OR SUBLEASE AT LEAST THE FOLLOWING INFORMATION AND MATERIALS (EACH, A "TENANT'S
REQUEST TO ASSIGN OR SUBLET"):
(A) ALL OF THE TERMS OF SAID PROPOSED ASSIGNMENT
OR SUBLEASE, INCLUDING THE PROPOSED EFFECTIVE DATE THEREOF, (B) THE NAME AND
ADDRESS OF EACH PROPOSED ASSIGNEE OR SUBTENANT, (C) THE PORTION OR PORTIONS OF
THE PREMISES AS TO WHICH THE REQUESTED ASSIGNMENT OR SUBLEASE IS PROPOSED TO
APPLY, AND (D) IN THE CASE OF A REQUESTED SUBLEASE, THE FORM OF SUCH PROPOSED
SUBLEASE.
LANDLORD MAY REQUIRE TENANT TO OBTAIN AND SUBMIT CURRENT FINANCIAL
STATEMENTS OF ANY PROPOSED ASSIGNEE OR SUBTENANT.
LANDLORD SHALL THEN HAVE A
PERIOD OF FIVE (5) BUSINESS DAYS FOLLOWING RECEIPT OF TENANT'S REQUEST TO ASSIGN
OR SUBLET WITHIN WHICH TO NOTIFY TENANT IN WRITING WHETHER LANDLORD ELECTS TO
(I) CANCEL AND TERMINATE THIS LEASE AS TO THE SPACE SO AFFECTED AS OF THE
PROPOSED EFFECTIVE DATE SO SPECIFIED BY TENANT IN ITS NOTICE, IN WHICH EVENT
TENANT WILL BE RELIEVED OF ALL OBLIGATIONS UNDER THE LEASE AS TO SUCH SPACE AS
THE DATE SO SPECIFIED BY TENANT; (II) PERMIT TENANT TO ASSIGN THIS LEASE OR
SUBLET SUCH SPACE FOR THE DURATION SPECIFIED BY TENANT IN ITS NOTICE; OR (III)
REJECT THE PROPOSED ASSIGNMENT OR SUBLEASE ON REASONABLE GROUNDS.
IF LANDLORD
FAILS TO NOTIFY TENANT IN WRITING OF LANDLORD'S ELECTION WITHIN FIVE (5)
BUSINESS DAYS OF RECEIPT FROM TENANT OF ALL OF THE INFORMATION AND MATERIALS
REQUIRED IN THIS PARAGRAPH, LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE
PROPOSED ASSIGNMENT OR SUBLEASE.
IF TENANT DESIRES TO ASSIGN THE LEASE OR
SUBLEASE ANY PORTION OF THE PREMISES WHICH UNDER THE TERMS OF THIS ARTICLE 7
REQUIRES LANDLORD'S PRIOR CONSENT OR APPROVAL, THEN TENANT SHALL PAY LANDLORD'S
ACTUAL AND REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND EXPENSES) PAID TO OR INCURRED WITH ANY THIRD PARTY IN
CONNECTION WITH RESPONDING TO TENANT'S REQUEST TO ASSIGN OR SUBLET.
7.4
SUBLETTING. PROVIDED THAT TENANT IS NOT IN
DEFAULT HEREUNDER, TENANT MAY FROM TIME TO TIME SUBLET ALL OR ANY PORTION OF THE
PREMISES TO ANY SUBTENANT WITHOUT LANDLORD'S PRIOR CONSENT, SUBJECT, HOWEVER, TO
EACH OF THE FOLLOWING CONDITIONS BEING FULLY COMPLIED WITH BY TENANT:
(A)
THE SUBTENANT MUST USE THE PREMISES IN
COMPLIANCE WITH THE PROVISIONS SET FORTH IN ARTICLE 9 AND FOR NO OTHER PURPOSE.
(B)
A FULLY EXECUTED SUBLEASE SHALL BE DELIVERED
BY TENANT TO LANDLORD WITHIN THIRTY (30) DAYS OF FULL EXECUTION THEREOF. FAILURE
BY TENANT TO DELIVER A COPY THEREOF TO LANDLORD WITHIN THE ABOVE TIME FRAME
SHALL GIVE LANDLORD, AT ITS OPTION, THE RIGHT TO TERMINATE THE SUBLEASE WHICH
RIGHT OF TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER
RIGHT OR REMEDY OF LANDLORD.
(C)
TENANT, GAIAM, INC., SHALL AT ALL TIMES
REMAIN PRIMARILY LIABLE UNDER THE LEASE. THIS RIGHT TO SUBLET WITHOUT LANDLORD'S
PRIOR CONSENT SHALL BE PERSONAL TO GAIAM, INC., AND SHALL TERMINATE IF GAIAM,
INC. ASSIGNS ITS INTEREST IN THE LEASE IN WHOLE OR IN PART.
12
(D)
NO SUBTENANT