Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. Tenant shall not (i) assign or otherwise transfer this Sublease or the term and estate hereby granted, (ii) sublet the Sublease Premises or any part thereof of allow the same to be used or occupied by others or in violation of the ▇▇▇▇▇▇▇▇▇, or (iii) mortgage, pledge or encumber this Sublease or the Sublease Premises or any part thereof in any manner, without the prior consent of the Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent to any assignment or subletting, the subtenant must conform to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance of the terms and conditions of this Sublease, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of this Lease. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premises, upon receipt of Landlord's and Overlandlord's consent, the Tenant shall pay all reasonable costs and expenses incurred by Landlord and Overlandlord, including reasonable attorney's fees.

Assignment; Sublease. (a) Tenant shall not (i) assign assign, pledge, mortgage or otherwise transfer or encumber the Premises or this Sublease Lease, or sublease any part or all of the Premises or this Lease, or grant concessions or licenses to conduct operations on the Premises, in every case without Landlord’s and Prime Landlord’s prior written consent, which consent may be withheld by Landlord in Landlord’s reasonable discretion and which consent may be withheld by Prime Landlord to the extent permitted by the Prime Lease. Tenant shall not permit any transfer of its interest in the Premises or this Lease by operation of law, including as result of corporate reorganization, consolidation or merger and further including assignments and subleases of its interest in the Premises or this Lease to its parent corporation or entity, subsidiaries or subsidiaries of its parent corporation or entity. Notwithstanding Landlord’s and/or Prime Landlord’s consent to any of the foregoing, Tenant shall remain primarily liable to Landlord for the payment of rental then due and thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term and estate hereby grantedhereof. Tenant agrees, (ii) sublet the Sublease Premises that upon making any permitted assignment or any part thereof of allow the same to be used or occupied by others or in violation subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the ▇▇▇▇▇▇▇▇▇, instrument of assignment or (iii) mortgage, pledge or encumber this Sublease or the Sublease Premises or any part thereof in any manner, without the prior consent subletting. As a condition of the Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent to any assignment or subletting, the assignee or subtenant must conform shall agree in writing satisfactory to all Prime Landlord, Landlord and their counsel, to assume, to be bound by, and to perform the terms, covenants and conditions obligations of this Lease to be performed by Tenant which relate to the space being assigned to or subleased. Landlord’s and/or Prime Landlord’s consent to any of the foregoing shall not release or waive the prohibition against them thereafter or constitute a consent to any other assignment, pledge, mortgage, encumbrance, transfer or sublease. Notwithstanding If this Lease be assigned or transferred, or if the Premises or any part thereof be subleased or occupied by anybody other than Tenant, whether with or without Landlord’s and/or Prime Landlord’s consent, Landlord may collect from the assignee, sublessee or occupant, any rental or other charges payable by Tenant under this Lease, and apply the amount collected to the rental and other charges herein reserved, but such subletting or assignment, the Tenant in this Sublease collection by Landlord shall remain directly and primarily liable for performance not be deemed an acceptance of the terms and conditions assignee, sublessee or occupant as a tenant, nor a consent to such assignment or sublease or occupancy, nor a release of this Sublease, and Tenant from the Landlord shall have the right to require and demand that the performance by Tenant pay and perform the terms of Tenant’s obligations under this Lease. Any surplus monies made above . (b) If Tenant is a corporation, limited liability company, partnership or other entity, any transaction or series of transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of any stock or other ownership interest of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the Sublease or a sublease or assignment basis shall be paid to foregoing transactions) resulting in the Landlord. transfer of control of Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus , shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the excess provisions of this Section (10). The term “control” as used in this Section (10)(b) means the power to directly or indirectly direct or cause the direction of the rent received by the Tenant from its sublessees management or assignees over the Basic Rent paid by the policies of Tenant. hereunder. . (c) In the event Tenant shall assign of any such assignment, pledge, mortgage or sublet other transfer or encumbrance of the premisesPremises or this Lease, upon receipt or sublease of Landlord's and Overlandlord's consentany part or all of the Premises or this Lease, or grant of concession or license to conduct operations on the Premises, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of all reasonable costs assignment consideration or excess rentals (as such terms are defined in Section 7.5 of the Prime Lease) to be paid to Tenant or to any other on Tenant’s behalf or for Tenant’s benefit for such assignment or subletting. (d) Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without Landlord’s consent, but upon ten (10) days’ prior notice to Landlord, to sublet all or part of the Premises, assign all or any part of this Lease, to any Permitted Transferee (as defined in Section 7.2(b) of the Prime Lease); provided, however, (i) Ooma, Inc. remains liable for all of Tenant’s obligations under this Lease, (ii) the tangible net worth of the assignee or subtenant is not less than the tangible net worth of Tenant as of the effective date of this Lease, and expenses incurred by Landlord and Overlandlord, including reasonable attorney's fees(iii) such sublet or assignment shall be subject to obtaining Prime Landlord’s consent as may be required under the Prime Lease.

Assignment; Sublease. Tenant shall not (i) assign assign, pledge, mortgage or -------------------- otherwise encumber this lease or sublease any part or all of the Premises without Landlord's prior written consent, which shall not be unreasonably withheld or delayed, nor shall any transfer this Sublease of Tenant's interest in the Premises by operation of law occur or be allowed to occur. Notwithstanding Landlord's consent to any of the foregoing, Tenant shall remain liable to Landlord for payment of rental then due and thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term and estate hereby grantedhereof. Tenant agrees that, (ii) sublet the Sublease Premises upon making any permitted assignment or any part thereof of allow the same to be used or occupied by others or in violation subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the ▇▇▇▇▇▇▇▇▇, instrument of assignment or (iii) mortgage, pledge or encumber this Sublease or the Sublease Premises or any part thereof in any manner, without the prior consent subletting. As a condition of the Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent to any assignment or subletting, the assignee and/or subtenant must conform assume and agree in writing to perform all of the terms, covenants conditions and conditions provisions as contained in this Lease on the Tenant's part to be performed. Landlord's consent to any of this the foregoing shall not release or waive the prohibition against it thereafter or constitute a consent to any other assignment, pledge, mortgage, encumbrance, transfer, or sublease. Notwithstanding If this Lease be assigned, or if the Premises or any part thereof be subleased or occupied by anybody other than Tenant, whether with or without Landlord's consent, Landlord may collect from the assignee, sublessee, or occupant, any rental or other charges payable by Tenant under this Lease and not timely paid by Tenant, and apply the amount collected to the rental and other charges herein reserved, but such subletting or assignment, the Tenant in this Sublease collection by Landlord shall remain directly and primarily liable for performance not be deemed an acceptance of the terms and conditions assignee, sublessee, or occupant as a tenant, nor a consent to such assignment or sublease or occupancy, nor a release of this Sublease, and Tenant from the Landlord shall have the right to require and demand that the performance by Tenant pay and perform the terms of this Lease. Any surplus monies made above Notwithstanding the Sublease forgoing paragraph, Tenant may assign all or a part of this Lease, or sublease all or assignment basis shall be paid part of the Premises, to (a) any corporation which has the Landlord. power to direct Tenant's share management and operation, or any corporation whose management and operation is controlled by Tenant, or (b) any corporation a majority of said surplus above whose voting stock is owned by Tenant, or (c) any corporation in which or with which Tenant, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations, so long as the liabilities of the corporations participating in such merge or consolidation are assumed by the corporation surviving such merger or created by such consolidation, or (d) any corporation acquiring this Lease and a substantial portion of Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premises, upon receipt of Landlord's and Overlandlord's consent, the Tenant shall pay all reasonable costs and expenses incurred by Landlord and Overlandlord, including reasonable attorney's feesassets.

Assignment; Sublease. Tenant shall not (i) assign not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Sublease Lease or the term and estate hereby grantedany interest hereunder, (ii) or sublet the Sublease Premises or any part thereof of allow thereof, or permit the same to be used or occupied by others or in violation use of the ▇▇▇▇▇▇▇▇▇, or (iii) mortgage, pledge or encumber this Sublease or Premises by any party other than Tenant. If Tenant desires to sublease the Sublease Premises or any part thereof thereof, Tenant shall submit to Landlord a written request for the consent of Landlord to such subletting, which request shall be accompanied by the name and address of the proposed subtenant, a description identifying the space to be sublet, a copy of the fully executed sublease conditioned only upon approval of Landlord, the nature and character of the business of the proposed subtenant, and its proposed use of the Premises, current financial information on the proposed subtenant and such other information as Landlord may request. Consent to any assignment or sublease shall not be unreasonably withheld. The Tenant acknowledges that Landlord is entitled to withhold its consent in any mannerthe event the nature and character of the business of the proposed tenant, without its proposed use of the Premises or the financial condition of the proposed tenant is objectionable or unsatisfactory to Landlord. Any Landlord consent to an assignment or sublease shall not nullify this provision, and all later assignments or subleases shall be made likewise only after the prior written consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Tenant acknowledges and agrees that Landlord may condition its consent to any proposed assignment or sublease upon the agreement of Tenant to pay to Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more excess, if any, of the outstanding ownership interest rentals and other charges to be paid by Tenant’s assignee or assets sublessee under the terms and provisions of such proposed assignment or sublease over the Annual Rent and Additional Rent and other charges to be paid by Tenant to Landlord hereunder. The occupancy of the Premises by any successor firm of the Tenant or by any firm into which or with which the Tenant may become merged or consolidated shall be deemed an assignment hereunderof this Lease requiring the prior written consent of Landlord. If Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no such assignee or sublessee may exercise any expansion option, right of first refusal option, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such assignee of sublessee and Overlandlord Landlord. In no event shall Tenant (1) advertise or publicize in any way the availability of all or part of the Premises without the prior written consent of the Landlord, or (2) advertise or publicize the Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Building is being offered for rent by Landlord. Tenant agrees to pay to Landlord, on demand, all reasonable costs (including attorneys’ fees) incurred by Landlord in connection with any request by Tenant for Landlord’s consent to any assignment or subletting, the subtenant must conform . Landlord may assign this Lease to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting any construction or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance permanent mortgagee (“Mortgagee”) of the terms and conditions Property as additional security for the payment of this Sublease, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of this Lease. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premises, upon receipt of Landlord's and Overlandlord's consent, the Tenant shall pay all reasonable costs and expenses incurred by Landlord and Overlandlord, including reasonable attorney's fees.any loan thereby

Assignment; Sublease. The following revisions shall be made to Paragraph 11 of the Lease: (a) The following is added at the end of Paragraph 11(b) of the Original Lease: “Within ten (10) days after Landlord’s receipt of Tenant’s request for consent to sublease or assignment and receipt of all of the foregoing pertinent information, Landlord shall advise Tenant shall not in writing whether (i) assign Landlord approves of the request for consent to sublease or otherwise transfer this Sublease or the term and estate hereby grantedassignment, (ii) sublet the Sublease Premises or any part thereof of allow the same to be used or occupied by others or in violation Landlord disapproves of the ▇▇▇▇▇▇▇▇▇foregoing request for consent to sublease or assignment, or (iii) mortgageLandlord exercises its rights to recapture under Paragraph 11(c) below. If Landlord fails to respond to Tenant within such ten (10) day period, pledge then Tenant shall provide a second written notice (the “A/S Notice”), which shall provide in bold, all-capital letters as follows: ‘LANDLORD’S FAILURE TO RESPOND TO TENANT’S REQUEST FOR CONSENT TO ASSIGN OR SUBLEASE WITHIN FIVE (5) DAYS AFTER RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LANDLORD’S CONSENT TO THE PROPOSED SUBLEASE OR ASSIGNMENT.’ If Landlord fails to respond to Tenant’s request for consent to sublease or encumber this Sublease or the Sublease Premises or any part thereof in any manner, without the prior consent assign within five (5) days after receipt of the A/S Notice, then Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent to any assignment or subletting, the subtenant must conform to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance of the terms and conditions of this Sublease, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of this Lease. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be have consented to the excess proposed assignment or sublease. In no event shall Tenant publicly advertise any sublease space for a net effective rent that is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size.” (b) Paragraph 11(c) of the rent received by Original Lease shall be amended and restated in its entirety to read as follows: “Other than in connection with a Permitted Transfer (as defined in Paragraph 8 of the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premisesSecond Amendment), upon at any time within fifteen (15) days after Landlord’s receipt of Landlord's the information specified in subparagraph (b) above, Landlord may be written notice to Tenant elect to terminate this Lease as to the portion of the Premises so proposed to be subleased (but only with respect to subleases that are for the balance of the then remaining Lease Term) or assigned, with a proportionate abatement in the Rent payable hereunder.” (c) Paragraph 11(d)(v) of the Original Lease shall be amended and Overlandlord's consentrestated in its entirety to read as follows: “The assignee or sublessee (or any affiliate of the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous three (3) months, or is a current tenant or subtenant within the Tenant Building or Project, and, in either such case, Landlord then has or anticipates that it will soon have space of comparable size available for lease in the Building or Project.” (d) Paragraph 11(d)(vii) of the Original Lease shall pay all reasonable costs be deleted in its entirety and expenses incurred by Landlord replaced with “Intentionally Deleted.” (e) Paragraph 11(d)(viii) of the Original Lease shall be deleted in its entirety and Overlandlord, including reasonable attorney's feesreplaced with “Intentionally Deleted.”

Assignment; Sublease. Tenant shall not (i) assign not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Sublease Lease or the term and estate hereby grantedany interest hereunder, (ii) or sublet the Sublease Premises or any part thereof of allow thereof, or permit the same to be used or occupied by others or in violation use of the ▇▇▇▇▇▇▇▇▇, or (iii) mortgage, pledge or encumber this Sublease or Premises by any party other than Tenant. If Tenant desires to sublease the Sublease Premises or any part thereof thereof, Tenant shall submit to Landlord a written request for the consent of Landlord to such subletting, which request shall be accompanied by the name and address of the proposed subtenant, a description identifying the space to be sublet, a copy of the fully executed sublease conditioned only upon approval of Landlord, the nature and character of the business of the proposed subtenant, and its proposed use of the Premises, current financial information on the proposed subtenant and such other information as Landlord may request. Consent to any assignment or sublease shall not be unreasonably withheld. The Tenant acknowledges that Landlord is entitled to withhold its consent in any mannerthe event the nature and character of the business of the proposed tenant, without its proposed use of the Premises or the financial condition of the proposed tenant is objectionable or unsatisfactory to Landlord. Any Landlord consent to an assignment or sublease shall not nullify this provision, and all later assignments or subleases shall be made likewise only after the prior written consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Tenant acknowledges and agrees that Landlord may condition its consent to any proposed assignment or sublease upon the agreement of Tenant to pay to Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more excess, if any, of the outstanding ownership interest rentals and other charges to be paid by Tenant's assignee or assets sublessee under the terms and provisions of such proposed assignment or sublease over the Annual Rent and Additional Rent and other charges to be paid by Tenant to Landlord hereunder. The occupancy of the Premises by any successor firm of the Tenant or by any firm into which or with which the Tenant may become merged or consolidated shall be deemed an assignment hereunderof this Lease requiring the prior written consent of Landlord. If Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no such assignee or sublessee may exercise any expansion option, right of first refusal option, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such assignee of sublessee and Overlandlord Landlord. In no event shall Tenant (1) advertise or publicize in any way the availability of all or part of the Premises without the prior written consent of the Landlord, or (2) advertise or publicize the Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Building is being offered for rent by Landlord. Tenant agrees to pay to Landlord, on demand, all reasonable costs (including attorneys' fees) incurred by Landlord in connection with any request by Tenant for Landlord's consent to any assignment or subletting, the subtenant must conform . Landlord may assign this Lease to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting any construction or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance permanent mortgagee ("Mortgagee") of the terms and conditions Property as additional security for the payment of this Sublease, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of this Leaseany loan thereby secured. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premises, upon receipt of Landlord's and Overlandlord's consent, If the Tenant shall pay all reasonable costs and expenses incurred have received notice from Landlord or Mortgagee of any such assignment, Tenant shall thereafter give written notice of any breach or failure of performance by Landlord under this Lease to Mortgagee and Overlandlordallow Mortgagee a reasonable period of time to remedy the same. Any breach or failure of performance by Landlord hereunder shall not constitute a default as between Landlord and Tenant until such notice shall have been given. Landlord, including reasonable attorney's feesor its successors and assigns, may assign this Lease to a subsequent purchaser of the Property without the consent or approval of this Tenant, assignee or sublessee.

Assignment; Sublease. (a) Tenant will have the right to assign this Agreement or sublease the Premises and its rights herein, in whole or in part, without Landlord’s consent. Upon notification to Landlord of such assignment, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement to the extent of such assignment. (b) In the event Tenant sublets or licenses space on the Communication Facility to a third party collocator (“Collocator”), Tenant shall remit Twenty percent (20%) of the rent or license fees collected by Tenant from such Collocator (the “Collocator Rent”) to Landlord (the “Landlord’s Revenue Share”). The Collocator Rent shall be negotiated by and between Tenant and Collocator, on terms acceptable to Tenant, in Tenant’s sole discretion. In calculating the amount of Landlord’s Revenue Share, Collocator Rent shall not include (i) assign any payment received by Tenant under the applicable sublease or otherwise transfer this Sublease license for reimbursement of operating expenses or construction costs relating to the term and estate hereby granted, Communication Facility paid by Tenant or (ii) sublet any other payment other than regular recurring rent or license fees. Landlord acknowledges and agrees that Landlord’s Revenue Share may or may not be passed through as a cost to Collocator and in the Sublease Premises or any part thereof of allow event that Landlord’s Revenue Share is passed through as a cost to Collocator, the same shall not be subject to further revenue sharing or markup payable to Landlord. In the event Tenant sublets to more than one Collocator, Tenant shall be used obligated to pay the Landlord’s Revenue Share for each Collocator. Tenant’s obligation to pay Landlord’s Revenue Share to Landlord shall expire or occupied by others or in violation of the ▇▇▇▇▇▇▇▇▇, or (iii) mortgageas applicable, pledge or encumber this Sublease or at such time as the Sublease Premises or any part thereof in any manner, without the prior consent of the Landlord and the Overlandlord. Landlord shall Collocator does not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent pay Collocator Rent to any assignment or subletting, the subtenant must conform to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance of the terms and conditions of this SubleaseTenant, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of this Lease. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month resume, as Additional Rent applicable, if and when a sublease or assignment occurs. Surplus the Collocator resumes paying such recurring Collocator Rent and the Landlord’s Revenue Share shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In the event Tenant shall assign or sublet the premises, upon receipt of Landlord's and Overlandlord's consent, the Tenant shall pay all reasonable costs and expenses incurred by Landlord and Overlandlord, including reasonable attorney's feesprorated for partial periods.

Assignment; Sublease. Tenant shall not (i) assign or otherwise transfer its rights under this Sublease or the term and estate hereby granted, (ii) Lease nor sublet the Sublease Premises whole or any part thereof of allow the same to be used or occupied by others or in violation of the ▇▇▇▇▇▇▇▇▇Premises without Landlord's prior written consent. In the event that Landlord grants such consent, or (iii) mortgage, pledge or encumber this Sublease or Tenant shall remain primarily liable to Landlord for the Sublease Premises or any part thereof in any manner, without payment of all rent and for the prior consent full performance of the obligations under this Lease. Tenant shall be responsible for payment of all reasonable costs incurred by Landlord and the Overlandlordin connection with any such request for Landlord's consent to a proposed assignment or subletting, as provided in Paragraph 11.5. Landlord shall not unreasonably withhold its consentincur any costs related to Tenant’s request in this Section 7.3 without providing Tenant with a written estimate for Tenant’s review and written approval. Any transfer assignment or subletting which does not conform with this Paragraph 7.3 shall be void and a default hereunder. In addition to, but not in limitation of, the foregoing: in the event of twenty-five (25%)percent or more a request by Tenant for Landlord's consent to a proposed assignment of the outstanding ownership interest Lease or assets a proposed subletting Landlord, at Landlord's sole option, may cancel the Lease with respect to the area in question for the proposed term of such sublease. Landlord shall exercise any such option by written notice given to Tenant within thirty (30) days after Landlord's receipt of such request from Tenant, and in each case such termination or cancellation shall take effect as of the date set forth in Tenant's proposed sublease agreement with sublessee. If Landlord exercises any such option to terminate or cancel the Lease, Tenant shall be deemed an assignment hereundersurrender possession of the portion of the Premises to which the termination or cancellation applies on or before the date set forth in Landlord's notice, in accordance with the provisions of this Lease relating to the surrender of the Premises at expiration of the Term. If the Landlord Lease is cancelled as to a portion of the Premises only, Base Rent after the date of such cancellation shall be abated on a pro-rata basis, as determined by Landlord, and Overlandlord Tenant's Percentage shall be proportionally reduced. Landlord's failure to exercise such option to terminate or cancel the Lease shall not be construed as Landlord's consent to any the proposed assignment or subletting. If Landlord allows Tenant to sublease, the subtenant must conform to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance of the terms and conditions of this Sublease, and the Landlord shall have the right to require and demand that the Tenant pay and perform the terms of its obligations under this Lease. Any surplus monies made above Notwithstanding the Sublease foregoing, if Landlord provides notice of intent to cancel or a terminate the portion under consideration for the sublease, Tenant may within five (5) days from receipt of notice rescind its request to sublease and Landlord will have no right to terminate or cancel the space under consideration in the assignment basis or subletting request. Notwithstanding the foregoing, Landlord's consent shall not be paid to the Landlord. Tenant's share of said surplus above the Tenant's current rent will be paid each and every month as Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the excess of the rent received by the Tenant from its sublessees or assignees over the Basic Rent paid by the Tenant. hereunder. In required in the event Tenant shall assign assigns this Lease or sublet subleases the premisesPremises to (i) an affiliate under common control with Tenant, upon receipt or (ii) an entity resulting from a corporate merger, non-bankruptcy reorganization or recapitalization, provided that the net worth of such affiliate or entity is equal to or greater than Tenant's net worth at the time this Lease is signed, as verified by Landlord's and Overlandlord's consent. Additionally, the Tenant shall pay all reasonable costs and expenses incurred by remain liable for its obligations under this Lease. Tenant shall provide Landlord and Overlandlord, including reasonable attorney's feesat least thirty (30) days' written notice of such assignment or sublease.