Common use of Assignment or Sublease by Tenant Clause in Contracts

Assignment or Sublease by Tenant. Except as expressly permitted herein, TENANT shall not, without the prior written approval of LESSOR, assign or in any manner transfer this lease, permit any assignment of this Lease by operation of law or otherwise, or sublet the Leased Premises or any part thereof. For purposes of this Lease, the sale or transfer of fifty percent (50%) or more of the stock, assets, or business of Lessee shall constitute an assignment requiring prior written consent of the Lessor. In the event TENANT should desire to assign this Lease or sublet the Leased Premises or any part thereof, TENANT shall give LESSOR written notice of such desire at least sixty (60) days in advance of the date on which TENANT desires to make such assignment or sublease. LESSOR shall then notify TENANT in writing of its approval or disapproval of said assignment or sublease. No assignment or subletting by TENANT shall relieve TENANT of any obligation under this Lease. TENANT will not mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Leased Premises without the prior written consent of LESSOR and any attempt to do any of the foregoing without the LESSOR’s consent will be void. Consent to or approval by LESSOR of any assignment, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination of this Lease, may, at LESSOR’s option, terminate all or any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment to LESSOR of any or all such subleases, subtenancies, concessions or licenses.

Assignment or Sublease by Tenant. Except as expressly permitted A. Tenant shall not sublet the Premises (or any portion thereof) or assign this Lease (or any interest herein), TENANT nor shall notany assignment or sublease occur by operation of law, without the prior written approval consent of LESSORLandlord, assign which Landlord shall not unreasonably withhold. Notwithstanding the foregoing, as an alternative to granting consent to a proposed sublease or assignment, Landlord shall have the right, in any manner transfer this leaseits sole discretion, permit any assignment of this Lease by operation of law or otherwise, or to elect: (i) if Tenant desires to sublet (in the Leased Premises or any part thereof. For purposes of this Lease, the sale or transfer of aggregate) more than fifty percent (50%) or more of the stockPremises, assets, or business of Lessee shall constitute an assignment requiring prior written consent to sublet from Tenant the portion of the LessorPremises proposed by Tenant to be sublet upon the same terms as the proposed sublet (but in no event shall the rental rate thereunder be greater than the rental rate hereunder); or (ii) if Tenant desires to assign this Lease (other than pursuant to Section 16.01.C hereof), to terminate this Lease as of the proposed effective date of the assignment. In no event, however, shall Tenant be permitted to sublease the Premises or assign this Lease if Tenant is then in Default under this Lease. In the event TENANT of any assignment or sublease pursuant to the terms of this Article XVI, Tenant shall remain liable for all of its obligations under this Lease, including but not limited to payment of Rent. Landlord’s consent to particular assignment or sublease pursuant to this Article XVI shall not constitute consent to any other assignment or sublease. B. If Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereofPremises, TENANT Tenant shall give LESSOR Landlord written notice of such desire at least sixty thereof specifying: (60i) days in advance the name, current address and business of the proposed assignee or sublessee, (ii) the amount and location of the space within the Premises proposed to be so subleased, (iii) the proposed effective date on which TENANT desires and duration of the assignment or sublease, (iv) the proposed rent and other consideration to make be paid to Tenant by such assignee or sublessee, and (v) all other information reasonably required by Landlord to evaluate the proposed assignment or sublease. Landlord agrees to notify Tenant in writing, within ten (10) business days after Tenant’s written request, whether Landlord consents to a proposed sublease. If Landlord fails to respond to Tenant within the aforesaid ten (10) business day period, Tenant shall have the right to send a second (2nd) written notice to Landlord, stipulating, in bold lettering, that, pursuant to this Section l6.01.A hereof, Landlord shall be deemed to have consented to the proposed sublease if Landlord fails to respond to Tenant’s request within five (5) business days after Landlord’s receipt thereof. If Landlord fails to notify Tenant whether Landlord consents to the proposed sublease within five (5) business days after receiving such notice, and so long as such notice is in the form stipulated herein, then Landlord shall be deemed to have consented to such sublease. If Landlord consents to such assignment or sublease. LESSOR , Tenant shall then notify TENANT deliver to Landlord copies of all documents executed in writing connection therewith, which documents shall be in form and substance reasonably satisfactory to Landlord, and which documents shall require such assignee at sublessee to comply with all terms of its approval this Lease on Tenant’s part to be performed: No acceptance by Landlord of any rent or disapproval any other sum of said money from any sublessee or assignee shall be deemed to constitute Landlord’s consent to any assignment or sublease. No If Landlord permits Tenant to sublet the Premises or assign this Lease, and the rental rate thereunder exceeds the rental rate hereunder, Tenant shall remit to Landlord as Additional Rent, as and when Rent hereunder becomes due, fifty percent (50%) of the difference between the rent due under the sublease or assignment and the Rent due hereunder, less reasonable expenses incurred by Tenant in subleasing the space or subletting by TENANT assigning this Lease. C. Notwithstanding the foregoing provisions of this Section 16.01, Tenant shall relieve TENANT have the right, upon prior written notice to Landlord, but without Landlord’s consent, and provided Tenant is not then in Default, to assign this Lease, or to sublet all or any part of the Premises, to (i) any obligation entity resulting from a merger or consolidation with Tenant, (ii) any corporation succeeding to all the business and assets of Tenant, or (iii) any affiliate of Tenant; provided, however, that the net worth of the surviving or successor entity or the affiliate is at least equal to the net worth of Tenant as of the date of this Lease; and provided, further, that Tenant shall remain unconditionally liable for Tenants obligations under this Lease. TENANT will not mortgageFor purposes hereof, pledgean affiliate of Tenant is any entity which controls, is controlled by, or hypothecate its leasehold interest or grant any concession or license within the Leased Premises without the prior written consent of LESSOR and any attempt to do any of the foregoing without the LESSOR’s consent will be void. Consent to or approval by LESSOR of any assignment, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights is under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination of this Lease, may, at LESSOR’s option, terminate all or any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment to LESSOR of any or all such subleases, subtenancies, concessions or licensescommon control with Tenant.

Assignment or Sublease by Tenant. (a) Except as otherwise expressly permitted hereinset forth in Section 8.l (b) below, TENANT shall notTenant will not assign this Lease or sublet all or any portion of the Leased Premises, without nor pledge, mortgage or encumber any of Tenant’s interest in this Lease or the prior written approval Leased Premises (or any portion of LESSOReither), nor assign or in any manner transfer this lease, permit any assignment of this Lease by operation of law this Lease or otherwise, any of Tenant’s interest herein or sublet in and to the Leased Premises or Premises, in any part thereof. For purposes of this Lease, the sale or transfer of fifty percent (50%) or more of the stock, assets, or business of Lessee shall constitute an assignment requiring such case without Landlord’s prior written consent of the Lessorconsent. In the event TENANT Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, TENANT or to allow the Leased Premises to be used or occupied by others, or to encumber any of the same, Tenant shall give LESSOR Landlord written notice (“Tenant’s A/S Notice”) (which notice shall specify the duration of said desired sublease, assignment or other transfer, the date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder and the final document to be used in such assignment or sublet) of such desire at least sixty twenty (6020) days in advance of the date on which TENANT Tenant desires to make such assignment, sublease or other transfer or to allow such a use or occupancy. Subject to the terms of this Section 8.1(a), Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (i) subject to the terms and provisions of this Section 8.1 below, to permit Tenant to assign this Lease or sublet such space for the duration so specified by Tenant in its notice, subject, however to the prior written approval by Landlord of the proposed assignment or sublease. LESSOR , which approval shall not be unreasonably withheld, conditioned or delayed so long as the following conditions are all satisfied: (1) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Leased Premises are in Landlord’s reasonable judgment consistent with the Building Standards and Comparable First-Class Buildings, (2) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is (i) then notify TENANT an occupant of any party of the Office Building actively negotiating for additional lease space in writing the Office Building or (ii) a party with whom Landlord is then actively negotiating to lease space in the Office Building, (i.e., Landlord has agreed to terms or the parties are negotiating a lease or other occupancy agreement within the preceding three (3) month period) provided Landlord has, or within the next 6 months anticipates having, comparable space (taking into account all relevant factors) available for lease in the Office Building for a comparable term, (3) the form and substance of the proposed sublease or instrument of assignment is acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld, conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease and to any matters to which this Lease is subject, and (4) the proposed occupancy would not increase the office cleaning requirements or impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder; or (ii) to deny Tenant’s request to assign this Lease or sublet the Premises if Landlord reasonably withholds its approval of the proposed assignee or disapproval of said sublessee. Notwithstanding the foregoing, if Landlord fails to respond to a request for consent to an assignment or subleasesubletting proposed by Tenant within fifteen (15) days after Landlord’s receipt of all of the information required under this Article 8, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”), which shall include all material previously delivered to Landlord together with Tenant’s A/S Notice, and set forth on the first page thereof the following statement in bold capital letters: IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE ENTITLED TO ENTER INTO THE PROPOSED [ASSIGNMENT] [SUBLEASE] DESCRIBED IN THE NOTICE ENCLOSED HEREWITH, WHICH WAS PREVIOUSLY SUBMITTED TO LANDLORD AND TO WHICH LANDLORD HAS FAILED TO TIMELY RESPOND. If Landlord fails to respond to a Second Request within five (5) business days after receipt by Landlord, the proposed assignment or sublease as to which the Second Request is submitted shall be deemed to be approved by Landlord, and Tenant shall be entitled to enter into such transaction, provided that such assignment or sublease complies with the requirements of this Article 8 and all other provisions of this Lease applicable thereto. (b) Each sublessee or assignee shall fully observe all covenants of this Lease, including, without limitation, the provisions of this Section 8.1 of this Lease, and no consent by Landlord to an assignment or sublease shall be deemed in any manner to be a consent to a use not permitted under Section 1.3 hereof. No assignment or subletting by TENANT Tenant shall relieve TENANT Tenant of any obligation under this Lease, and Tenant shall remain fully liable hereunder; provided that, if (i) Landlord shall have consented to the proposed assignee pursuant to Section 8.1(a) and (x) if such assignee is a publicly traded company, the Public Company Financial Test (as defined below) shall be satisfied immediately after such assignment (and Tenant shall have provided Landlord with proof thereof reasonably acceptable to Landlord) or (y) if such assignee is not a publicly traded company, the Private Company Financial Test (as defined below) shall be satisfied immediately after such assignment (and Tenant shall have provided Landlord with proof thereof reasonably acceptable to Landlord) or (ii) (x) if a Permitted Transfer shall have occurred and the transferee is a publicly traded company, the Public Company Test shall be satisfied by the applicable transferee immediately after such transaction (and Tenant shall have provided Landlord with proof therefor reasonably acceptable to Landlord) or (y) if a Permitted Transfer shall have occurred and the transferee is not a publicly traded company, the Private Company Test shall be satisfied by the applicable transferee immediately after such transaction (and Tenant shall have provided Landlord with proof therefor reasonably acceptable to Landlord), then, in any such case, the Tenant named herein (i.e., Pros, Inc.) shall be relieved of all obligations under this Lease which accrue from and after the date of such transaction. TENANT will “Public Company Financial Test” shall mean that, as of the applicable date of determination, the applicable entity has a market capitalization greater than One Billion Dollars ($1,000,000,000). “Private Company Financial Test” shall mean that, as of the applicable date of determination, such entity has Net Available Cash (as defined below) greater than an amount equal to three (3) times the remaining Rent due hereunder by Tenant from and after the date such assignment or transfer, as applicable, is consummated through and including the Expiration Date. “Net Available Cash” means (i) cash which is not mortgagesubject to any lien, pledgesecurity interest or restriction and available and (ii) undrawn funds from such entity’s credit facility(ies) less any debt held by such entity having maturities prior to the Expiration Date. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Section 8.1 shall be void and shall constitute an event of default under this Lease. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or hypothecate assignment by any assignee or sublessee shall be subject to the provisions of this Section 8.1, as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 8.1 shall be deemed to include a prohibition against Tenant’s mortgaging or otherwise encumbering its leasehold estate, as well as against an assignment or sublease which may occur by operation of law or by a merger, transfer or sale of stock, partnership interest or grant any concession other equitable interest resulting in a change of ownership interest in Tenant of more than fifty percent (50%) or license within the Leased Premises without the prior written consent a sale of LESSOR and any attempt to do any all or substantially all of the foregoing without assets of Tenant (collectively, “Ownership Interests”), each of which shall be ineffective and void and shall constitute an event of default under this Lease unless consented to by Landlord in writing in advance. Tenant shall in any event pay and reimburse to Landlord for reasonable fees and expenses (including reasonable out-of-pocket attorneys’ fees), up to a maximum of $2,500.00, as actually incurred by Landlord in connection with the LESSOR’s consent will be void. Consent to or approval by LESSOR processing of any assignmentrequest by Tenant with respect to any subletting, subleaseassignment or other transfer, mortgage, pledge regardless of whether or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination of this Lease, may, at LESSOR’s option, terminate all or any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment to LESSOR of any or all such subleases, subtenancies, concessions or licensesLandlord grants its consent.

Assignment or Sublease by Tenant. Except as expressly permitted A. Tenant shall not sublet the Premises (or any portion thereof) or assign this Lease (or any interest herein), TENANT nor shall notany assignment or sublease occur by operation of law, without the prior written approval consent of LESSORLandlord, assign which consent shall be given within ten (10) business days of Landlord’s receipt of Tenant’s written notification and which shall not be unreasonably withheld, conditioned or in any manner transfer this lease, permit any delayed. Notwithstanding the foregoing as an alternative to granting consent to either (i) a proposed sublease of all (but not less than all) of the Premises for the balance of the terms of the Lease or (ii) an assignment of the Lease for the balance of the terms of the Lease; Landlord shall have the right, in its sole discretion, to elect: (a) to sublet from Tenant the Premises upon the same terms as the proposed sublet; or (b) to terminate this Lease by operation as of law the proposed effective date of the assignment or otherwisesublease. In no event, or sublet however, shall Tenant be permitted to sublease the Leased Premises or any part thereof. For purposes of assign this Lease if Tenant is then in Default under this Lease, the sale or transfer of fifty percent (50%) or more of the stock, assets, or business of Lessee shall constitute an assignment requiring prior written consent of the Lessor. In the event TENANT of any assignment or sublease pursuant to the terms of this Article XVI, Tenant shall remain liable for all of its obligations under this Lease, including, but not limited to, payment of Rent. Landlord’s consent to a particular assignment or sublease pursuant to this Article XVI shall not constitute consent to any other assignment or sublease. B. If Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereofPremises, TENANT Tenant shall give LESSOR Landlord written notice of such desire at least sixty thereof specifying: (60i) days in advance the name, current address and business of the proposed assignee or sublessee, (ii) the amount and location of the space within the Premises proposed to be so subleased, (iii) the proposed effective date on which TENANT desires and duration of the assignment or sublease, (iv) the proposed rent to make be paid to Tenant by such assignee or sublessee, and (v) all other information reasonably required by Landlord to evaluate the proposed assignment or sublease. If Landlord consents to such assignment or sublease, Tenant shall deliver to Landlord copies of all documents executed in connection therewith, which documents shall be in form and substance reasonably satisfactory to Landlord, and which documents shall require such assignee or sublessee to comply with all terms of this Lease on Tenant’s part to be performed. LESSOR No acceptance by Landlord of any rent or any other sum of money from any sublessee or assignee shall then notify TENANT in writing of its approval or disapproval of said be deemed to constitute Landlord’s consent to any assignment or sublease. No If Landlord permits Tenant to sublet the Premises or assign this Lease, and the rental rate thereunder exceeds the rental rate hereunder, Tenant shall remit to Landlord as Additional Rent, as and when Rent hereunder becomes due, fifty percent (50%) of the difference between the rent due under the sublease or assignment and the Rent due hereunder, less reasonable expenses incurred by Tenant in subleasing the space or subletting by TENANT assigning this Lease, which expenses shall relieve TENANT be deducted up front before any profits are remitted to Landlord. In the event of multiple subleases, all profits shall be calculated in the aggregate. The aforementioned rights of this Section 16.01.B. shall not apply to transfer to a Permitted Transferee pursuant to Section 16.01.B. below. C. Notwithstanding the foregoing provisions of this Section 16.01, Tenant shall have the right, upon prior written notice to Landlord, but without Landlord’s consent, and provided Tenant is not then in Default, to assign this Lease, or to sublet all or any obligation part of the Premises, to (i) any entity resulting from a merger or consolidation with Tenant, (ii) any corporation succeeding to all the business and assets of Tenant, (iii) a company with which Tenant has a teaming or other business relationship (so long as Tenant occupies at least fifty percent (50%) of the Premises and such company complies with the Permitted Use set forth in Article I, Section O of the Premises), or (iv) any affiliate of Tenant (each, a “Permitted Transferee”); provided, however, that the net worth of the surviving or successor entity or the affiliate is at least equal to the net worth of Tenant as of the date of the assignment; and provided, further, that Tenant shall remain unconditionally liable for Tenant’s obligations under this Lease. TENANT will not mortgageFor purposes hereof, pledgean affiliate of Tenant is any entity which controls, is controlled by, or hypothecate its leasehold interest is under common control with Tenant. D. Notwithstanding anything in this Lease to the contrary, if Tenant makes a transfer to a Permitted Transferee, assigns the entire lease to a third party, or grant any concession subleases the entire Premises for the full remaining Term to a third party, all rights under the Lease including, but not limited to, expansion, renewal, signage and sublease / assignment rights shall convey as if such Permitted Transferee or license within third party assignee or sublessee was the Leased Premises without the prior written consent of LESSOR and any attempt to do any of the foregoing without the LESSOR’s consent will be void. Consent to or approval by LESSOR of any assignment, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license original Tenant hereunder; provided that renewal rights shall not destroy transfer to any third party sublessee and no third party assignee or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination of this Lease, may, at LESSOR’s option, terminate all or sublessee may further convey any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment to LESSOR of any or all such subleases, subtenancies, concessions or licensesrights.

Assignment or Sublease by Tenant. Except as expressly permitted A. Tenant shall not sublet the Premises (or any portion thereof) or assign this Lease (or any interest herein), TENANT nor shall notany assignment or sublease, without the prior written approval consent of LESSORLandlord, which Landlord shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing, as an alternative to granting consent to a proposed sublease or assignment, Landlord shall have the right, in its sole discretion, to elect: (i) to sublet from Tenant the portion of the Premises proposed by Tenant to be sublet upon the same terms as the proposed sublet (except that if the rental rate thereunder is greater than the rental rate hereunder, then the rental rate shall be adjusted pursuant to paragraph B hereof); or (ii) if Tenant desires to assign or in any manner transfer this lease, permit any assignment of this Lease by operation of law or otherwise, or sublet the Leased Premises or any part thereof. For purposes of this Lease, the sale or transfer of fifty percent (50%) or more to terminate this Lease as of the stock, assets, or business of Lessee shall constitute an assignment requiring prior written consent proposed effective date of the Lessorassignment. Landlord agrees to make the foregoing election within ten (10) business days after receiving written notice from Tenant outlining the terms of the proposed sublease or assignment, and requesting Landlord's consent thereto. In no event shall Tenant be permitted to sublease the Premises or assign this Lease if Tenant is then in Default under this Lease. In the event TENANT of any assignment or sublease pursuant to the terms of this Article XVI, Tenant shall remain liable for all of its obligations under this Lease, including but not limited to payment of Rent. Landlord's consent to a particular assignment or sublease pursuant to this Article XVI shall not constitute consent to any other assignment or sublease. B. If Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereofPremises, TENANT Tenant shall give LESSOR Landlord written notice of such desire at least sixty thereof specifying: (60i) days in advance the name, current address and business of the proposed assignee or sublessee, (ii) the amount and location of the space within the Premises proposed to be so subleased, (iii) the proposed effective date on which TENANT desires and duration of the assignment or sublease, (iv) the proposed rent and other consideration to make be paid to Tenant by such assignee or sublessee, and (v) all other information reasonably required by Landlord to evaluate the proposed assignment or sublease. If Landlord consents to such assignment or sublease, Tenant shall deliver to Landlord copies of all documents executed in connection therewith, which documents shall be in form and substance reasonably satisfactory to Landlord, and which documents shall require such assignee or sublessee to comply with all terms of this Lease on Tenant's part to be performed. LESSOR No acceptance by Landlord of any rent or any other sum of money from any sublessee or assignee shall then notify TENANT in writing of its approval or disapproval of said be deemed to constitute Landlord's consent to any assignment or sublease. No If Landlord permits Tenant to sublet the Premises or assign this Lease, and the rental rate thereunder exceeds the rental rate hereunder, Tenant shall remit to Landlord as Additional Rent, as and when Rent hereunder becomes due, fifty percent (50%) of the difference between the rent due under the sublease or assignment and the Rent due hereunder, less commercially reasonable expenses incurred by Tenant in subleasing the space or subletting by TENANT assigning this Lease (amortized on a straight-line basis over the term of the sublease or assignment). C. Notwithstanding the foregoing provisions of this Section 16.01, Tenant shall relieve TENANT have the right, upon prior written notice to Landlord, but without Landlord's consent, and provided Tenant is not then in Default, to assign this Lease, or to sublet all or any part of the Premises (without Landlord having any obligation of its termination, recapture or revenue sharing rights pursuant to this Section 16.01), to (i) any entity resulting from a merger or consolidation with Tenant, (ii) any corporation succeeding to all the business and assets of Tenant, or (iii) any affiliate of Tenant; provided, however, that the net worth of the surviving or successor entity or the affiliate is at least equal to the net worth of Tenant as of the date of this Lease; and provided, further, that Tenant shall remain unconditionally liable for Tenant's obligations under this Lease. TENANT will not mortgageFor purposes hereof, pledgean affiliate of Tenant is any entity which controls, is controlled by, or hypothecate its leasehold interest or grant is under common control with Tenant. D. Notwithstanding any concession or license within provision to the Leased Premises without contrary, during the first four (4) years of the Term, Tenant shall have the right, subject to Landlord's prior written consent consent, which shall not be unreasonably withheld, conditioned or delayed, and provided Tenant is not then in Default, to sublet two (2) of LESSOR and any attempt the floors comprising the Premises to do one or more unrelated third-parties, without Landlord having any of the foregoing without the LESSOR’s consent will be voidits recapture rights pursuant to Section 16.01.A hereof. Consent to or approval by LESSOR of any assignmentHowever, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval terms of LESSOR. The expiration or earlier termination paragraphs A and B of this LeaseSection 16.01 shall apply to any sublease entered into pursuant to this paragraph D. Notwithstanding anything to the contrary set forth in Section 12.04.B hereof, mayLandlord may not exercise its right to require Tenant to remove the sign from the facade of the Building, at LESSOR’s option, terminate all if Landlord's sole reason for exercising such right is that Tenant happens to occupy less than fifty percent (50%) of the Building as a result of having entered into one or any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment more subleases pursuant to LESSOR of any or all such subleases, subtenancies, concessions or licenses.this paragraph D.

Assignment or Sublease by Tenant. Except as expressly permitted herein, TENANT shall not, without the prior written approval of LESSOR, assign (a) Assignment or in any manner transfer this lease, permit any assignment of this Lease by operation of law or otherwise, or sublet the Leased Premises or any part thereofSubletting to an Affiliate. For purposes of this Lease, the sale or transfer of fifty percent (50%) or more of the stock, assets, or business of Lessee shall constitute an assignment requiring prior written consent of the Lessor. In the event TENANT should desire to Tenant may assign this Lease or sublet the Leased Premises or any part thereof to an Affiliate (as hereinafter defined) of Ten ant without the prior consent of Landlord; provided, however, Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, and with respect to any sublease, the duration thereof, TENANT shall give LESSOR written notice the date same is to occur, and the exact location of the space affected thereby) of such desire at least sixty assignment or sublease within ten (6010) days in advance of the date on which TENANT desires to make following such assignment or sublease. LESSOR shall then notify TENANT in writing of its approval or disapproval of said assignment or sublease. No assignment or subletting by TENANT shall relieve TENANT of any obligation under this Lease. TENANT will not mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Leased Premises without the prior written consent of LESSOR and any attempt to do any of the foregoing without the LESSOR’s consent will be void. Consent to or approval by LESSOR of any assignment, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination with respect to any assignment of this Lease, mayan original written assumption in favor of Landlord of the duties, at LESSOR’s optionobligations and liabilities of Tenant hereunder by such Affiliate. Tenant shall remain directly and primarily liable for the performance of all of the obligations of Tenant hereunder (including, terminate all without limitation, the obligation to pay Rent), and Landlord shall be permitted to enforce this Lease in accordance with its terms against Tenant or any existing subleases, subtenancies, concessions such sublessee or licensesassignee, or may operate as an assignment both, notwithstanding any such subletting or assignment. Notwithstanding anything else contained herein, Tenant shall have the right to LESSOR allow a portion of any the Leased Premises to be used or all such subleasesoccupied by Tenant's consultants, subtenancies, concessions or licensesagents and/or contractors in order to facilitate Tenant's business operations in the Leased Premises.

Assignment or Sublease by Tenant. Except as expressly permitted herein, TENANT shall not, without the prior written approval of LESSOR, assign or in any manner transfer this lease, permit any assignment of this Lease by operation of law or otherwise, or sublet the Leased Premises or any part thereof. For purposes of this Lease, the sale or transfer of fifty percent (50%) or more of the stock, assets, or business of Lessee shall constitute an assignment requiring prior written consent of the LessorLESSOR. In the event TENANT should desire to assign this Lease or sublet the Leased Premises or any part thereof, TENANT shall give LESSOR written notice of such desire at least sixty (60) days in advance of the date on which TENANT desires to make such assignment or sublease. LESSOR ▇▇▇▇▇▇ shall then notify TENANT in writing of its approval or disapproval of said assignment or sublease. No assignment or subletting by TENANT shall relieve TENANT of any obligation under this Lease. TENANT will not mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Leased Premises without the prior written consent of LESSOR and any attempt to do any of the foregoing without the LESSOR’s consent will be void. Consent to or approval by LESSOR ▇▇▇▇▇▇ of any assignment, sublease, mortgage, pledge or hypothecation of TENANTs leasehold interest or of any concession or license shall not destroy or result in a waiver of LESSOR’s rights under this paragraph, and all other subleases, assignments, mortgages, pledges, hypothecations, concessions or licenses shall likewise be made only upon prior written consent or approval of LESSOR. The expiration or earlier termination of this Lease, may, at LESSOR’s option, terminate all or any existing subleases, subtenancies, concessions or licenses, or may operate as an assignment to LESSOR of any or all such subleases, subtenancies, concessions or licenses.