Common use of By Tenant Clause in Contracts

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not have the right to assign this Lease or further sublet the Leased Premises all or any portion thereof or assign its interest in this Leasepart of the Premises, whether voluntarily or by operation subject to the consent of LawLandlord, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting , conditioned or assignment without Landlord’s prior written consent (except delayed, and the payment to Landlord of a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under $2,500 fee to defray the terms of this Lease. The acceptance of rent expenses incurred by Landlord from in connection with the review, processing or preparation of any person documentation in connection with an assignment or entity other than Tenantsublease. Notwithstanding the foregoing, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be have unreasonably withheld its consent if the proposed assignee operates substantially the same business as Tenant and has a waiver by Landlord of any provision of this Article net worth equal to or this Lease or greater than Tenant. Further notwithstanding the foregoing, Tenant shall have the right to be a consent to any subletting by Tenant sublet all or any assignment portion of the Premises or assign Tenant’s interest in this Lease to: (a) a subsidiary, affiliate, parent or other entity to Tenant which controls, is controlled by, or is under common control with, Tenant; (b) a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (c) a purchaser of all or any significant portion of Tenant’s stock or assets (the foregoing hereinafter collectively known as a “Permitted Transferee”), without the consent of Landlord. Tenant shall, however, give notice to Landlord of an assignment or subletting to a Permitted Transferee at least ten (10) days prior to the effective date of such assignment or subletting. In the event Landlord consents to an assignment, then Tenant shall be released from this Lease. Without limiting the circumstances in which it may be reasonable for affecting any of its other obligations under this Lease, Tenant will pay Landlord to withhold its consent to as additional rent one-half of any sums or other economic consideration that (a) are received by Tenant as a result of an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) exceed in total the use sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior subject to the such assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2sublease).

By Tenant. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this paragraph as “Tenant”): A. Except as otherwise provided in connection with a Permitted Transferthis Article 14, Tenant shall not sublet do any of the Leased Premises or any portion thereof or assign its interest in this Leasefollowing (collectively referred to herein as “Transfer”), whether voluntarily voluntarily, involuntarily, or by operation of Lawlaw, without Landlord’s the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign or otherwise transfer its interest in this Lease or in the Leased Premises; (ii) sublet all or any part of the Leased Premises or allow it to be sublet, occupied, or used by any person or entity other than Tenant; (iii) transfer any right appurtenant to this Lease or the Leased Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) materially amend or modify a sublease or other transfer that has been previously approved by Landlord in a manner that increases the space that is the subject of the sublease or that extends the sublease term or other transfer or that changes the identity of the subtenant or transferee. Tenant shall reimburse Landlord for all reasonable costs and attorney’s fees actually incurred by Landlord in connection with the processing and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted; provided, however, that such cost and attorneys’ fees shall not exceed $5,000. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in form reasonably approved by Landlord, (ii) is consistent with the terms and conditions as stated in Tenant’s notice given to Landlord pursuant to subparagraph B, below, and (iii) in the event of an assignment, contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted subletting or assignment Transfer without Landlord’s prior written consent (except shall constitute a Permitted Transfer), breach of this Lease by Tenant and shall be voidable at Landlord’s electionoption. Xxxxxxxx’s consent to any one Transfer shall not constitute a waiver of the provisions of this paragraph as to any subsequent transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall constitute a default relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant under the terms of this Leasehereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or nor to be a consent to any subletting by Transfer. B. Tenant or shall give Landlord prior written notice of any assignment of Tenantdesired Transfer that requires Landlord’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord approval and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does terms of such Transfer including but not meet limited to (i) the credit standards applied by Landlord at the time name and legal composition of the proposed assignmentTransferee; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (hii) in the case of a subletting an assignment of less than the entire Leased PremisesLease, an audited financial statement, if the subletting would result in the division of any floor available, or an unaudited financial statement if an audited statement is not available, of the Building into more than two subleased parcels or would require improvements Transferee (provided that such obligation shall not apply to a Transferee whose stock is traded on a public stock exchange); and (iii) the nature of the proposed Transferee’s business to be made outside of carried on in the Leased Premises; . Tenant’s notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information required by this subparagraph. C. In the event that Tenant seeks to make any Transfer that requires Landlord’s approval, Landlord shall notify Tenant of Landlord’s approval or disapproval of the Transfer by giving Tenant written notice within eight (i) 8) Business Days after Xxxxxx’s notice of intent to Transfer has been given to Landlord. In the proposed transferee is an existing tenant event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such period, and in the Building event Landlord’s failure to respond continues for a period of two (2) Business Days following Landlord’s receipt of a second written notice from Tenant which notifies Landlord of Landlord’s failure to respond and reminds Landlord of the Landlord at that time has comparable available space for lease in the Building. 7.2deemed approval provisions of this

By Tenant. Except in connection with a Permitted Transferas provided below, Tenant shall not assign this Lease or any interest herein and shall not sublet the Leased Premises or any portion part thereof or assign its interest in this Leaseany right or privilege appurtenant thereto, whether voluntarily or by operation of Lawsuffer any other person to occupy or use the Leased Premises or any portion thereof, without Landlord’s prior first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted Landlord agrees not to withhold consent to any such assignment of this Lease or subletting of the entire Leased Premises provided that Tenant requests the same in writing and provided that (i) at the time thereof, Tenant is not in Default under this Lease, (ii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Leased Premises and financial responsibility of the proposed assignee or assignment without sublessee, are satisfactory to Landlord, (iii) any assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s prior written consent part to be performed, or in the case of a sublease of less than all of the Leased Premises, assume such obligations with respect to the relevant portion of the Leased Premises, (except a Permitted Transfer)iv) such consent, at Landlord’s electionif given, shall constitute a default by not release Tenant or any guarantor of Tenant’s obligation hereunder of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums provided to be paid under the terms and conditions of this Lease. The acceptance of rent by Landlord from any person such assignment or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation sublease which are in excess of the provisions sum of the amounts otherwise required to be paid pursuant to this paragraphLease after deduction of reasonable commissions, legal fees and improvement costs paid by Tenant in connection with such assignment or sublease, (vi) a consent to one assignment or subletting shall not be deemed to be a waiver consent to any subsequent assignment or subletting, (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting, (viii) Tenant shall remain responsible for the performance of all covenants and provisions of this Lease, and (ix) Tenant reimburses Landlord for all of Landlord’s actual out-of-pocket expenses incurred in connection with such assignment or subletting which shall be no more than $2,000.00. Whether or not such conditions to assignment or subletting are met, Landlord, at its sole option, may elect to (x) terminate this Lease in the case of an assignment, or, (y) in the event of a sublease, the term of which ends during the last year of the Term and which covers all or substantially all the Leased Premises, terminate this Lease as of the date of the proposed assignment or commencement date of the proposed sublease, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant given within twenty (20) days of receipt by Landlord of any provision of this Article Tenant’s request for such consent to assign or sublet. If Landlord elects to terminate this Lease in accordance with the foregoing sentence, then Landlord may lease the relevant portion of the Leased Premises to the sublessee or to be a consent to any subletting assignee proposed by Tenant or any other person or entity. Any assignment or subletting or occupancy without Landlord’s prior written consent shall be void and, at the option of Tenant’s interest in Landlord, shall constitute a Default under this Lease. Without limiting If the circumstances in which it may be reasonable for Lease is not terminated, then Landlord shall deliver to withhold Tenant, within twenty (20) days following Tenant’s request, its consent to such assignment, sublease or occupancy or its disapproval (if reasonable). Except as provided below, neither this Lease nor any interest herein shall be assignable as to the interest of Tenant by operation of law without consent of Landlord, which consent shall be subject to each of the standards set forth in this Section 12.1. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting or occupancy contrary to the provisions of this Section 12.1, then Tenant’s sole remedy shall be to seek an assignment or subletting, injunction in equity to compel Landlord to give its consent and Tenant acknowledge that it shall be reasonable for Landlord expressly waives any right to withhold its consent damages in the following instancesevent of such withholding by Landlord of its consent. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, sublet all or any portion of the Leased Premises or assign the Lease to: (a) the proposed assignee a parent, subsidiary, affiliate, division or sublessee is a governmental agencycorporation controlling, controlled by or under common control with Tenant; (b) the use a successor corporation related to Tenant by merger, consolidation, reorganization or governmental action; or (c) a purchaser of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the Tenant’s leasehold improvements interest in the Leased Premises, or would require increased services by Landlord; provided that (ci) the financial worth transferee or assignee or transferor, shall remain liable for performance of all obligations under this Lease, (ii) Tenant, as assignor or transferor, shall remain liable for performance of all obligations under the Lease, (iii) as of the proposed assignee does not meet date of such transfer, the credit standards applied by Landlord purchaser, assignee, sublessee or transferee shall have the financial ability to perform (in Landlord’s reasonable business judgment) its obligations with respect to this Lease and/or Leased Premises and (iv) at the time of the proposed transfer, sublease or assignment; , Tenant shall not be in default of any of its obligations under the Lease (deach of the foregoing is a “Permitted Transfer”). For the purpose of this Lease, any (w) the proposed assignee sale or sublessee in the ten years prior to the assignment transfer of Tenant’s capital stock through any nationally recognized public exchange, (x) redemption or sublease has filed for bankruptcy protectionissuance of additional stock of any class, has been the subject of an involuntary bankruptcy(y) transaction which causes Tenant, or has been adjudged insolvent; 12 its successor in interest, to be traded on a nationally recognized public exchange, or (ez) Landlord has experienced transaction that occurs when Tenant, or its successor in interest, is traded on a previous default by nationally recognized public exchange, shall not be deemed an assignment, subletting or is in litigation with the proposed assignee or sublessee; (f) the use any other transfer of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside Lease of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or allow it to be assigned, in whole or in part, by operation of Lawlaw or otherwise (including without limitation the sale or transfer of a majority interest in ownership of Tenant), or mortgage or pledge the same, or sublet the Premises, or any part thereof, without Landlord’s the express prior written consent of Landlord, which shall not be unreasonably withheld, and any attempt to do so shall be void and of no effect. Any attempted subletting If Tenant desires to assign or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from sublet all or any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation part of the provisions Premises, it shall inform Landlord in writing at least thirty (30) days in advance of this paragraph, shall not be deemed the date on which Tenant desires to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an make such assignment or subletting, Landlord and Tenant acknowledge sublease that it intends to seek a sublessee or an assignee. Tenant shall be reasonable give Landlord a notice ("TENANT'S NOTICE") stating the name, address and business of the proposed assignee or sublessee, detailed financial references for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) including its most recent audited balance sheet and income statement), the use number of rentable square feet proposed to be sublet, the proposed effective date of the Leased Premises by assignment or sublease, the fixed rent and/or other consideration, written consent from such proposed assignee or sublessee would involve occupancy by to a credit check and any other than a Permitted Use as set forth information Landlord may reasonably require. Tenant shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses incurred in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease connection with Tenant's request for such consent. When Tenant has filed for bankruptcy protection, has been the subject of obtained an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use , Tenant shall provide Landlord with a copy of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease. Within fifteen (15) days after Landlord's receipt of Tenant's proposed assignment or sublease fails to include together with all of the terms and provisions information required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than Tenant's Notice, Landlord shall have the entire Leased Premises, if option to: Cancel the subletting would result in Lease with respect to the division of any floor portion of the Building into more than two subleased parcels or would require improvements Premises proposed to be made outside of the Leased Premisesassigned or sublet; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2or

By Tenant. Except in connection with a Permitted TransferTenant will not mortgage, Tenant shall not sublet the Leased Premises pledge, hypothecate or any portion thereof or assign otherwise encumber its interest in this Lease. Tenant will not allow the Leased Premises to be occupied, whether voluntarily in whole or in part, by operation of Lawany other entity, without Landlord’s prior written consent which shall not be unreasonably withheldand will neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole or in part. Any attempted subletting sublease or assignment without Landlord’s prior written consent (except a Permitted Transfer)shall, at Landlord’s electionoption, be null, void and of no effect, and shall, at Landlord’s option, constitute an event of default. The provisions of this section shall constitute apply to a default transfer, by one or more transfers, of all, or substantially all, of the business or assets of Tenant, of a majority of the stock or partnership interests, or other evidences of ownership, of Tenant, and of any shares, voting rights or ownership interests of Tenant under which results in a change in the terms identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or Notwithstanding the acceptance of rent by Landlord from Tenant with knowledge of a violation of the foregoing provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting7, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is Tenant currently subleases a governmental agency; (b) the use portion of the Leased Premises by to S&T AG (the proposed assignee “Existing Subtenant”), which sublease (the “Existing Sublease”) will be permitted to remain in effect through the Term of this Lease. Upon the Lease Expiration Date, or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1any earlier termination of this Lease, would entail any alterations which would lessen Tenant will be responsible for ensuring that the value Existing Sublease is terminated and the Existing Subtenant vacates and surrenders possession of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use portion of the Leased Premises which is subject to the Existing Sublease in the condition required by this Lease, and Tenant will be liable and responsible for any failure of the Existing Subtenant to do so. Any holdover by the proposed assignee Existing Subtenant will be deemed a holdover by Tenant hereunder. Tenant will not be obligated to pay to Landlord any bonus rent or sublessee will violate any applicable law, ordinance or regulation; (g) similar fees based on the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2Existing Sublease.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent which shall not be unreasonably withheldfirst obtained in accordance with the provisions of this Article 7. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s 's prior written consent (except a Permitted Transfer)consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s 's interest in this Lease. Without limiting Notwithstanding the circumstances in which it may be reasonable for foregoing, however, Landlord to withhold hereby gives its consent to an assignment sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord's participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or subletting, Landlord and Tenant acknowledge that it termination rights under Section 7.3. Such subletting shall be to a reasonable for subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the Landlord, Assignment Consideration and Excess Rentals. Notwithstanding anything to withhold its consent in the following instances: contrary herein, Tenant may, without Landlord's prior written consent, sublet the Leased Premises or assign the Lease to (a) the proposed assignee a subsidiary, affiliate, division or sublessee is a governmental agency; corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's assets located in the use Premises. A sale or transfer of Tenant's capital stock shall not be deemed an assignment, subletting or any other transfer of the Leased Premises by the proposed assignee Lease or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which shall not may be unreasonably withheldwithheld in Landlord’s sole discretion. Any attempted subletting or assignment without Landlord’s prior written consent (except a Permitted Transfer)consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this LeaseLease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting No subletting or assignment, even with the circumstances in which it may consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be reasonable for performed by Tenant hereunder. Consent by Landlord to withhold its consent one or more assignments of Tenant’s interest in this Lease or to an assignment one or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use more sublettings of the Leased Premises by the proposed assignee shall not be deemed to be a consent to any subsequent assignment or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail subletting. No subtenant shall have any alterations which would lessen the value right to assign its sublease or to further sublet any portion of the leasehold improvements in the Leased Premises, sublet premises or would require increased services by Landlord; (c) the financial worth to permit any portion of the proposed assignee does not meet sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the credit standards applied sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord at from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the time sublease or a waiver of the proposed assignment; (d) covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the proposed assignee or sublessee in Closing under the ten years prior Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case conditions of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor Section 9.7.1 of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2Purchase Agreement.

By Tenant. Except as otherwise provided herein, Tenant may not assign, transfer (directly or indirectly, by operation of Law (including merger, change in connection with a Permitted Transfercontrol or consolidation), judicial decree or otherwise), sublet, enter into license or concession agreements or otherwise permit the use by others of the Demised Premises, or any part thereof, or hypothecate or mortgage this Lease or Tenant's interest in and to the Demised Premise without, in each instance, the prior written consent of Landlord, which consent may be withheld or given in Landlord's sole discretion. Notwithstanding the foregoing, Tenant shall not be permitted to sublet the Leased Premises Demised Premises, or any portion thereof part thereof, without Landlord's prior written consent, provided (i) the subtenant is West Xxxxxxx University of Pennsylvania or another general office use subtenant approved by Landlord, such approval not unreasonably withheld or delayed, (ii) Landlord shall not be released from any of its obligations or liability under this Lease; (iii) prior to any such subletting, Tenant provides Landlord with 30 days written notice containing the name of the proposed subtenant and any information concerning the subtenant that Landlord may reasonably request; and (iv) the sublease agreement shall provide for an operating covenant of the subtenant similar to the Operating Covenant in Section 27.22 hereof. Tenant hereby represents and warrants to Landlord that it has no current plans to sublet or to otherwise vacate the Demised Premises. Tenant shall not mortgage, pledge or otherwise encumber or grant any security interest in this Lease or in the Demised Premises. Notwithstanding the foregoing, without the prior written consent of Landlord, Tenant may assign its interests in this Lease and the Demised Premises to a successor entity in a bona fide merger or other business combination transaction or to the purchaser of all or substantially all of the assets of Tenant (or Tenant's parent) provided that such surviving or purchasing entity assumes, in writing and in form acceptable to Landlord, all of Tenant's obligations hereunder; provided, however, that no assignment or sublease by Tenant of its interest in this LeaseLease or in the Demised Premises, whether voluntarily with or by operation without the consent of LawLandlord, without Landlord’s prior written consent which shall and whether or not be unreasonably withheld. Any attempted subletting Landlord has accepted the assignee or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s electionsubtenant, shall constitute a default release Tenant from the further performance by Tenant of any of Tenant's obligations under this Lease nor relieve Tenant from obtaining Landlord's consent in accordance with this Section 18.1 for any further assignment or subletting. Tenant and any assignee permitted hereunder shall be jointly and severally liable for all the covenants and obligations of "Tenant" hereunder. In the event an assignee or subtenant is required to pay, directly or indirectly, any amounts or consideration under the terms assignment of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant sublease of the Demised Premises or any assignment portion thereof which are in excess of the amount of Tenant’s interest in this Lease. Without limiting 's obligation to pay Base Rent and Additional Rent for the circumstances in applicable period to which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protectionapplies, has been Tenant shall pay to Landlord all such excess amounts required from the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2subtenant.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not assign or hypothecate this Lease or any interest herein or sublet the Leased Premises or any portion part thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any attempted subletting or assignment without , provided that Landlord’s prior written consent 's determination that (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (ai) the proposed assignee or sublessee is a governmental agency; subtenant would adversely affect the Building, other tenants in the Building, or the image or reputation of the Building, (bii) the use proposed assignee's or subtenant's business would cause a material increase in Operating Expenses, (iii) the financial condition of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premisessubtenant are unacceptable to Landlord, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (div) the proposed assignee tenant's business would be disruptive or sublessee would violate an exclusive use provision contained in any other lease in the ten years prior to the assignment or sublease has filed for bankruptcy protectionBuilding, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (gv) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee tenant is an existing tenant or occupant of Corporate Exchange Buildings IV or V or a person or entity with whom Landlord is negotiating or has negotiated for the lease of space in Corporate Exchange Buildings IV or V, shall be a reasonable basis for withholding consent. No assignment shall be effective, whether or not Landlord's consent is required, unless and until Landlord receives an executed copy of the Building assignment, in recordable form, under which the assignee assumes this Lease and agrees to perform and observe Tenant's covenants and conditions. Tenant may assign this Lease or sublet any portion of the Landlord at Premises without Landlord's consent to any of the following: an affiliate or subsidiary of Tenant; a corporation resulting from the merger or consolidation of Tenant; or a person or entity which acquires Tenant or substantially all the assets of Tenant's business, provided that time has comparable available space for lease in the Buildingacquiring entity's net worth is greater than Tenant's net worth on the Commencement Date. 7.2For the purpose of this Section 15, an "affiliate" shall

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent which shall not be unreasonably withheldfirst obtained in accordance with the provisions of this Article 7. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s 's prior written consent (except a Permitted Transfer)consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s 's interest in this Lease. Without limiting Notwithstanding the circumstances in which it may be reasonable for forgoing, however, Landlord to withhold hereby gives its consent to an assignment sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord's participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or subletting, Landlord and Tenant acknowledge that it termination rights under Section 7.3. Such subletting shall be to a reasonable for subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the Landlord, Assignment Consideration and Excess Rentals. Notwithstanding anything to withhold its consent in the following instances: contrary herein, Tenant may, without Landlord's prior written consent, sublet the Leased Premises or assign the Lease to (a) the proposed assignee a subsidiary, affiliate, division or sublessee is a governmental agency; corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's assets located in the use Premises. A sale or transfer of Tenant's capital stock shall not be deemed an assignment, subletting or any other transfer of the Leased Premises by the proposed assignee Lease or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawmay, without Landlord’s prior written consent consent, assign this Lease or sublet the Leased Premises in whole or in part, or license the use of any portion thereof, all of which shall not be unreasonably withheld. Any attempted subletting or assignment without require the Landlord’s prior written consent (except a Permitted Transferwhich consent shall not be unreasonably withheld), at . Upon Tenant’s request for Landlord’s electionconsent, Tenant shall constitute deliver to Landlord a default by copy of such sublease or assignment. Notwithstanding any assignment or subletting, Tenant under shall remain fully and primarily liable hereunder and shall not be released from performing any of the terms and covenants of this Lease. The acceptance of rent by Landlord from any person If Tenant shall assign or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or transfer its interest in this Lease or to be sublet all or a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use portion of the Leased Premises for rent, charges and/or other consideration (which shall include the assumption by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value subtenant of the leasehold improvements obligation of Tenant to pay rent hereunder) which in the Leased Premises, or would require increased services by Landlord; (c) the financial worth aggregate are in excess of the proposed assignee does not meet Rent due and payable by Tenant under the credit standards applied provisions of this Lease, said excess shall be paid to Landlord promptly upon receipt thereof by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in Tenant. In the case of a any subletting of less than the entire Leased Premises, if rent payable hereunder shall be apportioned, on a rentable square footage basis, between the subletting would result in the division of any floor portion of the Building into more than two subleased parcels or would require improvements to be made outside Premises so sublet and the remaining portion of the Leased Premises; (i) , and if the proposed transferee is an existing tenant rent, charges and other consideration paid in connection with such subletting shall be in excess of the Building and amount of rent so apportioned to the portion of the Leased Premises so sublet, said excess shall be paid to Landlord at that time has comparable available space for lease in the Building. 7.2promptly upon receipt thereof by Tenant.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet (a) Without the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent of Landlord, which shall not be unreasonably withheld. Any attempted subletting , Tenant shall not (1) assign or in any manner transfer this Lease or any estate or interest therein (a transfer will not be deemed to have occurred if the transfer is to another entity whose ownership is at least fifty one percent (51%) identical to the Tenant's current ownership); (2) permit any assignment of this Lease or any estate or interest therein by operation of law; (3) sublet the Premises or any part thereof; (4) grant any license, concession or other right of occupancy of any portion of the Premises; or (5) permit the use of the Premises by any parties other than Tenant, its agents and employees, and any such acts without Landlord’s 's prior written consent (except shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a Permitted Transfer)consent to, or a waiver of Landlord's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at Landlord’s election, shall constitute a default by Tenant all times remain fully responsible and liable for the payment of the Monthly Payments and for compliance with all of Tenant's other obligations under the terms of this Lease. The acceptance If an event of rent default should occur while the Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any person such assignee or entity other than Tenant, sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the acceptance first sentence of rent this subsection (a)) shall be construed to constitute a novation or release of Tenant or any guarantor of Tenant from the further performance of its obligation hereunder. Receipt by Landlord of payments from Tenant with knowledge of a violation any assignee, sublessee or occupant of the provisions of this paragraph, Premises shall not be deemed to be a waiver by Landlord of any provision of this Article or the covenants in this Lease or to be a consent to any subletting by Tenant or any against assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or and subletting, Landlord and or a release of Tenant acknowledge that it under thisLease. Notwithstanding the foregoing, Tenant shall be reasonable for Landlord have no right whatsoever to withhold its consent in the following instances: (a) the proposed assignee sublease all or sublessee is a governmental agency; (b) the use portion of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than subleased premises unless Tenant charges a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or market sublease has filed rent for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2same.

By Tenant. Except in connection with a Permitted Transfer, In the event Tenant shall fail to pay the monthly rental rate within seven (7) days of the date upon which it receives written notice from Landlord that such payment has not sublet the Leased Premises or any portion thereof or assign its interest been made in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under accordance with the terms of this Lease. The acceptance ; or if Tenant is adjudicated a bankrupt; or if Tenant files a petition in bankruptcy under any Section or provision of rent by Landlord from any person the bankruptcy code: or entity other than if an involuntary petition in bankruptcy is filed against Tenant, and same is not withdrawn or dismissed within sixty (60) days from filing thereof, or if a receiver or trustee is appointed for Tenant's property and the acceptance order appointing such receiver or trustee remains in force for thirty (30) days after the entry of rent by Landlord from such order; or if, whether voluntarily or involuntarily, Tenant with knowledge takes advantage of a violation any debtor relief proceedings under any present or future law, reduced payment thereof deferred; or if Tenant makes an assignment for the benefit of the creditors; or if Tenant's effects shall be levied upon or attached under process against Tenant, not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof; or if Tenant shall vacate or abandon the Leased Premises; or if Tenant shall fail to perform or observe any other covenant, agreement, or condition to be performed or kept by the Tenant under the terms and provisions of this paragraphLease, and such failure shall continue for thirty (30) days after written notice thereof has been given by Landlord to the Tenant (unless Tenant cannot cure such defect in thirty (30) days) then in any one of such events, Landlord shall have the right, at the option of the Landlord, then or at any time thereafter while such defaults continue, to elect either: (1) to cure such default or defaults at the expense of Tenant and without prejudice to any other remedies which it might otherwise have, any payment made or expenses incurred by Landlord in curing such default shall bear interest thereon current lending rate or at the legal rate whichever shall be deemed lower, to be a waiver by Landlord of any provision of this Article or this Lease or and become additional rent to be a consent to any subletting paid by Tenant with the next installment of rent becoming due thereafter; or any assignment (2) to re-enter the Leased Premises and dispossess Tenant, with or without an order of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingcourt, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use remove their effects, and take complete possession of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail and then elect to take any alterations which would lessen the value one of the leasehold improvements following actions: (i) declare this Lease forfeited and the term ended; or (ii) elect to continue this Lease in the Leased Premises, full force and effect; or would require increased services by Landlord; (ciii) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior declare Tenant's right to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use possession of the Leased Premises by to be terminated; or (iv) exercise any other remedies or maintain any action permitted under the proposed assignee or sublessee will violate any applicable law. In such re-entry the Landlord may, ordinance or regulationwithout committing trespass, have all persons and Tenant's personal property removed from the Leased Premises. Tenant hereby covenants in such event for itself and all others occupying the Leased Premises under Tenant to peacefully yield up and surrender the Leased Premises to the Landlord. Should Landlord declare either (i) this Lease forfeited and the term ended; (gii) the proposed assignment or sublease fails termination of Tenant's right to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside possession of the Leased Premises; (i) then in any one such events, Landlord shall be entitled to recover from Tenant the proposed transferee is an rent and all other sums due and owing by Tenant to the date of termination, plus the costs of curing all of Tenant's defaults existing tenant at or prior to the date of termination less the reasonable rental value of the Leased Premises for the same period. Should Landlord elect to continue this Lease in the Building full force and the effect, Landlord at that shall waive its right to declare Tenant in default until such time has comparable available space for lease in the Building. 7.2as another such incident of default, as defined herein, occurs again.

By Tenant. Except in connection with a Permitted TransferWithout the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, Tenant shall not sublet the Leased Premises assign or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or sublease this Lease or to be a consent any interest therein, and shall not encumber, hypothecate or otherwise give as security, this Lease or any interest therein. Notwithstanding the foregoing, Tenant may assign its rights and obligations under this Lease to any subletting party acquiring the license for the Station pursuant to prior FCC approval, provided that such acquiring party agrees in writing to assume, be bound by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation comply with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required conditions of this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to be included therein pursuant Landlord to this Article 7; (h) cover reasonable legal and other expenses of Landlord in the case of a subletting of less than the entire Leased Premisesconnection with such assignment, if the subletting would result in the division of any floor shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the Building into more than two subleased parcels or would require improvements to terms, covenants and conditions hereof, except that such Tenant shall be made outside released and discharged of all liability accruing hereunder after the Leased Premises; effective date of such release if (i) assignee as Tenant fully and punctually performs each and all of its obligations hereunder during the proposed transferee is an existing tenant first 12 calendar months next following the effective date of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the Building reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord at that time has comparable available space for lease in the Building. 7.2and Tenant shall be deemed to include their respective heirs, successors and permitted assigns.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheldfirst obtained in accordance with the provisions of this Article 7. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s prior written consent (except a Permitted Transfer)consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s interest in this Lease. Without limiting Notwithstanding the circumstances in which it may be reasonable for forgoing, however, Landlord to withhold hereby gives its consent to an assignment sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord’s participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or subletting, Landlord and Tenant acknowledge that it termination rights under Section 7.3. Such subletting shall be to a reasonable for subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the Landlord, Assignment Consideration and Excess Rentals. Notwithstanding anything to withhold its consent in the following instances: contrary herein, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign the Lease to (a) the proposed assignee a subsidiary, affiliate, division or sublessee is a governmental agency; corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant’s assets located in the use Premises. A sale or transfer of Tenant’s capital stock shall not be deemed an assignment, subletting or any other transfer of the Leased Premises by the proposed assignee Lease or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2.

By Tenant. Except in connection with a Permitted TransferWithout the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, Tenant shall not sublet the Leased Premises assign or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment without Landlord’s prior written consent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or sublease this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingtherein, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use and, except as set forth in Article 1Section 9(i) hereof, would entail shall not encumber, hypothecate or otherwise give as security, this Lease or any alterations which would lessen interest therein. Notwithstanding the value of foregoing, Tenant may assign its rights and obligations under this Lease to any party acquiring the leasehold improvements license for the Station pursuant to prior FCC approval, provided that such acquiring party agrees in the Leased Premiseswriting to assume, or would require increased services be bound by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation and comply with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms and provisions required conditions of this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to be included therein pursuant Landlord to this Article 7; (h) cover reasonable legal and other expenses of Landlord in the case of a subletting of less than the entire Leased Premisesconnection with such assignment, if the subletting would result in the division of any floor shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the Building into more than two subleased parcels or would require improvements to terms, covenants and conditions hereof, except that such Tenant shall be made outside released and discharged of all liability accruing hereunder after the Leased Premises; effective date of such release if (i) assignee as Tenant fully and punctually performs each and all of its obligations hereunder during the proposed transferee is an existing tenant first 12 calendar months next following the effective date of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the Building reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord at that time has comparable available space for lease in the Building. 7.2and Tenant shall be deemed to include their respective heirs, successors and permitted assigns.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises voluntarily assign or any portion thereof encumber, or assign its interest in this Lease---------- permit an assignment to occur voluntarily, whether voluntarily involuntarily or by operation of Lawlaw of, Tenant's interest in this Lease or in the Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Demised Premises, without Landlord’s 's prior written consent, which consent which shall not be unreasonably withheld. Any attempted subletting assignment or assignment sublease without Landlord’s 's prior written consent (except a Permitted Transfer)shall be voidable and, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Leasedefault. The acceptance of rent by Landlord from any person No consent to an assignment or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of sublease shall constitute a violation further waiver of the provisions of this paragraphSection 6.1. Landlord acknowledges that Tenant's interest in the Lease may be assigned to a new entity as part of an overall reorganization of the ownership of the House of Blues enterprises. Notwithstanding the foregoing, this assignment shall not require Landlord's prior written consent if Xxxxx Xxxxxxx remains involved in a meaningful way with the operation of the business of Tenant and as an owner, directly or indirectly, of an interest in Tenant; provided, Landlord shall be deemed to be a waiver by Landlord notified in writing of any provision the occurrence of this Article permitted assignment. If Tenant is an entity (i.e. corporation, partnership, limited liability company, etc.), any dissolution, merger, consolidation or this Lease or to be a consent to any subletting by Tenant or any assignment other reorganization of Tenant’s interest , or the sale or other transfer (in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment one or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (amore transactions) the proposed assignee or sublessee is a governmental agency; (b) the use of at least 51% of the Leased Premises by equity interests of Tenant, or the proposed assignee sale or sublessee would involve occupancy by other than a Permitted Use as set forth transfer (in Article 1, would entail any alterations which would lessen one or more transactions) of at least 51% of the value of the leasehold improvements assets of Tenant, shall be deemed an assignment of this Lease for the purposes of this Section 6.1 and shall be a default by Tenant if Landlord's prior written consent is not obtained; however, notwithstanding the foregoing, these transactions shall not be considered an assignment of this Lease for the purposes of this section 6.1 if Xxxxx Xxxxxxx remains involved in a meaningful way with the Leased Premises, or would require increased services by Landlord; (c) the financial worth operation of the proposed assignee does not meet the credit standards applied by Landlord at the time business of the proposed assignment; (d) the proposed assignee Tenant and as an owner, directly or sublessee in the ten years prior to the assignment or sublease has filed for bankruptcy protectionindirectly, has been the subject of an involuntary bankruptcyinterest in Tenant. This paragraph shall not apply to a corporation the stock of which is publicly traded on a recognized national security exchange or quoted on the NASDAQ National Market System. The Gross Sales (as defined in Section 3.2(c)) of each sublessee, concessionaire or has been adjudged insolvent; 12 (e) Landlord has experienced licensee shall in all cases be a previous default part of Tenant's Gross Sales for the purpose of determining any percentage rent payable by Tenant to Landlord. Notwithstanding a transfer, assignment, sublease, concession or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable lawlicense, ordinance or regulation; (g) the proposed assignment or sublease fails to include all of the terms Tenant shall not be released and provisions required to be included therein pursuant to shall remain primarily liable for Tenant's obligations under this Article 7; (h) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2Lease.

By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent which shall not be unreasonably withheldwithheld or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent (except a Permitted Transfer)consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Landlord's prior written consent (which shall not be unreasonably withheld or delayed) shall be required for all subleases or assignments by any subtenant, sub-subtenant or other occupant of the Leased Premises. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than for a Permitted Use as set forth in Article 1Use, would entail any alterations which would lessen not permitted by the value terms of the leasehold improvements in the Leased Premisesthis Lease, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not meet the credit standards then customarily applied by Landlord at commercial landlords for projects of similar size and use as the time of the proposed assignmentProperty; (d) the proposed assignee or sublessee (or any of its affiliates), in the ten years prior to the assignment or sublease sublease, has filed for bankruptcy protection, has been the subject of an involuntary bankruptcybankruptcy which has not been released within sixty (60) days, or has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by been or is in litigation with the proposed assignee assignee; in Landlord's reasonable judgment, the Leased Premises, or sublesseethe relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails in any material respect to include all of the terms and provisions required to be included therein pursuant to this Article 7; (h) or Tenant is in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division default of any floor material obligation of the Building into more than two subleased parcels Tenant under this Lease which will not be cured prior to or would require improvements to be made outside of the Leased Premises; (i) concurrently with the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2assignment or sublease being effective.