than Landlord▇▇▇▇▇▇. Without limiting the generality of the foregoing, shall be deemed Landlord may collect rent and any other amounts from any Transferee and apply the net amount collected to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, Rent and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The collection or acceptance by Landlord of any payment due under this Lease from any other person Rent shall not be deemed to be a waiver by Landlord of any provision Landlord’s rights under this section nor an acceptance of this Lease or to be a consent to any transfer. Consent by Landlord to one such Transfer or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord release of its rights any of Tenant’s obligations under this Lease. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord’s consent to any subsequent or other Transfer. b) In addition the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. Tenant hereby consents to any further Transfers and to any amendments of this Lease which may be made between the Transferee and Landlord without the further consent or agreement of Tenant (“Amendments”) and Tenant also consents to all Alterations (as referred to in section 10.2 above) after any such Transfer. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such further Transfers or any Amendments or Alterations, to the foregoingextent of what would have been Tenant’s obligations pursuant hereto had such Amendments or Alterations not been made. If this Lease is renewed or extended by any Transferee pursuant to any option of Tenant, no change in the status or if any Transferee exercises any option to lease other premises pursuant to any option of Tenant or any party jointly and severally Tenant, each Transferor shall be liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability for all of any person or entity for the obligations of TenantTenant resulting from the exercise of either options throughout the Term as renewed or extended. c) Every Transferee shall be obliged to comply with all of the obligations of Tenant under this Lease. Tenant shall enforce all of such obligations against each Transferee. Any default of any Transferee shall also constitute a default of Tenant hereunder. d) ▇▇▇▇▇▇ agrees that if this Lease is ever disclaimed, repudiated or terminated by or on behalf of a Transferee pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceeding, including any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or if Landlord terminates this Lease as a result of any act or default of any Transferee, Tenant shall nonetheless remain responsible for fulfilment of all obligations that may be incurred by of Tenant after hereunder for what would have been the status change by exercise balance of the Term but for such disclaimer, repudiation or termination and shall, upon Landlord’s request, enter into a pre-existing right new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this LeaseLease subject to such amendments hereto to which ▇▇▇▇▇▇ had agreed at any time prior to such disclaimer, repudiation or termination, and with the exception that Tenant will accept the Premises in “as is” condition.

Effect of Transfer. No subletting If Landlord consents to a Transfer: (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or assignmentmodified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, even promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord; and (iv) no Transfer relating to this Lease or agreement entered into with the consent of respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. 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 Landlord’s costs of such audit. Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, ▇▇▇▇▇▇ has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any successor-in-interest to Tenant hereunder, portion of such deposit under the terms of its obligation sublease, or (E) obligated to pay rent and make any payment to or on behalf of such Transferee, or to perform all its other any work in the sublet space or the Real Property, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in The provisions of this Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, 14.5 shall be deemed to assume all obligations of Tenant under this Lease self-operative, and no further instrument shall be liable jointly required to give effect to this provision, provided that the Transferee shall execute and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent any instruments Landlord may reasonably request to transfer instrument prepared evidence and confirm such subordination and attornment. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all Losses resulting from any claims that may be made against Landlord by Landlord and consistent the Transferee or anyone claiming under or through any Transferee or by any brokers or other persons or entities claiming a commission or similar compensation in connection with the requirements proposed assignment or sublease, irrespective of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered whether Landlord shall give or decline to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a give its consent to any transfer. Consent by proposed assignment or sublease, or if Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord exercise any of its rights options under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this LeaseArticle 14.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any negligent act or omission willful misconduct by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease; provided, however, that any predecessor Tenant hereunder shall not be liable for any marginal increase in leasehold obligations resulting from the modification or extension unless attributable to Tenant's exercise of a pre-existing option or right in this Lease. No Except as provided in Section 9.1(b), no transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-existing right in this Lease.

Effect of Transfer. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s 's obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, including any obligations that may be incurred by Tenant after the status change by exercise of a pre-pre- existing right in this Lease.