Lease Assignment Agreement

Exhibit 10.30

ASSIGNMENT OF LEASE

FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, TABERNA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Assignor”) does hereby, effective as of October 24, 2006, sell, assign, convey, transfer, set over and deliver to RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“Assignee”) the entire interest of Assignor in and to the lease of the real property described in Exhibit A hereto (the “Lease”).

Assignee hereby assumes and agrees to perform all the terms, covenants and conditions of the Lease required to be performed by the tenant thereunder from and after the date hereof. Assignor hereby indemnifies and holds Assignee harmless from and against any and all loss, cost, damage, expense (including reasonable attorney’s fees), liability, claims or causes of action existing in favor of or asserted by the landlord under the Lease arising out of or relating to Assignor’s failure to perform any of its obligations as tenant under the Lease prior to the date hereof. Assignee hereby indemnifies and holds Assignor harmless from and against any and all loss, cost, damage, expense (including reasonable attorney’s fees), liability, claims or causes of action existing in favor of or asserted by the landlord under the Lease arising out of or relating to Assignee’s failure to perform any of its obligations as tenant under the Lease on or after the date hereof.

TO HAVE AND TO HOLD the Lease together with the appurtenances and all the estate and rights of Assignor in and to the Lease unto Assignee, its successors and assigns, forever.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of Lease as of this 11 ^th day of December, 2006.

EXHIBIT A

Lease dated as of October 24, 2006 between Brandywine CIRA, L.P., a Delaware limited partnership, as landlord and Taberna Capital Management, LLC, as tenant.

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Exhibit A

BRANDYWINE CIRA, L.P.

Landlord

and

TABERNA CAPITAL MANAGEMENT LLC

Tenant

for Suite 1700

CIRA CENTRE

2929 Arch Street

Philadelphia, Pennsylvania

TABLE OF CONTENTS

EXHIBITS

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LEASE

THIS LEASE (“Lease”) entered into as of the          day of October, 2006, between BRANDYWINE CIRA, L.P., a Delaware limited partnership (“Landlord”), and TABERNA CAPITAL MANAGEMENT LLC, a                      limited liability company with its principal place of business at Cira Centre, 2929 Arch Street, Philadelphia, PA 19104 (“Tenant”).

WITNESSETH

In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

1. SUMMARY OF DEFINED TERMS .

The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below:

(a) “ Building ”: The Building at 2929 Arch Street, Philadelphia, Pennsylvania.

(b) “ Project ”: The Building, the land and all other improvements located at 2929 Arch Street, Philadelphia, Pennsylvania.

(c) “ Premises ”: Suite No. 1700, which shall contain 11,522 rentable square feet per ansi/Boma 1996 measurement standards constituting a portion of the 17 ^th floor of the Building shown on the space plan attached hereto as Exhibit “A ” and made a part hereof.

(d) “ Term ”: For a period commencing on December 1, 2006 and expiring March 31, 2011.

(e) “ Fixed Rent ”:

(f) “ Security Deposit ”: $0

(g) “ Possession Date ”: December 1, 2006

(h) “ Tenant’s Allocated Share ”: 1.58%;

       “ Base Year” 2007

(i) “ Rentable Area ”: Premises 11,522. Building 730,682 ft.

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(j) “ Permitted Uses ”: Tenant’s use of the Premises shall be limited to general office use and storage incidental thereto. Tenant’s rights to use the Premises shall be subject to all applicable laws and governmental rules and regulations and to all reasonable requirements of the insurers of the Building.

(k) “ Broker” : None.

(l) “ Notice Address/Contact ”

(m) “ Tenant’s North American Industry Classification Number ”: 52

(n) “ Additional Rent ”: All sums of money or charges required to be paid by Tenant under this Lease other than Fixed Rent, whether or not such sums or charges are designated as “Additional Rent

(o) “ Rent ”: All Annual Fixed Rent, monthly installments of Annual Fixed Rent, Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease.

2. PREMISES .

Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations set forth herein.

3. TERM .

The Term of this Lease shall commence on December 1, 2006 (the “Commencement Date”). The Term shall expire on March 31, 2011 (“Expiration Date”). The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit “B ”. If Tenant fails to execute or object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord’s determination of such dates shall be deemed accepted.

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4. CONSTRUCTION .

Tenant shall accept the Premises in “AS IS” condition. Landlord shall only be responsible for payment of a maximum cost of $45.00 per rentable square foot for the improvement work (“Tenant Work”) to be performed by Tenant (“Tenant Allowance”), all such costs in excess thereof to be borne by Tenant. Notwithstanding the foregoing, Landlord shall (a) deliver the Premises broom clean, free of any personal property and with all debris removed and (b) deliver the Premises with the floor level within  ¹ / 4 ” over 10 feet in all directions. Landlord shall at Tenant’s request and in any event up to the Tenant Allowance either direct pay to contractors on invoices submitted by Tenant or reimburse Tenant within thirty (30) days of submission of such invoices.

Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date to enter the Premises for the purpose of constructing Tenant’s Work, provided that Tenant, in so doing, shall comply with the following provisions:

(1) Tenant shall first obtain the approval of Landlord of the specific work it proposes to perform and shall furnish Landlord with reasonably detailed plans and specifications. Landlord hereby approves in principle Alterations that are comparable to the build-out in the Cohen Brothers, LLC space adjacent to the Premises, and Landlord hereby agrees that Tenant and Cohen Brothers, LLC shall have the right to join the Premises and the Cohen Brothers, LLC premises, to the extent permitted by Applicable Law. Landlord shall not unreasonably withhold, condition or delay its approval of Tenant’s plans and specifications. Landlord shall provide any comments or objections to Tenant’s first submittal within ten (10) business days from delivery thereof, and shall provide any comments or objections to any resubmittals within three (3) business days. If Landlord fails to respond within such time periods, Landlord shall be deemed to have approved such submittals;

(2) The work shall be performed by responsible contractors and subcontractors who shall not prejudice Landlord’s relationship with Landlord’s contractors or subcontractors or the relationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations, and who shall furnish in advance and maintain in effect workmen’s compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord and Landlord’s contractors and subcontractors as additional insureds) with limits satisfactory to Landlord. Landlord hereby approves the contractors and subcontractors who performed work on the adjoining premises leased to Tenant’s affiliate, Cohen Brothers, LLC, and shall not unreasonably withhold, condition or delay its approval of Tenant’s other contractors and subcontractors.;

(3) Tenant and its contractors and subcontractors shall be solely responsible for the transportation, safekeeping and storage of materials and equipment used in the performance of such work, for the removal of waste and debris resulting therefrom, and for any damage caused by them to any installations or work performed by Landlord’s contractors and subcontractors.

(4) Tenant shall have the right, in common with other tenants in the building to use the loading dock and freight elevator during construction

In the event Tenant completes its Tenant Work and has received a certificate of occupancy Tenant shall be allowed to commence operations within the Premises prior to December 1, 2006 without affecting the Term or triggering the payment of Rent.

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5. FIXED RENT; SECURITY DEPOSIT .

(a) Tenant shall pay to Landlord without notice or demand, and without set-off, the annual Fixed Rent payable in the monthly installments of Fixed Rent as set forth in Article 1(e) , in advance on the first day of each calendar month during the Term by Term by (i) check sent to Landlord, P.O. Box 8538-363, Philadelphia, PA 19171 or (ii) wire transfer of immediately available funds to the account at Wachovia Bank, Salem NJ account no. 2030000359075 ABA #031201467; such transfer to be confirmed by Landlord’s accounting department upon written request by Tenant. All payments must include the following information: Building #150 and Lease #__TBD_. The Lease # will be provided to Tenant in the Confirmation of Lease Term.

(b) In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord within five (5) days after due, Tenant shall also pay as Additional Rent a service and handling charge equal to five (5%) percent of the total payment then due. The aforesaid late fee shall begin to accrue on the initial date of a payment due date, after any grace period granted hereunder. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant.

(c) Rent for any partial month shall be approximately apportioned on a per diem basis.

(d) Tenant shall be required to pay a Security Deposit of $0 under this Lease.

6. ADDITIONAL RENT .

(a) Commencing on January 1, 2008, and in each calendar year or portion thereof thereafter during the Term (as same may be extended), Tenant shall pay to Landlord Tenant’s Allocated Share of the following charges (“ Recognized Expenses ”) in excess of the Recognized Expenses for calendar year 2007, without deduction or set off:

(i) Operating Expenses . “ Operating Expenses ” shall mean all costs and expenditures related to the operation and maintenance of the Building incurred by Landlord, including, by way of example and not limitation: (i) charges for, and taxes on, the furnishing to the Building of water and sewer service, electric energy (but not electricity consumed in tenant premises) and, if the building systems should be converted to receive the same, steam or fuel and other utility services; ((ii) costs of elevator service, Maintenance of the Building, janitorial service and trash removal; (iii) charges for governmental permits; (iv) wages, salaries and benefits of employees of Landlord, or of any management company, who are associated with the Building for such time that their work is solely for the benefit of the Building, and management fees, overhead and expenses consistent with the operation of a first class office building in Philadelphia, Pennsylvania; provided such management fees shall not increase by more than 3% in any year over the prior year; (v) premiums for hazard, rent, liability, environmental, boiler and pressure vessel, worker’s compensation and other insurance; (vi) costs arising under service contracts; (vii) legal, auditing and other professional and consulting fees incurred in connection with operation and Maintenance of the Building and not incurred in connection with leasing or the entity which is Landlord; (viii) costs of replacements but not new improvements (except as otherwise expressly set forth herein); (ix) work required to comply with any future governmental law, ordinance or regulation (unless due to failure to comply with such laws, ordinances or regulations on the date hereof); (x) charges for the Building’s share of the costs of facilities shared with any other property; or (xi) the cost of all other items which under standard accounting practices constitute operating or Maintenance costs which are allocable to the Building or any portion thereof. Operating Expense shall also include all costs and expenses incurred by Landlord for environmental testing, sampling or monitoring required by statute, regulation or order of governmental authority, except any costs or expenses incurred in conjunction with the spilling or depositing of any hazardous substance for which any person or other tenant is legally liable and such person or tenant reimburses Landlord or for which Landlord or its agent is responsible.

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Notwithstanding the foregoing, the term Operating Expenses shall not include any of the following: (i) repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain; (ii) leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof; (iii) costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating space for other tenants or other occupants or vacant space; (iv) depreciation; (v) costs incurred due to a breach by Landlord of the terms and conditions of the lease; (vi) overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials or services, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (vii) interest on debt or amortization payments on any mortgage or any other borrowings and any ground rent; (viii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (ix) expenses resulting from the negligence or willful misconduct of Landlord; (x) any fines or fees for Landlord’s late payments or failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations; (xi) legal, accounting and other expenses related to Landlord’s financing, re-financing, mortgaging or selling the Building or the Project; (xii) taxes; (xiii) costs for acquiring sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building; (xiv) compensation and benefits of executive officers of Landlord or any management company above the level of Building Manager; (xv) commissions payable to leasing brokers; (xvi) charges for any service, supply, utility and/or material supplied to other tenants and not Tenant; (xvii) fees or interest stemming from Landlord’s late payment an any obligation; (xviii) charitable expenditures or (xix) charges due to inconsistent calculation not caused by changes in laws or regulations.

(ii) Operating Expenses may include capital expenditures only in the event that the capital improvement falls within one of the following categories: (i) a labor savings device or improvement which reduces or eliminates any other component of Operating Expenses, but only to the extent of the amount of reduction; or (ii) an improvement which is required by reason of any future law or regulation which is applicable to similar first-class office buildings, provided the entire amount of such capital expenditures shall not be included in Operating Expenses for the calendar year in which they are incurred, but such costs shall be amortized on a straight line basis over the longest useful life of the improvement, without interest. If there shall be leased any capital equipment the cost of which, if purchased, would be included in Operating Expenses, then the rental and other costs paid for such leasing shall be included in Operating Expenses for the calendar years in which they were incurred.

(iii) Taxes . “ Taxes ” shall be defined as all taxes, assessments and other governmental charges, including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and expenses incurred to reduce or prevent an increase in Taxes and real estate tax appeal expenditures incurred by Landlord in good faith. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such or any increase thereof, there shall be levied, assessed or imposed any franchise, income, profit or other tax, however designated, then such other tax shall be deemed to be included within Taxes as defined herein.

Notwithstanding anything in this Lease to the contrary, provided Tenant is eligible for the benefits of the KOIZ legislation, then until the expiration of the KOIZ Period, Recognized Expenses shall not include any Taxes which are abated under the KOIZ Legislation. “KOIZ Legislation” shall mean means, collectively, the Keystone Opportunity Zone and Keystone Opportunity Expansion Zone Act, Act of 1998, P.L. 705, No. 92, as amended,

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Philadelphia Ordinance Chapter 19-3200, as amended, and any and all regulations adopted by the Pennsylvania Department of Community and Economic Development, the Pennsylvania Department of Revenue, the Philadelphia Department of Commerce, the Philadelphia Department of Revenue and the Philadelphia Board of Revision of Taxes, pursuant to or with respect to such act or such ordinance. “KOIZ Period” means the period for such tax abatement under the KOIZ Legislation.

(b) Tenant shall pay, in monthly installments in advance, on account of Tenant’s Allocated Share of Operating Expenses and Taxes, the estimated amount of such Recognized Expenses in excess of the Base Year for each year as determined by Landlord in its reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for such calculation. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a “ Lease Year ”), or part thereof, Landlord may send to Tenant a statement of projected Recognized Expenses (a “ Projection ”) and shall indicate what Tenant’s Allocated Share of Recognized Expenses Taxes in excess of the Expense Stop shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing January 1 of the applicable Lease Year. Until a new Projection is received, payments shall continue at the then current rate. Notwithstanding anything to the contrary in this Article 6 , Landlord agrees that in no event shall “controllable expenses” exceed “controllable expenses” from the prior year by more than five (5%) percent. “Controllable expenses” are such expenses which are contracted for at a set rate and cannot fluctuate during the year, including, without limitation, janitorial and insurance costs, management and administrative fees, and landscaping and security expenses

(c) If during the course of any Lease Year, Landlord shall have reason to believe that the Recognized Expenses shall be different than that upon which the aforesaid projections were originally based, then Landlord, one time in any calendar year, shall be entitled to adjust the amount by reallocating the remaining payments for such year, for the months of the Lease Year which remain for the revised projections, and to advise Tenant of an adjustment in future monthly amounts to the end result that the Recognized Expenses shall be collected on a reasonably current basis each Lease Year.

(d) In calculating the Recognized Expenses as hereinbefore described, if for thirty (30) or more days during any Lease Year including the Base Year less than ninety-five (95%) percent of the Rentable Area of the Building shall have been occupied by tenants, then the Recognized Expenses shall be deemed for such Lease Year to be amounts equal to the Recognized Expenses which would normally be expected to be incurred had such occupancy of the Building been at least ninety-five (95%) percent throughout such year, as reasonably determined by Landlord (i.e., taking into account that certain expenses vary with occupancy ( e.g. , janitorial) and certain expenses do not ( e.g. , landscaping)). Furthermore, if Landlord shall not furnish any item or items of Recognized Expenses to any portions of the Building because such portions are not occupied or because such item is not required by the tenant of such portion of the Building, for the purposes of computing Recognized Expenses, an equitable adjustment shall be made so that the item of Operating Expense in question shall be shared only by tenants actually receiving the benefits thereof.

(e) By April 30 ^th of each Lease Year or as soon thereafter as administratively available, Landlord shall send to Tenant a statement of actual expenses incurred for Recognized Expenses for the prior Lease Year showing the Allocated Share due from Tenant. If Landlord is unable to provide such statements by August 30, Landlord shall be deemed to waive its right to collect any such amounts as Additional Rent. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt.

(f) All Operating Expenses shall be charged at standard rates from the applicable service provider, with reduction on account of volume discounts or preferred vendor rates applicable to Landlord.

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(g) If this Lease terminates other than at the end of a calendar year, Landlord’s annual estimate of Recognized Expenses shall be accepted by the parties as the actual Recognized Expenses for the year the Lease ends until Landlord provides Tenant with actual statements in accordance with subsection 6(e) above.

(h) Subject to the limitations set forth in Article 13 , Tenant agrees to pay to Landlord on demand reasonable and actual attorney’s fees incurred in connection with the processing and documentation of any request for Landlord’s approval or consent in connection with assignment, subletting, change of ownership, or requests by Tenant for non-disturbance agreements or Landlord and/or Lender waivers.

7. ELECTRICITY CHARGES .

(a) Landlord shall furnish or cause to be furnished to the Premises electricity as provided in Article 12 . Tenant shall pay to Landlord, as Additional Rent, within thirty (30) business days of receipt of Landlord’s billing statement therefor, all charges actual incurred by Landlord, or its agent, for electricity, (including, without limitation, the cost for taxes, fuel adjustment charges, transfer charges and other like charges regularly passed on to the consumer by the public utility furnishing electricity to the Building and service, meter reading and billing charges), without markup, such charges to be based upon Tenant’s consumption at the rate that would be charged to Tenant for direct service as measured by Landlord’s meter for the Premises. Landlord has been advised that the rate for electricity shall be the high tension rate and Landlord shall pass through to Tenant only the actual rate assessed. The aforesaid electricity charges shall commence upon delivery to Tenant of the Premises. For purposes of this Article 7, from time to time during the Term, Landlord may enter the Premises to install, maintain, replace or read meters for electricity and/or to evaluate Tenant’s consumption of and demand for electricity.

(b) Landlord has advised Tenant that presently the Philadelphia Electric Company (“Electric Service Provider”) is the utility company selected by Landlord to provide electricity service for the Building. Notwithstanding the foregoing, if permitted by law, Landlord shall have the right at any time and from time to time during the Term to either contract for service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an “Alternate Service Provider”) or continue to contract for service from the Electric Service Provider so long as the same does not adversely affect Tenant or its use of the premises or increase the cost charged to Tenant. Tenant shall reasonably cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, Electric Service Provider, and any Alternate Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring, and any other machinery and conduits within the Premises so long as such access does not materially or unreasonably interfere with Tenant’s use of the premises. Landlord shall in no way be liable or responsible for any loss, damage or expense that Tenant may sustain or incur by reason of any change or temporary failure, interference, disruption, or defect, through no fault of Landlord or its agents, employees or contractors, in the supply or character of the electric energy furnished to the Premises, or if, through no fault of Landlord or its agents, employees or contractors, the quantity or character of the electric energy supplied by the Electric Service Provider or any Alternate Service Provider is temporarily no longer available or suitable for Tenant’s requirements as long as Landlord proceeds with due diligence to correct such situation as promptly as possible. In any event, the provisions of Section 12(b) shall be applicable to such situation

8. SIGNS; USE OF PREMISES AND COMMON AREAS .

(a) Tenant may use and occupy the Premises only for the express and limited purposes stated in Article 1 above as the Permitted Uses and for no other purpose, and Tenant shall be permitted to use such areas of the Building then available and in cooperation with other tenants as reasonably necessary to provide telecommunication and related services to and from the Premises.

(b) No machinery or equipment shall be permitted in the Premises that shall cause vibration, noise or disturbance beyond the Premises.

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(c) Landlord shall provide Tenant with standard identification signage on all Building directories and at the entrance to the Premises, which Premises entrance sign shall contain the names of all the Permitted Assignments or Sublets. No other signs shall be placed, erected or maintained by Tenant at any place upon the Premises, Building or Project. No tenant in the Building, other than retail tenants, will have nonstandard identification signage inside the Building.

(d) Tenant shall not overload any floor or part thereof in the Premises or the Building, including any public corridors or elevators, bringing in, placing, storing, installing or removing any large or heavy articles, and Landlord may prohibit, or may direct and control the location and size of, safes and all other heavy articles, and may require, at Tenant’s sole cost and expense, supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight.

(e) Tenant shall not install in or for the Premises, without Landlord’s prior written approval, any equipment which requires more electric current than a typical office tenant.

(f) Tenant shall not commit or suffer any waste upon the Premises, Building or Project or any nuisance, or do any other act or thing which may disturb the quiet enjoyment of any other tenant in the Building or Project.

9. ENVIRONMENTAL MATTERS .

(a) Hazardous Substances .

(i) Tenant shall not, except as provided in subparagraph (ii) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq ., as the same may from time to time be amended, and the regulations promulgated pursuant thereto (“CERCLA”); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as an “Applicable Environmental Law”).

(ii) Tenant may bring to and use at the Premises hazardous substances incidental to its normal business operations under the NAI Code referenced in article 1(m) above in the quantities reasonably required for Tenant’s normal business consistent with its occupancy pursuant to the Prior Leases and in accordance with Applicable Environmental Laws. Tenant shall store and handle such substances in strict accordance with Applicable Environmental Laws. From time to time promptly following a request to Landlord, Tenant shall provide Landlord with documents identifying the hazardous substances stored or used by Tenant on the Premises and describing the chemical properties of such substances and such other information reasonably requested by Landlord or Tenant. Prior to the expiration or sooner termination of this Lease, Tenant shall remove all hazardous substances from the Premises and shall provide Landlord with an inspection report from an independent environmental engineer certifying that the Premises and the land surrounding the Premises are free of contamination from hazardous substances and hazardous wastes. The provisions of this paragraph shall be personal to Tenant and, in the event Tenant ceases to occupy the Premises, Landlord’s approval to store and use hazardous substances shall automatically terminate.

(iii) Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all attorney’s, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from Tenant’s storage and use of hazardous substances on the Premises including, without limitation, any and all costs incurred by Landlord because of any investigation of the Project or any cleanup, removal or restoration of the

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Project to remove or remediate hazardous or hazardous wastes deposited by Tenant. Without limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to such contamination, or in the alternative take such other remedial steps as may be required by law or recommended by Landlord’s environmental consultant.

(b) NAI Numbers .

(i) Tenant represents and warrants that Tenant’s NAI number as designated in the North American Industry Classification System Manual prepared by the Office of Management and Budget, and as set forth in Article 1(m) hereof, is correct. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article 1(j).

(ii) Except as provided in Article 9(a)(ii), Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of “hazardous substances” or “hazardous waste” as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any “ release ” or “discharge” (as such term is defined under Applicable Environmental Laws) on or about the Premises.

(iii) Tenant shall, at its expense, comply with all requirements of Applicable Environmental Laws pertaining thereto.

(iv) In addition, upon written notice of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Buildings. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant’s activities at the Premises, (2) allow inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement reasonably required by Landlord necessary for the receipt of approvals under Applicable Environmental Laws, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant’s violation of this Article 9. Landlord agrees to reimburse Tenant for reasonable and actual legal fees incurred in complying with the foregoing obligation.

(c) Additional Terms .

(i) In the event of Tenant’s failure to comply in full with this Article, Landlord may, after written notice to Tenant and Tenant’s failure to cure within thirty (30) days of its receipt of such notice, at Landlord’s option, perform any and all of Tenant’s obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right all be deemed to be Additional Rent payable on demand and with interest at the Default Rate.

(ii) The parties acknowledge and agree that Tenant shall not be held responsible for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees, consultants or invitees (in the Premises).

(d) Survival . This Article 9 shall survive the expiration or sooner termination of this Lease.

10. TENANT’S ALTERATIONS .

Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, “Alterations”) of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld. Alterations shall be done at Tenant’s sole cost and expense. Landlord’s consent shall not be required for (i) the installation of any office equipment or fixtures including internal partitions which do not require disturbance of any structural elements or

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systems (other than attachment thereto) within the Building or (ii) minor work, including decorations, which does not require disturbance of any structural elements or systems (other than attachment thereto) within the Building and which costs in the aggregate less than $25,000. If no approval is required or if Landlord approves Tenant’s Alterations and agrees to permit Tenant’s contractors to do the work, Tenant, prior to the commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) general public liability insurance for personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit, (b) statutory workman’s compensation insurance, and (c) employer’s liability insurance from each contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered Pennsylvania architect if such alteration causes the aggregate of all Alterations to be in excess of $25,000; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all sub-contractors in states allowing for such waivers provided the cost of such alteration exceeds $25,000. Any approval by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises shall be and hereby is conditioned upon Tenant’s work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord’s mechanics or their contractors or by any other tenant or their contractors. If at any time any of the workmen or mechanics performing any of Tenant’s work shall be unable to work in harmony or shall interfere with any labor employed by Landlord, other tenants or their respective mechanics and contractors, then the permission granted by Landlord to Tenant permitting Tenant to do or cause any work to be done in or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours written notice to Tenant.

All Alterations (whether temporary or permanent in character) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property upon installation and shall remain on the Premises without compensation to Tenant and Tenant shall not be required to remove standard office Alterations. At Lease termination, all furniture, movable trade fixtures and equipment (excluding telephone, security and communication equipment system wiring and cabling) shall be removed by Tenant and shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to disturb other tenants in the Building. All such installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to disturb other tenants in the Building. If Tenant fails to remove any items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within thirty (30) business days of Tenant’s receipt of an invoice therefor from Landlord.

11. CONSTRUCTION LIENS .

(a) Tenant will not suffer or permit any contractor’s, subcontractor’s or supplier’s lien (a “Construction Lien”) to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within ten (10) days after notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord’s costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate.

(b) Nothing in this Lease, or in any consent to the making of alterations or improvements shall be deemed or construed in any way as constituting authorization by Landlord for the making of any alterations or additions by Tenant within the meaning of 49 P.S. Sections 1101-1902, as amended, or under the Contractor and Subcontractor Payment Act or any amendment thereof, or constituting a request by Landlord, express or implied, to any contractor, subcontractor or supplier for the performance of any labor or the furnishing of any materials for the use or benefit of Landlord.

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12. SERVICES .

(a) Landlord agrees that it shall provide or cause to be provided the following:

(i) HVAC . From and after the Commencement Date, in accordance with standards appropriate for a first-class office building, furnish heat, ventilation and air-conditioning to the Premises during Normal Business Hours, as defined in the following paragraph, subject to the following: (A) Heating and/or air-conditioning supplied to Tenant during times other than Normal Business Hours (“ Off-Hours HVAC ”) required by Tenant shall be supplied upon reasonable prior notice, and shall be paid for by Tenant as Additional Rent within 30 days after Tenant’s receipt of each bill therefore at the rate equal to Landlord’s actual incremental cost thereof (not including any amount for any increased wear and tear, and taking into accounting other simultaneous users of Off-Hours HVAC and the amounts required to be paid by them therefore, which amounts shall never be less, on a cost per hour of use basis, for any tenant in the Building than that charged to Tenant); (B) Landlord shall not be responsible for the failure of the heating or air-conditioning system to meet the aforesaid standards if such failure results from occupancy of the Premises by more than an average of one person for each 209 square feet of rentable space or if Tenant uses equipment and the combined electrical load of Tenant’s equipment and Tenant’s lighting fixtures exceeds 6 watts per square foot of floor area in any one room or area; (C) In addition, if the Premises are used in a manner exceeding the aforementioned occupancy or electric load criteria, Tenant shall pay to Landlord as Additional Rent, within 15 days after Tenant’s receipt of each bill therefor, Landlord’s costs of supplying heating or air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; (D) If, due to the use of the Premises in a manner exceeding the aforementioned occupancy or electrical load criteria or if Tenant has requested and installed a supplemental HVAC system, or due to the arrangement of partitioning or the distribution system within the Premises, impairment of normal operation of the heating or air-conditioning in the Premises results, necessitating changes in the heating or air-conditioning distribution system within the Premises, such changes may be made by Landlord upon request by Tenant, subject to the provisions of Article 12(b) ; Tenant shall pay to Landlord as Additional Rent the cost of any such change within 30 days after Tenant’s receipt of a bill therefor; (E) Tenant agrees at all times to cooperate fully with Landlord and to abide by all the reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the heating and/or air-conditioning system provided same does not materially impact Tenant’s business; (F) The foregoing heating and air-conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be by law required to abide by. Tenant shall be responsible for all cleaning, maintenance, repairs and replacements of supplemental HVAC equipment and facilities.

(ii) Elevators . From and after the Commencement Date, provide passenger elevator service to the Premises during normal business hours (which shall be 7:30 a.m. to 8:00 p.m. Monday through Friday and 8:00 a.m. to 1:00 p.m. Saturdays excluding federally observed holidays “Normal Business Hours”)), with one elevator subject to call at all other times. Provide freight elevator service to the Premises subject to scheduling of elevators and loading docks. by Landlord .

(iii) Access . From and after the Commencement Date, furnish to Tenant’s employees and agents access to the Premises at all times, subject to compliance with such security measures as shall be from time to time in effect for the Building.

(iv) Janitorial . From and after the Commencement Date, provide to the Premises janitorial service for typical office use substantially in accordance with Exhibit “D” . Any and all additional or specialized janitorial service desired by Tenant shall be contracted for by Tenant directly with Landlord’s janitorial contractor at reasonably competitive rates and the cost and payment thereof shall be the sole responsibility of Tenant.

(v) Water . From and after the Commencement Date, provide water for drinking, and lavatory and toilet fixtures at the Building core and in the Premises.

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(vi) Public Areas . From and after the Commencement Date, keep and maintain the public areas of the Building clean and in good working order, and the sidewalks adjoining the Building in good repair and reasonably free from accumulations of snow and ice.

(vii) Security . From and after the Commencement Date, provide a security program for the Building in accordance with first class office buildings in the Philadelphia Pennsylvania area.

(viii) Electricity . At Tenant’s cost as set forth in Article 7 , from and after the date hereof, furnish electric energy as required by Tenant for general light and power use in the Premises up to 6 watts per square foot of the Premises and the electric energy required by Tenant for distribution of the Building heating, ventilation and air-conditioning systems to the Premises, all subject to the following:

(a) Tenant agrees, to the extent (if any) in the future required by the Pennsylvania Public Utility Commission or federal or state law as a necessary condition to the supply of electric energy to the Premises, to become a metered customer of such public utility.

(b) Tenant’s use of electric energy in the Premises shall not at any time exceed the capacity of any of the electrical conductors and equipment in or serving the Premises. In the event that Tenant shall require electric energy for use in the Premises (exclusive of such electric energy as is required for distribution of the heating, ventilating and air-conditioning systems to the Premises) in excess of that to be provided as set forth above, and if, in Landlord’s sole judgment, Landlord’s facilities are inadequate for such additional requirements and if electric energy for such additional requirements is available to Landlord, Landlord, upon written request and at the cost and expense of Tenant, will furnish and install such additional wires, risers, conduits, feeders, switchboards and circuit panels as reasonably may be required to supply such additional requirements of Tenant, provided (x) that the same shall be permitted by applicable laws and insurance regulations, (y) that, in Landlord’s sole judgment, the same are necessary and will not cause damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with or disturb other tenants or occupants and (z) that Tenant, at Tenant’s expense, shall, concurrently with the making of such written request, execute and deliver to Landlord Tenant’s written undertaking, with a surety and in form and substance satisfactory to Landlord, obligating Tenant to fully and promptly pay the entire cost and expense of so furnishing and installing any such additional wires, risers, conduits, feeders, switchboards, and/or circuit panels, subject to Article 12(b) .

(c) Tenant shall not install any equipment of any kind whatsoever which might necessitate any changes, replacements or additions to any of the heating, ventilating, air-conditioning, electric, sanitary, elevator or other systems serving the Premises or any other portion of the Building, or to any of the services required of Landlord under this Lease, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, and in the event such consent is granted, such replacements, changes or additions shall be paid for by Tenant at Tenant’s sole and exclusive expense. At the expiration or earlier termination of the Term, Tenant shall pay Landlord’s cost of restoring such systems to their condition prior to such replacements, changes or additions. Without limiting the foregoing, no telecommunication carrier shall have the right to do any work for Tenant or use any space or facilities in the Building without Landlord’s prior written consent and such carrier, Landlord and Tenant entering into a License Agreement and Amendment to Lease in form and content acceptable to Landlord pursuant to which Landlord will permit access subject to its then current rates and procedures for use of equipment areas, risers and other facilities in the Building.

(b) If any of the services provided for in Article 12 or telecommunications (including equipment and personnel for any of the foregoing) are interrupted or stopped or if there is a defect in supply, character of, adequacy or quality of any of such services (collectively, a “ Failure ”), Landlord will use reasonable diligence to resume the service and correct the Failure; provided, however, no Failure of any of these services will create any liability for Landlord (including, without limitation, any liability for damages to Tenant’s personal

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property caused by any such Failure), constitute an actual or constructive eviction or, except as expressly provided below, cause any abatement of the Rent payable under this Lease or in any manner or for any purpose relieve Tenant from any of its obligations under this Lease. If, due to reasons within Landlord’s reasonable control, any of the services required to be provided by Landlord under Article 12 should become subject to a Failure and should remain subject to a Failure for a period in excess of 72 hours after notice of such Failure from Tenant to Landlord, and if such Failure should render all or any portion of the Premises untenantable so that Tenant is actually unable to use any or all of the Premises for the normal conduct of its business (“ Untenantable ”), then commencing upon the expiration of such 72 hour period, Tenant’s Rent will equitably abate in proportion to the portion of the Premises so rendered Untenantable for so long as such services remain subject to the Failure for such reasons. Without limiting those reasons for a Failure that may be beyond Landlord’s reasonable control, any such Failure due to the following will be deemed caused by a reason beyond Landlord’s control: (i) that is required in order to comply with any laws, ordinances or requests from governmental authorities; (ii) any casualty; (iii) an accident; (iv) an emergency; (v) shortages of labor or materials; or (vi) any other causes of any kind whatsoever that are beyond the control of Landlord, including, but not limited to: (A) lack of access to the Building or the Premises (which shall include, but not be limited to, the lack of access to the Building or the Premises when it or they are structurally sound but inaccessible due to evacuation of the surrounding area or damage to nearby structures or public areas); (B) any cause outside the Building; (C) reduced air quality or other contaminants within the Building that would adversely affect the Building or its occupants (including, but not limited to, the presence of biological or other airborne agents within the Building or the Premises); (D) disruption of mail and deliveries to the Building or the Premises resulting from a casualty; (E) disruptions of telephone and telecommunications services to the Building or the Premises resulting from a casualty; or (F) blockages of any windows, doors, or walkways to the Building or the Premises resulting from a casualty.

Landlord reserves the right, without any liability to Tenant, except as otherwise expressly provided in this Lease, and without being in breach of any covenant of this Lease, to effect a Failure, as required by this Lease or by law, or as Landlord in good faith deems advisable, whenever and for so long as may be necessary, to make repairs, alterations, upgrades, changes, or for any other reason, to the Building’s HVAC, utility, sanitary, elevator, water, telecommunications, security, or other Building systems serving the Premises, or any other services required of Landlord under this Lease.

13. ASSIGNMENT AND SUBLETTING .

(a) Subject to the remaining subsections of Article 13 , except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and if not cured within the requisite cure period under Article 23 shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 13(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord.

(b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises for the remainder of the Term and the same is not a Permitted Assignment or Sublet, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party’s business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within sixty (60) days next following Landlord’s receipt of Tenant’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a

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pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. The parties acknowledge and agree that a Permitted Assignment or Sublet shall not trigger Landlord’s recapture right. A Permitted Assignment or Sublet is an assignment or sublet under Article 13 (i)  and Article 13(j) .

(c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord’s then-standard base building specifications, shall be performed by Landlord’s contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant’s Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises.

(d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form acceptable to Landlord) within a period of five (5) months next following Landlord’s notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord’s prior written consent as aforesaid within five (5) months next following Landlord’s notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord’s consent to the proposed transaction, whereupon Landlord’s right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above.

For purposes of this Section 13(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth which is not acceptable to Landlord in Landlord’s reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord’s reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) or Tenant is proposing to assign or sublease to an existing tenant of the Building; or (vi) the nature of such party’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the “Permitted Use” specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord’s reasonable judgment, otherwise be incompatible with other tenancies in the Building.

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(e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord’s portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.

(f) Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Notwithstanding the foregoing, in the event that Tenant is able to demonstrate to the reasonable satisfaction of Landlord that the proposed assignee has a financial net worth of $10,000,000 or more and sufficient to satisfy the monetary obligations of Tenant under this Lease in accordance with Landlord’s standard credit analysis applied to tenants generally and the proposed assignee has a reputation for meeting its contractual obligations, then Landlord agrees that it shall not unreasonably withhold or delay its consent to Tenant’s request that it be released from the liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant under this Lease upon any permitted assignment.

(g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 13 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained.

(h) Other than a Permitted Assignment or Sublet, in connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for non-disturbance agreements and Landlord’s or its lender’s waivers) in order to defer Landlord’s administrative expenses arising from such request, plus (ii) Landlord’s reasonable and actual attorneys’ fees not to exceed $1,000.

(i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease or sublet a portion of the Premises to an affiliate (i.e., either a 50% or more ownership interest by the same parties owning 50% or more of Tenant’s ownership interest or another business entity which controls or is controlled by or is under common control with Tenant), parent or subsidiary entity of Tenant or to an entity to which it sells or assigns all of substantially all of its assets or equity interests or with which it may be consolidated or merged (“Affiliate”), provided such purchasing, consolidated, merged, affiliated or subsidiary entity shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least equal to $10,000,000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. Landlord hereby acknowledges that this Lease will be transferred to RAIT Investment Trust (“RAIT”) in connection with the merger or consolidation of Tenant and RAIT, and that such transaction shall not be subject to Landlord’s consent or recapture rights, nor shall Landlord be entitled to share any profit. Landlord further agrees that RAIT shall be entitled to all the rights, benefits and privileges of Tenant under this Lease, including any that are otherwise expressly limited to Tenant named herein.

(j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default at the time of such assignment or has previously defaulted

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(irrespective of the fact that Tenant cured such default) more than twice in connection with any of its monetary obligations under this Lease and such monetary defaults aggregate in excess of $500,000. Notwithstanding anything herein to the contrary, Landlord acknowledges that Tenant’s tenancy is predicated upon related entities, affiliates and/or customers of Tenant (“Permitted Occupants”) occupying the Premises either through an occupancy agreement or sublease. Provided any such Permitted Occupants does not occupy more than 75% of the Premises, in the aggregate, Landlord’s consent shall not be required hereunder for any occupancy with a Permitted Occupant and Landlord shall not be entitled to share any profit.

14. LANDLORD’S RIGHT OF ENTRY .

Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (except in the case of an emergency in which case no prior notice is necessary) for the purpose of inspections, repairs, alterations to adjoining space, appraisals, or other reasonable purposes; including enforcement of Landlord’s rights under this Lease. Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry; provided, however, that in the case of repairs or work, such shall be done, so far as practicable, so as to not unreasonably interfere with Tenant’s use of the Premises. Landlord will use overtime labor if necessary for such work at