Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. Tenant shall not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises or any part 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 the event the nature and character of the business of the proposed tenant, 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 the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring the prior written consent of Landlord. 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 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. Landlord may assign this Lease to any construction or permanent mortgagee (“Mortgagee”) of the Property as additional security for the payment of any loan thereby

Assignment; Sublease. Tenant shall not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises or any part 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 the event the nature and character of the business of the proposed tenant, 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 following revisions shall be made likewise only 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 the prior written Landlord’s receipt of Tenant’s request for consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by and receipt of all of the foregoing pertinent information, Landlord shall advise Tenant in writing whether (i) Landlord approves of the request for consent to sublease or assignment, (ii) Landlord disapproves of the foregoing request for consent to sublease or assignment, or (iii) Landlord exercises its rights to recapture under Paragraph 11(c) below. If Landlord fails to respond to Tenant within such ten (10) day period, then Tenant shall relieve Tenant of any liability hereunder. Tenant acknowledges and agrees that 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 may condition its fails to respond to Tenant’s request for consent to any sublease or assign within five (5) days after receipt of the A/S Notice, then Landlord shall be deemed to have consented to the proposed assignment or sublease upon the agreement of Tenant to pay to Landlord the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring the prior written consent of Landlord. 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 Landlordsublease. 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.” (1b) advertise or publicize Paragraph 11(c) of the 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 Second Amendment), at any way time within fifteen (15) days after Landlord’s receipt of the availability of all or part 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 without so proposed to be subleased (but only with respect to subleases that are for the prior written consent balance of the Landlordthen 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 restated 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 (2) advertise is a current tenant or publicize subtenant within the Premises Building or Project, and, in either such case, Landlord then has or anticipates that it will soon have space of comparable size available for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space lease in the Building is being offered for rent by Landlord. Tenant agrees to pay to Landlord, on demand, all reasonable costs or Project.” (including attorneys’ feesd) incurred by Landlord in connection with any request by Tenant for Landlord’s consent to any assignment or subletting. Landlord may assign this Lease to any construction or permanent mortgagee (“Mortgagee”Paragraph 11(d)(vii) of the Property as additional security for Original Lease shall be deleted in its entirety and replaced with “Intentionally Deleted.” (e) Paragraph 11(d)(viii) of the payment of any loan therebyOriginal Lease shall be deleted in its entirety and replaced with “Intentionally Deleted.”

Assignment; Sublease. Tenant shall not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises or any part 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 the event the nature and character of the business of the proposed tenant, 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 the excess, if any, of the rentals and other charges to be paid by Tenant’s 's assignee or 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 of this Lease requiring the prior written consent of Landlord. 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 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 's consent to any assignment or subletting. Landlord may assign this Lease to any construction or permanent mortgagee (“"Mortgagee”") of the Property as additional security for the payment of any loan therebythereby secured. If the Tenant shall 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 allow 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, or 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. Tenant shall notnot assign, pledge, mortgage or -------------------- otherwise encumber this lease or sublease any part or all of the Premises without the Landlord's prior written consent, which shall not be unreasonably withheld or delayed, nor shall any transfer of Tenant's interest in the Premises by operation of law occur or be allowed to occur. Notwithstanding Landlord's consent to any of Landlordthe foregoing, assignTenant 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 hereof. Tenant agrees that, hypothecateupon making any permitted assignment or subletting under this Lease, encumber Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or otherwise transfer subletting. As a condition of any assignment or subletting, the assignee and/or subtenant must assume and agree in writing to perform all of the terms, conditions and provisions as contained in this Lease on the Tenant's part to be performed. Landlord's consent to any of the foregoing shall not release or waive the prohibition against it thereafter or constitute a consent to any interest hereunderother assignment, pledge, mortgage, encumbrance, transfer, or sublet sublease. If this Lease be assigned, or if the Premises or any part thereof, thereof be subleased or permit the use of the Premises occupied by any party anybody other than Tenant. If , whether with or without Landlord's consent, Landlord may collect from the assignee, sublessee, or occupant, any rental or other charges payable by Tenant desires under this Lease and not timely paid by Tenant, and apply the amount collected to sublease the Premises rental and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee, or any part thereofoccupant as a tenant, Tenant shall submit to Landlord nor 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 or occupancy, nor a release of Tenant acknowledges that Landlord is entitled to withhold its consent in from the event the nature and character of the business of the proposed tenant, 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 performance 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 the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring the prior written consent of LandlordLease. Notwithstanding the giving by Landlord forgoing paragraph, Tenant may assign all or part of its consent to any assignment this Lease, 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 Landlord. In no event shall Tenant (1) advertise or publicize in any way the availability of all or part of the Premises without Premises, to (a) any corporation which has the prior written consent of the Landlordpower to direct Tenant's management and operation, or any corporation whose management and operation is controlled by Tenant, or (2b) advertise any corporation a majority of whose voting stock is owned by Tenant, or publicize (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 Premises for subletting whether through a brokerliabilities of the corporations participating in such merge or consolidation are assumed by the corporation surviving such merger or created by such consolidation, 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’ feesd) incurred by Landlord in connection with any request by Tenant for Landlord’s consent to any assignment or subletting. Landlord may assign corporation acquiring this Lease to any construction or permanent mortgagee (“Mortgagee”) and a substantial portion of the Property as additional security for the payment of any loan therebyTenant's assets.

Assignment; Sublease. Tenant shall notnot (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 written consent of Landlord, assign, hypothecate, encumber the Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use more of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises outstanding ownership interest or any part 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 the event the nature and character of the business of the proposed tenant, 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 assets of Tenant to pay to Landlord the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring hereunder. If the prior written consent of Landlord. 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 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 Overlandlord consent to any assignment or subletting, the subtenant must conform to all the terms, covenants and conditions of this sublease. Landlord may assign Notwithstanding such subletting or assignment, the Tenant in this Lease to any construction or permanent mortgagee (“Mortgagee”) Sublease shall remain directly and primarily liable for performance of the Property 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 security for Additional Rent if and when a sublease or assignment occurs. Surplus shall be deemed to be the payment excess of any loan therebythe 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, without will have the prior written consent of Landlord, assign, hypothecate, encumber right to assign this Agreement or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises and its rights herein, in whole or any part thereofin 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 submit remit Twenty percent (20%) of the rent or license fees collected by Tenant from such Collocator (the “Collocator Rent”) to Landlord a written request for (the consent of Landlord to such subletting, which request “Landlord’s Revenue Share”). The Collocator Rent shall be accompanied negotiated by and between Tenant and Collocator, on terms acceptable to Tenant, in Tenant’s sole discretion. In calculating 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 amount of Landlord’s Revenue Share, 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 Collocator Rent shall not be unreasonably withheld. The include (i) any payment received by Tenant acknowledges that Landlord is entitled to withhold its consent in under the event the nature and character of the business of the proposed tenant, 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 applicable sublease or assignment license for reimbursement of operating expenses or construction costs relating to the Communication Facility paid by Tenant shall relieve Tenant of or (ii) any liability hereunderother payment other than regular recurring rent or license fees. Tenant Landlord acknowledges and agrees that Landlord Landlord’s Revenue Share may condition its consent or may not be passed through as a cost to any proposed assignment Collocator and in the 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 sublease upon the agreement of Tenant markup payable to pay to Landlord the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring the prior written consent of Landlord. 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 Landlord. In no the event Tenant sublets to more than one Collocator, Tenant shall Tenant (1) advertise or publicize in any way the availability of all or part of the Premises without the prior written consent of be obligated to pay the Landlord, or (2) advertise or publicize the Premises ’s Revenue Share 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 Landlordeach Collocator. Tenant agrees Tenant’s obligation 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 Revenue Share to any assignment Landlord shall expire or subletting. Landlord may assign this Lease ▇▇▇▇▇, as applicable, at such time as the Collocator does not pay Collocator Rent to any construction or permanent mortgagee (“Mortgagee”) of Tenant, and shall resume, as applicable, if and when the Property as additional security Collocator resumes paying such recurring Collocator Rent and the Landlord’s Revenue Share shall be prorated for the payment of any loan therebypartial periods.

Assignment; Sublease. Tenant shall not, without the prior written consent of Landlord, assign, hypothecate, encumber or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. If Tenant desires to sublease the Premises or any part 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 not assign 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 the event the nature and character of the business of the proposed tenant, 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 the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or 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 of this Lease requiring the prior written consent of Landlord. 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 rights under this Lease except in accordance with a separate written agreement entered into directly between such assignee of sublessee and Landlord. In no event shall Tenant (1) advertise nor sublet the whole or publicize in any way the availability of all or part of the Premises without the Landlord's prior written consent consent. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance 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 Landlordobligations under this Lease. Tenant agrees to pay to Landlord, on demand, shall be responsible for payment of all reasonable costs (including attorneys’ fees) incurred by Landlord in connection with any such request for Landlord's consent to a proposed assignment or subletting, as provided in Paragraph 11.5. Landlord shall not incur 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 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 a request by Tenant for Landlord’s 's consent to a proposed assignment of the Lease or 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 surrender 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 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 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 the proposed assignment or subletting. If Landlord allows Tenant to sublease, Tenant shall remain liable for its obligations under this Lease. Notwithstanding the foregoing, if Landlord provides notice of intent to cancel or terminate the portion under consideration for the sublease, Tenant may assign 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 or subletting request. Notwithstanding the foregoing, Landlord's consent shall not be required in the event Tenant assigns this Lease or subleases the Premises to any construction (i) an affiliate under common control with Tenant, or permanent mortgagee (“Mortgagee”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 Property time this Lease is signed, as additional security verified by Landlord. Additionally, Tenant shall remain liable for the payment its obligations under this Lease. Tenant shall provide Landlord at least thirty (30) days' written notice of any loan therebysuch assignment or sublease.

Assignment; Sublease. (a) Tenant shall not, without the prior written consent of Landlord, not assign, hypothecatepledge, encumber mortgage or otherwise transfer or encumber the Premises or this 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 interest hereunderof 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 hereof. Tenant agrees, that upon making any permitted assignment or subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or subletting. As a condition of any assignment or subletting, the assignee or subtenant shall agree in writing satisfactory to Prime Landlord, Landlord and their counsel, to assume, to be bound by, and to perform the 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. If this Lease be assigned or transferred, or sublet if the Premises or any part thereof, thereof be subleased or permit the use of the Premises occupied by any party anybody other than Tenant. If , 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 desires under this Lease, and apply the amount collected to sublease the Premises rental and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or any part thereofoccupant as a tenant, Tenant shall submit to Landlord nor 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 or occupancy, nor a release of Tenant from the performance by Tenant of Tenant’s obligations under this Lease. (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 foregoing transactions) resulting in the transfer of control of Tenant, shall not be unreasonably withhelddeemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section (10). The Tenant acknowledges that Landlord is entitled term “control” as used in this Section (10)(b) means the power to withhold its consent in directly or indirectly direct or cause the direction of the management or policies of Tenant. (c) In the event the nature and character of the business of the proposed tenantany such assignment, its proposed use pledge, mortgage or other transfer or encumbrance of the Premises or the financial condition this Lease, or sublease of any part or all of the proposed tenant is objectionable Premises or unsatisfactory this Lease, or grant of concession or license to conduct operations on the Premises, Tenant shall pay to Landlord. Any Landlord consent to an , as Additional Rent, fifty percent (50%) of all assignment consideration 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 excess rentals (as such terms are defined 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 the excess, if any, Section 7.5 of the rentals and other charges Prime Lease) to be paid by to Tenant or to any other on Tenant’s assignee behalf or sublessee under the terms and provisions of for Tenant’s benefit for 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 of this Lease requiring the prior written consent of Landlord. subletting. (d) Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect anything to the Premisescontrary contained in this Lease, no such assignee or sublessee may exercise any expansion optionTenant shall have the right, right of first refusal optionwithout Landlord’s consent, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such assignee of sublessee and but upon ten (10) days’ prior notice to Landlord. In no event shall Tenant (1) advertise or publicize in any way the availability of , to sublet all or part of the Premises without the prior written consent Premises, assign all or any part of this Lease, to any Permitted Transferee (as defined in Section 7.2(b) of the LandlordPrime 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 (2) advertise or publicize the Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate subtenant is not less than that for which space in the Building is being offered for rent by Landlord. tangible net worth of Tenant agrees as of the effective date of this Lease, and (iii) such sublet or assignment shall be subject to pay to Landlord, on demand, all reasonable costs (including attorneys’ fees) incurred by Landlord in connection with any request by Tenant for obtaining Prime Landlord’s consent to any assignment or subletting. Landlord as may assign this Lease to any construction or permanent mortgagee (“Mortgagee”) of be required under the Property as additional security for the payment of any loan therebyPrime Lease.