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set forth in Tenant's notice, or, in the case of a proposed assignment or sublease, to terminate this Lease with regard to the portion of the Premises proposed to be sublet or assigned. Landlord shall allow Tenant five (5) days from notice of Landlord's exercise of the option to terminate this Lease, to withdraw its proposed assignment or sublease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to the proposed assignee or subtenant on the following further conditions: (a) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld; (b) The assignment or sublease shall be on the same terms set forth in the notice given to landlord; (c) No assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Premises, until (1) an executed counterpart of such assignment or sublease shall have been delivered to Landlord and (2) landlord shall have executed and delivered its consent to such sublease or assignment; (d) No assignee or sublease shall have the right further to assign or sublet without compliance with this Section 4.2.; and (e) Fifty (50%) percent of any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease for the relevant period of the sublease or assignment (prorated to reflect obligations allocable to any portion of the Premises subleased) excluding any real estate brokerage commissions, reasonable attorneys' fees, or Tenant ~y