Common use of Rights and Obligations of Tenant Clause in Contracts

Rights and Obligations of Tenant. (a) Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or in any sublease of the Premises or any part thereof or the rentals payable thereunder. Any such mortgage, pledge or encumbrance, made in violation of this Section 12.1 shall be void. Provided that no Event of Default has occurred and is continuing, and, unless such consent is not required in accordance with the provisions of Section 12.4, with Landlord’s prior written consent, Tenant may sublease the Premises or any portion thereof, or Tenant may assign Tenant’s interest in this Lease; provided, that any such sublease or assignment shall expressly be subject and subordinate to the provisions of this Lease and no such sublease shall permit the subtenant thereunder to pay rent in advance for a period of more than one (1) month, and provided, further, that no such sublease or assignment shall affect or reduce any obligations of Tenant or any rights of Landlord hereunder. All obligations of the then current Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, to the same extent as though no assignment or sublease had been made. If Tenant assigns its interest in this Lease, the assignee shall, in an instrument delivered to Landlord at the time of such assignment, and in form and substance reasonably acceptable to Landlord, expressly assume all the obligations of Tenant hereunder accruing on and after the effective date of the assignment. Tenant shall, within ten (10) days after the execution of any such sublease or assignment, deliver an executed copy thereof to Landlord. No subtenant may further sublease any part of the Premises or assign its interest in the sublease without complying with the terms of this Article 12 as if such subtenant were the Tenant under this Lease. Tenant may list part or all of the Premises with a broker, but neither Tenant nor any broker or agent of Tenant shall publicly advertise the availability of part or all of the Premises without Landlord’s prior written consent to the text of such offer, nor shall Tenant nor any broker or agent of Tenant market part or all of the Premises to other occupants or tenants those buildings in the Park if Landlord or any Affiliate of Landlord has comparable space available for a comparable term within those buildings. Any such public offer shall not specify a rental lower than the then fair market value of the Premises. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (unless such consent is not required in accordance with the provisions of Section 12.4) and any such assignment without the prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease, provided, that a merger, consolidation or similar reorganization of Tenant where Tenant’s obligations are assumed by the successor entity by operation of law shall not be deemed to be a prohibited assignment hereunder. (b) No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease (which shall continue as the obligations of a principal and not of a guarantor or surety) or alter the primary liability of Tenant to pay all Rent and to perform all obligations to be paid and performed by Tenant. The acceptance of Rent by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. (c) Tenant shall, within thirty (30) days after receipt of invoices therefor, reimburse Landlord for reasonable, third-party costs incurred by Landlord, including without limitation attorneys’ fees in investigating the proposed subtenant or assignee; reviewing the proposed assignment or sublease; and negotiating the form of Landlord’s consent; provided such costs shall not exceed $2,500 for any transaction. In addition, Tenant shall pay to Landlord as Additional Rent, within ten (10) days after receipt of payments from a subtenant or assignee, 50% of any “profit” on a subletting or assignment, i.e., the excess of consideration of any type received by Tenant from the subtenant or assignee (other than as a result of the sale of Tenant’s Property, which is expressly excluded), over (in the case of a sublease only) a pro rata portion of the Rent payable by Tenant hereunder, in any event reduced by Tenant’s commercially reasonable third-party costs of effecting the assignment or sublease, including without limitation free rent, marketing costs, work allowances, brokerage and attorneys’ fees and the cost of necessary alterations to the Premises, but excluding lease take-over and comparable costs. The foregoing notwithstanding, Tenant shall not be obligated to pay to Landlord any “profit” with respect to any transaction not requiring Landlord’s consent.

Rights and Obligations of Tenant. (a) Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or in any sublease of the Premises or any part thereof or the rentals payable thereunder. , Any such mortgage, pledge or encumbrance, made in violation of this Section 12.1 shall be void. Provided that no Event of Default has occurred and is continuing, and, unless such consent is not required in accordance with the provisions of Section 12.4, with Landlord’s prior written consent, Tenant may sublease the Premises or any portion thereof, or Tenant may assign Tenant’s interest in this Lease; provided, that any such sublease or assignment shall expressly be subject and subordinate to the provisions of this Lease and no such sublease shall permit the subtenant thereunder to pay rent in advance for a period of more than one (1) month, and provided, further, that no such sublease or assignment shall affect or reduce any obligations of Tenant or any rights of Landlord hereunder. All obligations of the then current Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, to the same extent as though no assignment or sublease had been made. If Tenant assigns its interest in this Lease, the assignee shall, in an instrument delivered to Landlord at the time of such assignment, and in form and substance reasonably acceptable to Landlord, expressly assume all the obligations of Tenant hereunder accruing on and after the effective date of the assignment. Tenant shall, within ten (10) days after the execution of any such sublease or assignment, deliver an executed copy thereof to Landlord. No subtenant may further sublease any part of the Premises or assign its interest in the sublease without complying with the terms of this Article 12 as if such subtenant were the Tenant under this Lease. Tenant may list part or all of the Premises with a broker, but neither Tenant nor any broker or agent of Tenant shall publicly advertise the availability of part or all of the Premises without Landlord’s prior written consent to the text of such offeroffer and of any brochures, flyers or similar marketing materials, which consent shall not be unreasonably withheld and shall be deemed given if Landlord does not provide Tenant with written objection thereto together with the reasons therefor within three (3) Business Days following Landlord’s receipt of such materials, nor shall Tenant nor any broker or agent of Tenant market part or all of the Premises to other occupants or tenants those buildings in of the Park if Landlord or any Affiliate of Landlord has comparable space available for a comparable term within those buildingsbuildings in the Park designated as S-0, X-0, X-0 or S-5. Any such public offer shall not specify a rental lower than the then fair market value of the Premises. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (unless such consent is not required in accordance with the provisions of Section 12.4) and any such assignment without the prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease, provided, that a merger, consolidation or similar reorganization of Tenant where Tenant’s obligations are assumed by the successor entity by operation of law shall not be deemed to be a prohibited assignment hereunder. (b) No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease (which shall continue as the obligations of a principal and not of a guarantor or surety) or alter the primary liability of Tenant to pay all Rent and to perform all obligations to be paid and performed by Tenant. The acceptance of Rent by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. (c) Tenant shall, within thirty (30) days after receipt of invoices therefor, reimburse Landlord for reasonable, third-party costs incurred by Landlord, including without limitation attorneys’ fees in investigating the proposed subtenant or assignee; reviewing the proposed assignment or sublease; and negotiating the form of Landlord’s consent; provided such costs shall not exceed $2,500 for any transaction. In addition, Tenant shall pay to Landlord as Additional Rent, within ten (10) days after receipt of payments from a subtenant or assignee, 50% of any “"profit” on a subletting or assignment, i.e., the excess of consideration of any type received by Tenant from the subtenant or assignee (other than as a result of the sale of Tenant’s Property, which is expressly excluded), over (in the case of a sublease only) a pro rata portion of the Rent payable by Tenant hereunder, in any event reduced by Tenant’s commercially reasonable third-party costs of effecting the assignment or sublease, including without limitation free rent, marketing costs, work allowances, brokerage and attorneys’ fees and the cost of necessary alterations to the Premises, but excluding lease take-over and comparable costs. , The foregoing notwithstanding, Tenant shall not be obligated to pay to Landlord any “"profit” " with respect to any transaction not requiring Landlord’s consent.

Rights and Obligations of Tenant. (a) Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or in any sublease of the Premises or any part thereof or the rentals payable thereunder. Any such mortgage, pledge or encumbrance, made in violation of this Section 12.1 shall be void. Provided that no Material Event of Default has occurred and is continuing, and, unless such consent is not required in accordance with the provisions of Section 12.4, with Landlord’s prior written consent, Tenant may sublease the Premises or any portion thereofthereof without Landlord’s consent, or and the interest of Tenant may assign Tenant’s interest in this Lease; providedLease may be assigned without Landlord’s consent, provided that any such sublease or assignment shall expressly be subject and subordinate to the provisions of this Lease and no such sublease shall permit the subtenant tenant thereunder to pay rent in advance for a period of more than one (1) month, and provided, further, that no such sublease or assignment shall affect or reduce any obligations of Tenant or any rights of Landlord hereunder. All , and all obligations of the then current Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, to the same extent as though no assignment or sublease had been made. If Tenant assigns its interest in this Lease, the assignee shall, in an instrument delivered to Landlord at the time of such assignment, and in form and substance reasonably acceptable to Landlord, expressly assume all the obligations of Tenant hereunder accruing on from and after the effective date of the such assignment. Tenant shall, within ten (10) days after the execution of any such sublease or assignment, deliver an executed copy thereof to Landlord. No subtenant may further sublease any part of the Premises or assign its interest in the sublease without complying with the terms of this Article 12 as if such subtenant were the Tenant under this Lease. Tenant may list part or all of the Premises with a broker, but neither Tenant nor any broker or agent of Tenant shall publicly advertise the availability of part or all of the Premises without Landlord’s prior written consent to the text of such offer, nor shall Tenant nor any broker or agent of Tenant market part or all of the Premises to other occupants or tenants those buildings in the Park if Landlord or any Affiliate of Landlord has comparable space available for a comparable term within those buildings. Any such public offer shall not specify a rental lower than the then fair market value of the Premises. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (unless such consent is not required in accordance with the provisions of Section 12.4) and any such assignment without the prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease, provided, that a merger, consolidation or similar reorganization of Tenant where Tenant’s obligations are assumed by the successor entity by operation of law shall not be deemed to be a prohibited assignment hereunder. (b) No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease (which shall continue as the obligations of a principal and not of a guarantor or surety) or alter the primary liability of Tenant to pay all Rent and to perform all obligations to be paid and performed by Tenant. The acceptance of Rent by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. (c) Landlord and Tenant shallacknowledge and agree that the tenants of Landlord leasing space in the Building as of the date hereof (‘“Existing Tenants”) pursuant to the leases and licenses listed on Exhibit E (“Existing Leases”), within thirty (30) days have become subtenants and/or licensees of Tenant from and after receipt of invoices thereforthe Commencement Date. Landlord has assigned such Existing Leases to Tenant, reimburse Landlord for reasonableand Tenant has assumed Landlord’s obligations accruing under the Existing Leases after the date hereof, third-party costs incurred by pursuant to assignment and assumption agreements entered into among Landlord, including without limitation attorneys’ fees in investigating Tenant and the proposed subtenant or assignee; reviewing the proposed assignment or sublease; and negotiating the form of Landlord’s consent; provided such costs shall not exceed $2,500 for any transactionExisting Tenants. In addition, Tenant shall pay to Landlord as Additional Rent, within ten (10) days after receipt of payments from a subtenant or assignee, 50% of any “profit” on a subletting or assignment, i.e., connection with the excess of consideration of any type received by Tenant from the subtenant or assignee (other than as a result assignment of the sale Existing Leases to Tenant, Landlord has delivered all security deposits under the Existing Leases to Tenant and any letters of credit under such Existing Leases have been transferred to Tenant’s Property, which is expressly excluded), over . (d) Landlord and Lender shall grant a Sublease SNDA (substantially in the case of forms attached hereto as Exhibit N (a sublease only“Landlord SNDA”) and Exhibit O (a pro rata portion of the Rent payable by Tenant hereunder, in any event reduced by Tenant’s commercially reasonable third-party costs of effecting the assignment or sublease, including without limitation free rent, marketing costs, work allowances, brokerage and attorneys’ fees and the cost of necessary alterations to the Premises, but excluding lease take-over and comparable costs. The foregoing notwithstanding, Tenant shall not be obligated to pay to Landlord any “profit” with respect Mortgagee SNDA”)) to any transaction not requiring Landlord’s consent.Subtenant which enters into an Eligible Sublease. For purposes hereof, “Eligible Sublease” shall mean a Sublease on usual and customary terms meeting the following conditions:

Rights and Obligations of Tenant. (a) Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or in any sublease of the Premises or any part thereof or the rentals payable thereunder. Any such mortgage, pledge or encumbrance, made in violation of this Section 12.1 shall be void. Provided that no Event of Default has occurred and is continuing, and, unless such consent is not required in accordance with the provisions of Section 12.4, with Landlord’s prior written consent, Tenant may (i) sublease the Premises or any portion thereofthereof without Landlord’s consent provided that the subtenant is appropriate for a Class A office building and will not denigrate the reputation or value of the Building, or (ii) assign this Lease to an Affiliate of Tenant may assign or Tenant’s interest in Parent or to a purchaser (by merger or otherwise) of all or a substantial portion of the business operations of Tenant or Tenant’s Parent without Landlord’s consent, or (iii) assign this Lease; providedLease to any other party with Landlord’s consent, that any not to be unreasonably withheld. Any such sublease or assignment shall expressly be subject and subordinate to the provisions of this Lease and no such sublease shall permit the subtenant tenant thereunder to pay rent in advance for a period of more than one (1) month, and provided, further, that no such sublease or assignment shall affect or reduce any obligations of Tenant or any rights of Landlord hereunder. All , and all obligations of the then current Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, to the same extent as though no assignment or sublease had been made. If Tenant assigns its interest in this Lease, the assignee shall, in an instrument delivered to Landlord at the time of such assignment, and in form and substance reasonably acceptable to Landlord, expressly assume all the obligations of Tenant hereunder accruing on and after the effective date of the assignmenthereunder. Tenant shall, within ten (10) days Business Days after the execution of any such sublease or assignment, deliver an executed copy thereof to Landlord. No subtenant may further sublease any part of the Premises or assign its interest in the sublease without complying with the terms of Except as set forth above, this Article 12 as if such subtenant were the Tenant under this Lease. Tenant may list part or all of the Premises with a broker, but neither Tenant nor any broker or agent of Tenant shall publicly advertise the availability of part or all of the Premises without Landlord’s prior written consent to the text of such offer, nor shall Tenant nor any broker or agent of Tenant market part or all of the Premises to other occupants or tenants those buildings in the Park if Landlord or any Affiliate of Landlord has comparable space available for a comparable term within those buildings. Any such public offer shall not specify a rental lower than the then fair market value of the Premises. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (unless such consent is not required in accordance with the provisions of Section 12.4) Landlord, and any such assignment without the prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Leasean Event of Default, provided, that a merger, consolidation or similar reorganization of Tenant where Tenant’s obligations are assumed by the successor entity by operation of law shall not be deemed to be an assignment hereunder provided that such successor entity has a prohibited assignment hereunder. (b) No assignment net worth at least equal to the net worth of Tenant at the time of the acquisition. Notwithstanding the foregoing or sublease whatsoever shall release Tenant from anything to the contrary in this Lease, Landlord hereby consents to the proposed merger of Tenant’s obligations Parent and liabilities under this Lease TCF Financial Corp. (which shall continue as the obligations of a principal “Proposed Merger ”) and not of a guarantor agrees that such merger and any transactions directly related thereto or surety) or alter the primary liability of Tenant to pay all Rent and to perform all obligations to be paid and performed by Tenant. The acceptance of Rent by Landlord from any other person or entity resulting therefrom shall not be deemed to be a waiver by Landlord of any provision violate the terms of this Lease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. (c) Tenant shall, within thirty (30) days after receipt of invoices therefor, reimburse Landlord for reasonable, third-party costs incurred by Landlord, including without limitation attorneys’ fees in investigating the proposed subtenant or assignee; reviewing the proposed assignment or sublease; and negotiating the form of Landlord’s consent; provided such costs shall not exceed $2,500 for any transaction. In addition, Tenant shall pay to Landlord as Additional Rent, within ten (10) days after receipt of payments from a subtenant or assignee, 50% of any “profit” on a subletting or assignment, i.e., the excess of consideration of any type received by Tenant from the subtenant or assignee (other than as a result of the sale of Tenant’s Property, which is expressly excluded), over (in the case of a sublease only) a pro rata portion of the Rent payable by Tenant hereunder, in any event reduced by Tenant’s commercially reasonable third-party costs of effecting the assignment or sublease, including without limitation free rent, marketing costs, work allowances, brokerage and attorneys’ fees and the cost of necessary alterations to the Premises, but excluding lease take-over and comparable costs. The foregoing notwithstanding, Tenant shall not be obligated to pay to Landlord any “profit” with respect to any transaction not requiring Landlord’s consent.