LEASE 1255 23RDSTREET, L.P., a District of Columbia limited partnership Landlord and CONVIO, INC., a Delaware corporation Tenant Suite ###-###-#### 23rdStreet, NW Washington, DC April 3, 2009

Exhibit 10.9

LEASE

1255 23RD STREET, L.P.,

a District of Columbia limited partnership

Landlord

and

CONVIO, INC.,

a Delaware corporation

Tenant

Suite 650

1255 23rd Street, NW

Washington, DC

April 3, 2009

TABLE OF CONTENTS

EXHIBITS

i

INDEX OF DEFINED TERMS

ii

iii

iv

LEASE

THIS LEASE (this “Lease”) is made as of April 3, 2009 (the “Effective Date”), between 1255 23RD STREET, L.P., a District of Columbia limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).

Landlord and Tenant hereby agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

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All capitalized terms used in this Lease without definition are defined in Exhibit B-Definitions or in the other exhibits, riders, schedules or other attachments to this Lease.

ARTICLE 2

PREMISES, TERM, RENT

Section 2.1 Lease of Premises.  Subject to the terms of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term. In addition, Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with other tenants, the Common Areas.

Section 2.2 Commencement Date.

(a)           From and after the Effective Date, the terms and provisions of this Lease shall be fully binding on Landlord and Tenant, including prior to the occurrence of the Commencement Date.

(b)           If Landlord does not tender possession of the Premises or any portion thereof to Tenant on any specified date, for any reason whatsoever, this Lease shall not be void or voidable as a result thereof, Landlord shall not be liable for any damage thereby caused, such failure shall not affect any other obligations of Tenant hereunder (except as expressly provided in this Section and in the definition of Premises Delivery Date and Rent Commencement Date), and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant and in the condition required by this Lease. There shall be no postponement of the Commencement Date and/or the Rent Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.  Notwithstanding the foregoing, in the event that Landlord does not tender possession of the Premises to Tenant by the Premises Delivery Date, then the Rent Commencement Date shall be delayed one day for each day beyond the Premises Delivery Date that Landlord fails to tender possession of the Premises to Tenant.

(c)           Once the Rent Commencement Date has been determined by Landlord, Landlord shall notify Tenant of the Commencement Date, the Rent Commencement Date, the

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Fixed Rent, the amount of Landlord’s Contribution, Tenant’s Proportionate Share, the Area of the Original Premises, the Area of the Additional Premises, the Area of the Building and the Expiration Date. Pending the delivery of any such notices, each of said items shall be as specified in the Basic Lease Provisions. Landlord’s failure to deliver any of the foregoing notices shall not affect the determination of any of such dates or amounts.

(d)           Except for purposes of building out the Additional Premises, Tenant agrees not to occupy the Additional Premises as shown on Exhibit A until the first day of the fourth (4th) Lease Year.  In the event Tenant elects to occupy such area prior to such date, Tenant shall notify Landlord thereof and pay to Landlord the sum of Ten Dollars ($10.00) as an early access fee (the “Early Access Fee”).   Notwithstanding Tenant’s exercise of its right to occupy the Additional Premises before the fourth (4th) Lease Year commences, in no event shall Tenant be required to pay Rent for the Additional Premises until the fourth (4th) Lease Year commences.

Section 2.3 Payment of Rent.  Tenant shall pay to Landlord at Landlord’s Address for Payment, or at such other place as Landlord shall designate in writing from time to time, without notice or demand, and except as may be expressly set forth in this Lease, without any set-off, counterclaim, abatement or deduction whatsoever, in lawful money of the United States (i) Fixed Rent in equal monthly installments, in advance, on the first (1st) day of each month during the Term, beginning on the Rent Commencement Date, and (ii) Additional Rent, at the times and in the manner set forth in this Lease.

Section 2.4 First Month’s Rent. Tenant shall pay one month’s Fixed Rent upon the execution of this Lease (“Advance Rent”).  If the Rent Commencement Date is on the first (1st) day of a month, the Advance Rent shall be credited towards the first (1st) month’s Fixed Rent payment.  If the Rent Commencement Date is not the first (1st) day of a month, then on the Rent Commencement Date Tenant shall pay Fixed Rent for the period from the Rent Commencement Date through the last day of such month, and the Advance Rent shall be credited towards Fixed Rent for the next succeeding calendar month.

Section 2.5 Area of Premises and Building. Landlord and Tenant agree that the Area of the Original Premises, Area of the Additional Premises, and the Area of the Building set forth in Article 1 shall be conclusive and binding on both parties regardless of any measurement of the Premises and/or of the Building after the Effective Date.  The foregoing notwithstanding, Landlord shall have the right to remeasure the Area of the Original Premises, Area of the Additional Premises, and the Area of the Building if, after the date hereof (a) there is a change in the measurement criteria or methodology under the BOMA Method of Measurement Standards ANSI Z65.1-1996; or (b) there is a change in the use of the Building or any portion(s) thereof, such as the conversion of retail space to office space or office space to Common Area space.  If there is a change in the Area of the Original Premises, Area of the Additional Premises, and/or the Area of the Building as aforesaid, such change shall be effective as of the date Landlord provides Tenant with notice of such change and such change shall apply only to Tenant’s Proportionate Share, and shall not apply to or result in a change in, inter alia, the Fixed Rent payable by Tenant under this Lease or any concession or allowance to which Tenant might be entitled under this Lease that is based upon the Area of the Premises.

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Section 2.6 Access. To the extent Landlord provides Tenant access to any portion of the Premises prior to the Commencement Date, Tenant shall be bound by and comply with, all of the terms of this Lease other than the obligation to pay Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment.

ARTICLE 3

USE AND OCCUPANCY; PARKING

Section 3.1            Permitted Uses. Tenant shall not use or occupy the Premises for any purpose other than for the Permitted Uses.  Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in a manner constituting a Prohibited Use. Tenant, at its expense, shall procure and at all times maintain and comply with the terms and conditions of all licenses and permits required for the lawful conduct of the Permitted Uses in the Premises.

Section 3.2             Parking Facility.

(a)           Except as set forth in this Lease to the contrary, Landlord shall arrange for and cause the Parking Allocation to be available to Tenant throughout the Term, the Operator to be working directly with and directly billing Tenant’s employees for parking contract requests, assignments, any parking-related charges, etc.

(b)           Within sixty (60) days after the Rent Commencement Date Tenant shall notify Landlord in writing of Tenant’s desire to obtain all or a specified number of the Parking Allocation and Tenant shall enter into parking contracts with the Parking Facility tenant or operator (as applicable, the “Operator”). To the extent that Tenant fails to execute monthly parking contracts for any portion of the Parking Allocation within the aforementioned period or if Tenant subsequently fails to continuously maintain any such parking contracts, Tenant may obtain all or any portion of the unallocated contracts on no less than ninety (90) days advance notice to Landlord.

(c)           Landlord shall provide, or shall cause the Operator to provide, 24-hour access to the Parking Facility for each of Tenant’s parking contracts.

(d)           Unless directed in writing by Landlord to the contrary, Tenant shall be directly responsible to the Operator for the payment of any and all fees or charges due in connection with the parking contracts.  The current monthly charge per contract is $235.00.

(e)           Tenant acknowledges that Landlord or the Operator may temporarily relocate, or specifically designate the location of, Tenant’s parking spaces from time to time as a result of an emergency or casualty at the Building. Tenant agrees that it and its employees shall observe reasonable safety precautions in the use of the Parking Facility and shall at all times abide by all reasonable rules and regulations promulgated by Landlord or Operator governing the use of the Parking Facility. Landlord does not assume any responsibility for any damage or loss to any automobiles parked in the Parking Facility or to any personal property located therein, or for any injury sustained by any person in or about the Parking Facility. Except in connection with a permitted assignment of this Lease or a permitted sublease of the Premises or a portion thereof

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or the use of parking by Tenant’s customers, clients, visitors and other business invitees, neither Tenant nor any Tenant employee nor any other party claiming by, through or under Tenant shall assign, sublet, license or otherwise transfer or allow the use of any of Tenant’s parking rights under this Lease.

(f)            Unless otherwise required by Landlord or the Operator, Tenant’s parking rights shall be for non-reserved parking spaces. Landlord reserves the right to require that all or a portion of Tenant’s Parking Allocation be for tandem, stacked, valet and such other parking arrangements as Landlord or the Operator shall from time to time deem reasonably necessary for the Parking Facility.

ARTICLE 4

CONDITION OF THE PREMISES

Section 4.1            Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in “as is” condition as of the Commencement Date; and (ii) that Landlord has no obligation to perform any work, supply any materials, incur any expense (other than to provide Landlord’s Contribution upon the terms set forth in this Lease) or make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Tenant’s occupancy of any part of the Premises for the conduct of its ordinary business shall be conclusive evidence, as against Tenant, that Tenant has accepted possession of such part of the Premises in its then-current condition and that, at the time such possession was taken, the Premises and the Building were in good and satisfactory condition as required by this Lease and the Work Agreement.

ARTICLE 5

ALTERATIONS

Section 5.1            Tenant’s Alterations

(a)           Tenant shall be permitted to make Decorative Alterations without Landlord’s consent. Tenant shall be permitted to make Permitted Alterations with Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not make any Major Alterations without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion.  This Subsection 5.1(a) shall not apply to the initial Tenant Improvements to be made at the Premises pursuant to Exhibit C — Work Agreement.

“Alterations” means any alterations or additions in or about the Premises (including the initial Tenant Improvements and any future Improvements).

“Decorative Alterations” means minor decorative or cosmetic Permitted Alterations that do not require the issuance of any permit, such as painting or the installation of wall coverings or floor coverings.

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“Permitted Alterations” means Alterations that do not consist solely of Decorative Alterations and that (i) are non-structural, (ii) do not materially and adversely affect any Base Building Systems, (iii) affect only the Premises and are not visible from outside of the Premises, and (iv) do not affect the certificate of occupancy issued for the Building or the Premises.

“Major Alterations” means Alterations that are neither Decorative Alterations nor Permitted Alterations.

(b)           Prior to making any Alterations (other than Decorative Alterations), Tenant, at Tenant’s expense, shall (i) submit to Landlord for its approval, detailed plans and specifications (“Plans”) of each proposed Alteration, and with respect to any Alteration affecting any Base Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Base Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii)  furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as described in Article 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations. Landlord shall have twelve (12) Business Days after receipt of the Plans within which to approve or disapprove of the Plans. If Landlord disapproves any Plans, Landlord will provide reasonably detailed grounds for such disapproval, except that Landlord shall not be required to state any grounds for disapproving any Major Alterations other than identifying the basis for Landlord’s determination that such Alteration is a Major Alteration. Tenant shall give Landlord not less than five (5) Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration. This Subsection 5.1(b) shall not apply to the initial Tenant Improvements to be made at the Premises pursuant to Exhibit C-Work Agreement.

(c)           Tenant, at Tenant’s expense, shall, as and when required, promptly obtain certificates of partial and final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with “as-built” drawings for such Alterations (other than Decorative Alterations) prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may reasonably require), using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming conventions as Landlord may reasonably accept) and magnetic computer media of such record drawings and specifications translated in DFX format or another format acceptable to Landlord. This Subsection 5.1(c) shall not apply to the initial Tenant Improvements to be made at the Premises pursuant to Exhibit C-Work Agreement.

(d)           The parties hereby acknowledge and agree that Landlord’s Contribution is intended to permit Tenant to finish-out the Original Premises and the Additional Premises, even

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though Tenant might not possess the Additional Premises until the beginning of the fourth (4th) Lease Year.

Section 5.2            Manner and Quality of Alterations.  All Alterations shall be performed (a) in a good and workmanlike manner and free from material defects, (b) except in connection with Decorative Alterations (for which no Plans will be required), substantially in accordance with the Plans, and by contractors reasonably approved by Landlord, and (c) in compliance with all Requirements, the terms of this Lease and all construction procedures and regulations then reasonably prescribed by Landlord. All materials and equipment shall be of first quality and at least equal to the applicable standards for the Building then reasonably established by Landlord, and no such materials or equipment (other than Tenant’s Property) shall be subject to any lien or other encumbrance.

Section 5.3            Removal of Tenant’s Property. On or before the Expiration Date, Tenant, at Tenant’s expense, shall remove Tenant’s Property from the Premises. Unless otherwise directed by Landlord, on or before the Expiration Date, Tenant, at Tenant’s expense, shall remove all Specialty Alterations (as defined in Exhibit B-Definitions). Tenant, at Tenant’s expense, shall repair and restore in a good and workmanlike manner any damage to the Premises and/or the Building caused by Tenant’s removal of Tenant’s Property and any Alterations or (if required by Landlord) by the closing of any slab penetrations. If Tenant fails to so remove any of Tenant’s Property and/or any Alterations that Tenant is required to remove, the same shall be deemed abandoned and Landlord may remove and dispose of same, and repair and restore any damage caused thereby, at Tenant’s expense, and without accountability to Tenant. All Alterations that Landlord does not require Tenant to remove as aforesaid shall become Landlord’s property upon the expiration or earlier termination of this Lease.  Landlord shall advise Tenant of any restoration requirements for any Alterations at the time Landlord approves Tenant’s plans for such Alterations.

Section 5.4            Mechanic’s Liens.  Within twenty (20) days after Tenant’s receipt of notice thereof, Tenant, at Tenant’s expense, shall discharge (by payment, filing the bond required by law or otherwise in accordance with law) any lien or charge recorded or filed against the Real Property in connection with any work done or claimed to have been done by or on behalf of, or materials furnished or claimed to have been furnished to, Tenant.

Section 5.5            Labor Relations. Tenant shall not employ, or permit the employment of, any contractor, subcontractor, supplier, mechanic or laborer or permit any materials to be delivered to or used at the Premises if, in Landlord’s reasonable judgment, such employment, delivery or use will interfere or cause any conflict with (a) other contractors, subcontractors, suppliers, mechanics or laborers engaged by Landlord, Tenant or others in the construction, maintenance or operation of the Building or construction of tenant improvements or (b) Landlord’s operation of the Building or the conduct of business therein (e.g., protesters picketing or otherwise demonstrating on the sidewalk outside of the Building). If such interference or conflict occurs and continues for more than five (5) Business Days after notice from Landlord, upon Landlord’s further request, Tenant shall cause all contractors, subcontractors, suppliers, mechanics or laborer’s mechanics or laborers causing such interference or conflict to leave the Building immediately or arrange for other relief reasonably acceptable to Landlord.

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Section 5.6            Tenant’s Costs. Tenant shall pay Landlord within ten (10) Business Days following its receipt of written notice for the following, which notice shall be accompanied by Landlord’s reasonable documentation of the same:  (a) all actual reasonable out-of-pocket costs incurred by Landlord in connection with the review of any Alterations plans, (b) the time actually and reasonably spent by Landlord’s personnel to operate elevators or otherwise to facilitate Tenant’s Alterations, which time shall be charged at the hourly rate that Landlord normally charges for such personnel’s services, and (c) the time actually and reasonably spent by Landlord’s construction manager protecting Landlord’s interest (taking into account the nature of the Alterations) in connection with Tenant’s Alterations, which time shall be charged at the hourly rate that Landlord normally charges for Landlord’s construction manager’s services. If Tenant makes Alterations exceeding $25,000 other than (a) the initial Tenant Improvements to be made at the Premises pursuant to Exhibit C — Work Agreement and (b) Tenant Improvements to the Option Space, then Tenant shall pay to Landlord, upon demand, an administrative fee in an amount equal to three percent (3%) of the total cost of such Alterations. At Landlord’s request, Tenant shall deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs incurred by Tenant in designing and constructing any Alterations.

Section 5.7            Tenant’s Equipment.  Tenant shall provide notice to Landlord prior to moving any heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Equipment”) into or out of the Building and shall pay to Landlord any reasonable costs actually incurred by Landlord in connection therewith.  If such Equipment requires special handling, Tenant agrees (a) to employ only persons holding all necessary licenses to perform such work, (b) all work performed in connection therewith shall comply with all applicable Requirements and (c) such work shall be done only during hours reasonably designated by Landlord.

Section 5.8            Legal Compliance. The approval of Alteration Plans, or consent by Landlord to the making of any Alterations, does not constitute Landlord’s representation that such Alteration Plans or Alterations comply with any Requirements.  Landlord shall not be liable to Tenant or any other party in connection with Landlord’s approval of any Alteration Plans, or Landlord’s consent to Tenant’s performing any Alterations. If any Alterations made by or on behalf of Tenant, require Landlord to make any alterations or improvements to any part of the Building in order to comply with any Requirements, Tenant shall pay all actual reasonable out-of-pocket costs and expenses actually incurred by Landlord, without markup, in connection with such alterations or improvements.

Section 5.9            Floor Load.  Tenant shall not place a load upon any floor of the Premises that exceeds 80 pounds per square foot “live-load” or 20 pounds per square foot “dead-load.”  Landlord reserves the right to reasonably designate the position of all Equipment which Tenant wishes to place within the Premises, and to place reasonable limitations on the weight thereof.

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ARTICLE 6

REPAIRS

Section 6.1            Landlord’s Repair and Maintenance. Landlord shall operate, maintain and, except as provided in Section 6.2 hereof, make all necessary repairs (both structural and nonstructural) to (i) the Base Building Systems, (ii) the Common Areas, in conformance with standards applicable to Comparable Buildings, and (iii) the structural components of the Building including, but not limited to, the exterior, including exterior doors and windows, and, load bearing elements, foundations, roof and roof membrane.

Section 6.2            Tenant’s Repair and Maintenance.  Tenant shall promptly, at Tenant’s expense and in compliance with Article  5, make all nonstructural repairs to the Premises and the fixtures, equipment and appurtenances therein (including all electrical and plumbing systems in and exclusively serving the Premises from the point of connection to the Base Building Systems and all Specialty Alterations; but excluding repairs, maintenance and replacement of the Building Shell Work exterior windows, atrium windows, exterior and Common Areas, Common Area Tenant signs, the base Building heating, ventilation and air conditioning systems located in the Premises, the base Building life safety systems located in the Premises and non-Specialty Alteration lightbulbs, lamps and ballasts located in the Premises, which shall be repaired, maintained and replaced as necessary by Landlord and, to the extent applicable, the cost of such repairs, maintenance and replacements will be included in Operating Expenses) (collectively, “Tenant Fixtures”) , as and when needed to preserve the Premises in good working order and condition, except for reasonable wear and tear, damage by casualty or condemnation and damage for which Tenant is not responsible.  Subject to Section 11.2, all damage to the Building or to any portion thereof or to any Tenant Fixtures requiring structural or nonstructural repair caused by or resulting from any act, omission, neglect or improper conduct of a Tenant Party or the moving of Tenant’s Property or Equipment into, within or out of the Premises by a Tenant Party, shall be repaired at Tenant’s expense by Tenant or by Landlord in accordance with the allocation of repair responsibilities set forth above. All Tenant repairs shall be of good quality utilizing new construction materials and in compliance with Article 5.

Section 6.3            Restorative Work.  Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Building and Base Building Systems, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “Restorative Work”), as Landlord reasonably deems necessary or desirable, and to take all materials into the Premises required for the performance of such Restorative Work, provided that (a) the level of any Building service shall not decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than reasonably required temporary changes in the level of such services during the performance of any such Restorative Work) and (b) Tenant is not deprived of reasonable access to the Premises or the Parking Facility.  Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of such Restorative Work. There shall be no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and

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no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others performing, or failing to perform, any Restorative Work.  Notwithstanding the foregoing to the contrary, if any Restorative Work (a) continues for more than five (5) consecutive Business Days or ten (10) Business Days in any thirty (30)-day period and (b) renders any portion of the Premises untenantable (and Tenant in fact ceases use of such portion), then following those periods, and until said portion of the Premises is tenantable, Rent shall abate in proportion to the amount of the Premises so rendered untenantable.

ARTICLE 7

TAXES AND OPERATING EXPENSES

Section 7.1 Definitions.

(a)           “Assessed Valuation” shall mean the amount for which the Real Property is assessed by any applicable Governmental Authority for the purpose of imposition of Taxes.

(b)           “Base Operating Expenses” shall mean the Operating Expenses for the Base Year.

(c)           “Base Taxes” shall mean the Taxes payable on account of the Base Year.

(d)           “Calendar Year” shall mean each calendar year, all or any  portion of which falls during the Term.

(e)           “Comparison Year” shall mean any Calendar Year commencing subsequent to the Base Year.

(f)            “Operating Expenses” shall mean the aggregate of all costs and expenses paid or incurred by or on behalf of Landlord in connection with the ownership, operation, repair and maintenance of the Real Property, including, but not limited to, the following:

(i)            any capital improvement made after the Base Year if such capital improvement either (A) is reasonably intended to result in a reduction in Operating Expenses (e.g., a labor-saving improvement) provided the amount included in Operating Expenses in the any Comparison Year shall not exceed an amount equal to the savings reasonably determined or anticipated by Landlord to result from the installation and operation of such improvement, and/or (B) is made during any Comparison Year to comply with Requirements, exclusive of any costs incurred to remedy any Requirements violation existing on the Commencement Date. Such capital improvements shall be amortized (with interest at the Base Rate) on a straight-line basis over such period as Landlord shall reasonably determine, and the amount included in Operating Expenses in any Comparison Year shall be equal to the annual amortized amount;

(ii)         costs of maintaining and operating (including the reasonable rental value thereof, but not for more than 2,000 square feet of rentable area) the management and engineering offices, if any, for the Building;

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(iii)        costs incurred by Landlord in establishing, equipping, maintaining, repairing and operating (including the reasonable rental value thereof) any Building amenities or services (exclusive of any fitness or health center) intended by Landlord for the general benefit of tenants of the Building such as any concierge service (whether located at the Building or made available to Building tenants from an off-site location);

(iv)        costs incurred by Landlord in maintaining, repairing and operating (including the reasonable rental value thereof) any Building fitness or health center (provided such center does not exceed 3,500 square feet of rentable area), but not the cost of equipping such fitness center or purchasing replacement equipment therefor, except in the case of replacing broken or worn out equipment the cost of which shall be amortized over the useful life of such equipment, without interest (and except further that if any equipment is leased, the lease payments therefor may be included in Operating Expenses);

(v)         costs of maintaining the sidewalks, landscaping and other improvements adjacent to the Real Property including, without limitation, costs of cleaning, removing snow and spreading salt; feeding trees; removing trash from tree boxes; and adding mulch to tree boxes;

(vi)        costs incurred for Building Parking Facility utilities, elevators, insurance, cleaning, restriping, HVAC and security;

(vii)       Common Area utility costs and Base Building System utility costs;

(viii)      costs of all insurance (including any terrorism insurance) maintained by Landlord in connection with the Real Property and/or Landlord’s equipment, fixtures and personal property used in connection therewith; and

(ix)           a property management fee in the amount of three percent (3%) of gross rents received by Landlord from the Building, plus reimbursement for actual reasonable reimbursables for out-of-pocket expenditures incurred under the management agreement.

Except as might be expressly set forth in this Lease to the contrary, Operating Expenses shall be calculated in accordance with customary practices employed by other comparable owners of Comparable Buildings. Landlord shall not seek to capture (or actually capture) more than 100% of Operating Expenses. Operating Expenses shall not include any Excluded Expenses.

If during all or part of the Base Year or any Comparison Year, Landlord does not furnish any particular item of work or service (which would otherwise constitute an Operating Expense) to any leasable portion of the Building and the costs of such item  constitutes an Operating Expense and the cost varies with the Building’s occupancy level or if any tenant of the Building does not normally use a specific Building area or improvement (e.g., a first (1st) floor retail tenant with an exterior premises entrance door does not normally use the Building’s passenger elevators), then, for purposes of computing Operating Expenses for such period, the amount included in Operating Expenses for such period shall be increased by an amount equal to the costs that Landlord reasonably determines would have been incurred during such period if Landlord had furnished such item of work or service to such portion of the Building or if all

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tenants of the Building had normally used such Building area or improvement; provided, however, if the result of such computation would be to have Landlord expenditures for such items included in Tenant’s Operating Payment exceed the actual cost of such items, then the foregoing amount shall be reduced by such excess.  In determining the amount of Operating Expenses for the Base Year or any Comparison Year, if less than ninety-five percent (95%) of the Building rentable area is occupied by tenants at any time during the Base Year or any such Comparison Year, then Operating Expenses which vary with occupancy shall be determined for the Base Year or such Comparison Year to be an amount equal to the like expenses which would normally be expected to be incurred had such occupancy been ninety-five percent (95%) throughout the Base Year or such Comparison Year; provided, however, if the result of such computation would be to have Landlord’s expenditure recoveries for such items exceed the actual cost of such items, then the foregoing amount shall be reduced by such excess.

(g)           “Statement” shall mean a statement setting forth in reasonable detail a comparison of (i) the Base Taxes and the Taxes for an applicable Comparison Year, together with the amount of Tenant’s Tax Payment for such Comparison Year, or (ii) the Base Operating Expenses and the Operating Expenses payable for any Comparison Year, together with the amount of Tenant’s Operating Payment for such Comparison Year.

(h)           “Taxes” shall mean (i) all real estate taxes, assessments, sewer and water rents, Business Improvement District assessments and charges and all other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property or in connection with the use thereof (including any transit, personal property, sales, rental, use, gross receipts, or occupancy taxes, vault rental and other taxes and assessments), and (ii) all expenses (including reasonable attorneys’ fees and disbursements and experts’ and other witnesses’ fees) incurred in contesting any of the foregoing or the Assessed Valuation of the Real Property (but such expenses will not be included in Base Taxes if incurred during the Base Year).  Taxes shall not include (x) interest or penalties incurred by Landlord as a result of Landlord’s late payment of Taxes, (y) franchise, transfer, gift, inheritance, estate or net income taxes imposed upon Landlord, or (z) deed transfer, transfer of economic interests or recordation taxes.   For purposes hereof, “Taxes” for any Calendar Year shall be deemed to be the Taxes which are assessed, levied or imposed for such Calendar Year regardless of when due or paid.  If any Taxes are assessed on a fiscal year (rather than a Calendar Year), Landlord shall have the right to equitably allocate such Taxes on a Calendar Year basis.  If Landlord elects to pay any assessment in annual installments, then (i) such assessment shall be deemed to have been so divided and to be payable in the maximum number of installments permitted by law, and (ii) there shall be deemed included in Taxes for each Comparison Year the installments of such assessment becoming payable during such Comparison Year, together with interest payable during such Comparison Year on such installments and on all installments thereafter becoming due as provided by law, all as if such assessment had been so divided.  If at any time the methods of taxation prevailing on the Effective Date shall be altered so that in lieu of or as an addition to the whole or any part of Taxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the income or rents received from the Real Property whether or not wholly or partially as a capital levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed upon Landlord,

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(3) a license fee measured by the rents, or (4) any other tax, assessment, levy, imposition, charge or license fee however described or imposed, including business improvement district impositions and business, professional and occupational license fees, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes.

Section 7.2            Tenant’s Tax Payment.

(a)           If the Taxes payable for any Comparison Year exceed the Base Taxes, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess (“Tenant’s Tax Payment”). Notwithstanding the foregoing, Tenant shall have no obligation to pay Tenant’s Tax Payment until the first (1st) anniversary of the Rent Commencement Date. For each Comparison Year, Landlord shall furnish to Tenant a written statement setting forth Landlord’s reasonable estimate of Tenant’s Tax Payment for such Comparison Year (the “Tax Estimate”).  Tenant shall pay to Landlord on the first (1st)  day of each month during such Comparison Year an amount equal to 1/12 of the Tax Estimate for such Comparison Year.  If Landlord furnishes a Tax Estimate for a Comparison Year subsequent to the commencement thereof, then (i) until the first (1st) day of the month following the month in which the Tax Estimate is furnished to Tenant, Tenant shall pay to Landlord on the first (1st) day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section during the last month of the preceding Comparison Year (if any), (ii) promptly after the Tax Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Tax Estimate previously made for such Comparison Year were greater or less than the installments of Tenant’s Tax Estimate to be made for such Comparison Year in accordance with the Tax Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within ten (10) Business Days after demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against subsequent payments of Rent due hereunder, and (iii) on the first (1st) day of the month following the month in which the Tax Estimate is furnished to Tenant, and on the first (1st) day of each month thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to 1/12 of the Tax Estimate.

(b)           As soon as reasonably practicable after Landlord has determined the Taxes for a Comparison Year, Landlord shall furnish to Tenant a Statement for such Comparison Year.  If the Statement shows that the sums paid by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s Tax Payment for such Comparison Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due hereunder or, if the Term has expired, Landlord shall promptly pay such amount to Tenant (net of any sums then owed by Tenant to Landlord).  If the Statement for such Comparison Year shows that the sums so paid by Tenant were less than Tenant’s Tax Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within twenty (20) Business Days after delivery of the Statement to Tenant.

(c)           Only Landlord may institute proceedings to reduce the Assessed Valuation of the Real Property and the filings of any such proceeding by Tenant without Landlord’s consent shall constitute an Event of Default.  If the Taxes payable for the Base Year are reduced, the Base Taxes shall be correspondingly revised, the Additional Rent previously paid or payable on

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account of Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord within ten (10) Business Days after being billed therefor, any deficiency between the amount of such Additional Rent previously computed and paid by Tenant to Landlord, and the amount due as a result of such recomputations. If Landlord receives a refund of Taxes for any Comparison Year, Landlord shall credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s Proportionate Share of the refund, net of any expenses incurred by Landlord in achieving such refund, which amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year or, if the Term has expired, Landlord shall promptly pay such amount to Tenant (net of any sums then owed by Tenant to Landlord).  Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Taxes or the Assessed Valuation.  The benefit of any exemption or abatement relating to all or any part of the Real Property shall accrue solely to the benefit of Landlord and Taxes shall be computed without taking into account any such exemption or abatement.

(d)           Tenant shall be responsible for any applicable occupancy or rent tax now in effect or hereafter enacted and, if such tax is payable by Landlord, Tenant shall promptly pay such amounts to Landlord, upon Landlord’s demand.

(e)           Tenant shall be obligated to make Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of any Taxes as the result of any reduction, abatement or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic or other tax-exempt status.

Section 7.3          Tenant’s Operating Payment.

(a)           If the Operating Expenses payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess (“Tenant’s Operating Payment”).  Notwithstanding the foregoing, Tenant shall have no obligation to pay Tenant’s Operating Payment until the first (1st) anniversary of the Rent Commencement Date. For each Comparison Year, Landlord shall furnish to Tenant a written statement setting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Comparison Year (the “Expense Estimate”).  Tenant shall pay to Landlord on the first (1st) day of each month during such Comparison Year an amount equal to 1/12 of the Expense Estimate.  If Landlord furnishes an Expense Estimate for a Comparison Year subsequent to the commencement thereof, then (i) until the first (1st)  day of the month following the month in which the Expense Estimate is furnished to Tenant, Tenant shall pay to Landlord on the first (1st)  day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section during the last month of the preceding Comparison Year (if any), (ii) promptly after the Expense Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for such Comparison Year were greater or less than the installments of Tenant’s Operating Payment to be made for such Comparison Year in accordance with the Expense Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within ten (10) Business Days after demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against subsequent payments of Rent due hereunder, and (iii) on the first (1st)  day of the month

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following the month in which the Expense Estimate is furnished to Tenant, and on the first (1st)  day of each month thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to 1/12 of Tenant’s Operating Payment shown on the Expense Estimate.

(b)           On or before May 1st of each Comparison Year, Landlord shall furnish to Tenant a Statement for the immediately preceding Comparison Year.  If the Statement shows that the sums paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating Payment for such Comparison Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due hereunder or, if the Term has expired, Landlord shall promptly pay such amount to Tenant (net of any sums then owed by Tenant to Landlord).  If the Statement shows that the sums so paid by Tenant were less than Tenant’s Operating Payment for such Comparison Year, Tenant shall pay the amount of such deficiency within ten (10) Business Days after Tenant’s receipt of the Statement.

Section 7.4            Non-Waiver; Disputes.

(a)           Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year.

(b)           Each Statement sent to Tenant shall be conclusively binding upon Tenant unless (i) Tenant pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within one (1) year after such Statement is sent, Tenant sends a notice to Landlord requesting a review of Landlord’s books and records applicable to such Statement, in which case Tenant and its accountants shall have the right to review (and, if necessary, to copy) Landlord’s books and records applicable to such Statement during Landlord’s business hours, but otherwise at a time mutually acceptable to Landlord and Tenant. With respect to each Statement, Landlord will maintain its applicable books and records for a period of at least three (3) years after such Statement is delivered to Tenant and thereafter during the pendency of any review thereof by Tenant pursuant to the terms of this Lease.  Tenant agrees that Tenant will not employ, in connection with any dispute under this Lease with respect to a Statement, any person or entity who is to be compensated in whole or in part, on a contingency fee basis.  If Tenant timely objects to a Statement and the parties do not resolve any dispute as to the correctness of such Statement within thirty (30) days following such notice of objection, either party may refer the issues raised to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant.  In connection therewith, Tenant, such accountants and all other persons to whom Tenant gives any of the information obtained in connection with such review shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review.  Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Taxes or Operating Expenses by more than three

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percent (3%) for such Comparison Year, in which case Landlord shall pay such fees and expenses of the accounting firm selected by Landlord and Tenant as set forth above.  If the accountant determines that any overcharge was made on a Statement, then Landlord shall pay Tenant within ten (10) Business Days following such determination, any amount overcharged by Landlord.  If the accountant determines that any undercharge was made on a Statement, then Tenant shall pay Landlord within ten (10) Business Days following such determination any amount undercharged by Landlord.

Section 7.5            Proration. If the Rent Commencement Date is not January 1st, the Additional Rent for the applicable Calendar Year shall be apportioned on the basis of the number of days in the year from the Rent Commencement Date to the following December 31.  If the Expiration Date occurs on a date other than December 31st, any Additional Rent under this Article for the Calendar Year in which such Expiration Date occurs shall be apportioned on the basis of the number of days in the period from January 1st to the Expiration Date.  Upon the expiration or earlier termination of this Lease, any Additional Rent under this Article shall be adjusted or paid within thirty (30) days after submission of the Statement for the last Calendar Year.

Section 7.6            No Reduction in Rent.   If Operating Expenses or Taxes for any Comparison Year are less than the Base Operating Expenses or the Base Taxes (as applicable), such occurrence shall not entitle Tenant to a refund or any other payment nor shall it result in a reduction in the Rent payable under this Lease.

ARTICLE 8

REQUIREMENTS OF LAW

Section 8.1            Compliance with Requirements.

(a)           Subject to the provisions of Section 6.2 regarding repairs, Tenant, at Tenant’s expense, shall comply with all Requirements applicable to the Premises; provided, however, that Tenant shall not be obligated to comply with any Requirements requiring any structural alterations to the Building unless the application of such Requirements arises from (i) the specific manner and nature of Tenant’s use or occupancy of the Premises, as distinct from general office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions of this Lease.  Any such repairs or alterations shall be made at Tenant’s expense by Tenant (1) in compliance with Article 5 if such repairs or alterations are nonstructural and do not affect any Base Building System, or (2) by Landlord if such repairs or alterations are structural or affect any Base Building System.  If Tenant obtains knowledge of any failure to comply with any Requirements applicable to the Premises, Tenant shall give Landlord prompt notice thereof.

(b)           Tenant shall not cause or permit (i) any Hazardous Materials to be brought onto the Real Property by any Tenant Party, (ii) the storage or use of Hazardous Materials by a Tenant Party in any manner other than in full compliance with any Requirements, or (iii) the escape, disposal or release of any Hazardous Materials within or in the vicinity of the Building by any Tenant Party.  Nothing herein shall be deemed to prevent Tenant’s use of any Hazardous Materials customarily used in the ordinary course of office work or in the construction of

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leasehold improvements; provided that, in any such case, such use is in accordance with all Requirements. Tenant shall be responsible, at Tenant’s expense, for all matters directly or indirectly based on, or arising or resulting from the presence of Hazardous Materials at the Real Property which is caused or permitted by a Tenant Party.  Tenant shall provide to Landlord copies of all communications received by Tenant with respect to any Requirements relating to Hazardous Materials, and/or any claims made in connection therewith.  Landlord or its agents may perform environmental inspections of the Premises at any time upon reasonable prior notice (or without notice if Landlord believes an emergency exists).

(c)           Landlord shall comply with (or cause to be complied with) all Requirements applicable to the Real Property which are not the obligation of Tenant as expressly set forth herein and which are not the obligation of any other tenant of the Building (except to the extent such non-compliance by such other tenants materially and adversely affects Tenant or its rights under this Lease).

(d)           Tenant shall not cause or permit any action or condition that would (i) invalidate or conflict with Landlord’s insurance policies, (ii) violate applicable rules, regulations and guidelines of the Fire Department or be inconsistent with the recommendations of any of the issuers of such policies or any other authority having jurisdiction over the Building, (iii) cause an increase in the premiums of fire insurance for the Building over that payable with respect to Comparable Buildings, or (iv) result in Landlord’s insurance companies’ refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord.  If fire insurance premiums increase as a result of Tenant’s failure to comply with the provisions of this Section, Tenant shall promptly cure such failure and shall reimburse Landlord for the increased fire insurance premiums paid by Landlord as a result of such failure by Tenant.

Section 8.2            Fire and Life Safety.  Any modifications to the Building fire alarm and life safety systems required by Tenant or completed as part of any Alterations shall be at Tenant’s expense, subject to the application of Landlord’s Contribution pursuant to the terms of the Exhibit C-Work Agreement. If the Fire Insurance Rating Organization or any Governmental Authority or any of Landlord’s insurers requires or recommends any modifications and/or alterations be made or any additional equipment be supplied in connection with the sprinkler system or fire alarm and life-safety system serving the Building by reason of Tenant’s use of the Premises or any portion thereof for purposes other than for the Permitted Use, any Alterations performed by Tenant or the location of the partitions, Tenant’s Property, or other contents of the Premises, Landlord (to the extent outside of the Premises) or Tenant (to the extent within the Premises) shall make such modifications and/or Alterations, and supply such additional equipment, in either case at Tenant’s expense.

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ARTICLE 9

SUBORDINATION

Section 9.1            Subordination and Attornment.

(a)           This Lease is subject and subordinate to all Mortgages and Superior Leases, and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale.

(b)           If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment, to not disturb Tenant in its possession under the Lease, and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease.  The provisions of this Section are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (i) evidencing such attornment, (ii) setting forth the terms and conditions of Tenant’s tenancy, and (iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s obligations or materially and adversely affect Tenant’s rights under this Lease.  Upon such attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:

(i)            liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission);

(ii)           subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord;

(iii)          bound by any prepayment of more than one month’s Rent to any prior landlord;

(iv)          bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest;

(v)           bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such successor landlord;

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(vi)          Reserved;

(vii)         liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or

(viii)        liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.

(c)           Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee or Lessor to confirm any subordination.

(d)           Landlord shall use reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement for Tenant from its current Mortgagee and any future Mortgage on such Mortgagee’s standard form.

Section 9.2            Mortgage or Superior Lease Defaults.  Any Mortgagee may elect that this Lease shall have priority over the Mortgage and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease.  In connection with any financing of the Real Property, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase the obligations, or otherwise affect the rights, of Tenant under this Lease.

Section 9.3            Tenant’s Termination Right.  As long as any Superior Lease or Mortgage exists, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until (a) Tenant shall have given notice of such act or omission to all Lessors and/or Mortgagees provided that Landlord has designated such Lessors and/or Mortgagees in writing by notice from Landlord to Tenant, and (b) a reasonable period of time, but not less than thirty (30) days, shall have elapsed following the giving of notice of such default and the expiration of any applicable notice or grace periods (unless such act or omission is not capable of being remedied within a reasonable period of time), during which period such Lessors and/or Mortgagees shall have the right, but not the obligation, to remedy such act or omission and thereafter diligently proceed to so remedy such act or omission.  If any Lessor or Mortgagee elects to remedy such act or omission of Landlord, Tenant shall not seek to terminate this Lease so long as such Lessor or Mortgagee is proceeding with reasonable diligence to effect such remedy.  Tenant hereby acknowledges and agrees that Landlord has designated ING Real Estate Finance (USA) LLC (“ING”) as a Mortgagee and that Tenant shall deliver all notices required to be delivered to a Mortgagee under this Lease to ING at ING’s Address for Notices set forth in Article 1.

Section 9.4            Provisions.  The provisions of this Article shall (a) inure to the benefit of Landlord, any future owner of the Building or the Real Property, Lessor or Mortgagee and any sublessor thereof and (b) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any such Superior Lease or Mortgage.

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Section 9.5            Future Condominium Declaration.  This Lease and Tenant’s rights hereunder are and will be subject and subordinate to any condominium declaration, by-laws and other instruments (collectively, the “Condominium Documents”) which may be recorded in order to subject the Building to a condominium form of ownership pursuant to the laws of the State, provided that the Condominium Documents do not by their terms increase the Rent, materially increase Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease.  At Landlord’s request, and subject to the foregoing proviso, Tenant will execute and deliver to Landlord an amendment of this Lease confirming such subordination and modifying this Lease to conform to such condominium regime.

ARTICLE 10

SERVICES

Section 10.1         Electricity. Subject to any Requirements or any applicable public utility rules or regulations governing energy consumption, Landlord shall make or cause to be made, customary arrangements with utility companies and/or other suppliers of electricity to furnish electric current to the Premises for Tenant’s use in accordance with the standards to which the Base Building Systems have been designed. If Landlord reasonably determines by the use of an electrical consumption survey or by other reasonable means that Tenant is actually using electric current (including overhead fluorescent fixtures) in excess of 1.0 kilowatt hours per square foot of usable area in the Premises per month, as determined on an annualized basis, or 3.5 watts per useable square foot in the Premises of demand load (“Excess Electrical Usage”), then Landlord shall have the right to charge Tenant an amount equal to Landlord’s reasonable estimate of Tenant’s Excess Electrical Usage, and shall have the further right to install a separate electric current meter, submeter or check meter in the Premises (a “Meter”) to measure the amount of electric current consumed in the Premises.  The cost of such Meter, special conduits, wiring and panels needed in connection therewith and the installation, maintenance and repair thereof shall be paid by Tenant.  Tenant shall pay to Landlord, from time to time, but no more frequently than monthly, for its Excess Electrical Usage at the Premises, plus Landlord’s charge equal to ten percent (10%) of Tenant’s Excess Electrical Usage for Landlord’s costs of maintaining, repairing and reading such Meter.  The rate to be paid by Tenant for Metered electricity shall include any taxes or other charges in connection therewith.

Section 10.2         Excess Electricity.  Tenant shall at all times comply with the rules and regulations of the utility company supplying electricity to the Building.  Tenant shall not use any electrical equipment which, in Landlord’s reasonable judgment, would exceed the capacity of the electrical equipment serving the Premises or which interferes with the electrical service to other tenants of the Building.  If Landlord reasonably determines that Tenant’s electrical requirements necessitate installation of any additional risers, feeders or other electrical distribution equipment (collectively, “Electrical Equipment”), or if Tenant provides Landlord with evidence reasonably satisfactory to Landlord of Tenant’s need for excess electricity and requests that additional Electrical Equipment be installed, Landlord shall, at Tenant’s expense, install such additional Electrical Equipment, provided that Landlord reasonably determines that (a) such installation is practicable and necessary, (b) such additional Electrical Equipment is permissible under applicable Requirements, and (c) the installation of such Electrical Equipment will not cause

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permanent damage to the Building or the Premises, cause or create a hazardous condition, entail excessive or unreasonable alterations, interfere with or limit electrical usage by other tenants or occupants of the Building or exceed the limits of the switchgear or other facilities serving the Building, or require power in excess of that available from the utility company serving the Building.

Section 10.3         Elevators.  Landlord shall provide passenger elevator service for the Premises 24 hours per day, 7 days per week; provided, however, Landlord may limit passenger elevator service during non-Business Hours.  Landlord shall provide at least one freight elevator service for the Premises upon Tenant’s prior request, on a non-exclusive “first come, first serve” basis with other Building tenants, on all Business Days during such reasonable hours and for such reasonable charge as Landlord establishes from time to time.

Section 10.4         Heating, Ventilation and Air Conditioning.  Landlord shall furnish to the Premises during Business Hours heating, ventilation and air-conditioning (“HVAC”) in accordance with the standards to which the Base Building Systems have been designed.  Landlord shall have access to all air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical installations of Landlord (collectively, “Mechanical Installations”), and Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s access thereto or the moving of Landlord’s equipment to and from the Mechanical Installations.  No Tenant Party shall at any time enter the Mechanical Installations or tamper with, adjust, or otherwise affect such Mechanical Installations.  Landlord shall not be responsible if the HVAC System fails to provide cooled or heated air, as the case may be, to the Premises in accordance with the standards to which the Base Building Systems have been designed by reason of (i) any equipment installed by, for or on behalf of Tenant, which has an electrical load in excess of the average electrical load and human occupancy factors for the HVAC System as designed, or (ii) any rearrangement of partitioning or other Alterations made or performed by, for or on behalf of Tenant. Tenant shall install, if missing, blinds or shades on all windows, which blinds and shades shall be subject to Landlord’s reasonable approval, and shall keep operable windows in the Premises closed, and lower the blinds when necessary because of the sun’s position, whenever the HVAC System is in operation or as and when required by any Requirement.  Tenant shall cooperate with Landlord and shall abide by the rules and regulations which Landlord may reasonably prescribe for the proper functioning and protection of the HVAC System.

Section 10.5         Supplemental Heating, Ventilation and Air Conditioning. If the Premises or any portion thereof is at any time served by any supplemental heating, ventilation and air conditioning unit(s) that taps into the base Building HVAC System condenser water loop (whether one or more, but exclusive of any units that are part of the base Building HVAC System, the “Supplemental HVAC Units”), Tenant shall pay Landlord within thirty (30) days after Landlord gives Tenant an invoice therefor, (i) a one-time fee of $1,000 per ton for each Supplemental HVAC Unit for tapping into the base Building HVAC System condenser water loop; and (ii) on a monthly basis, a charge of $10.00 per ton for each Supplemental HVAC Unit.

Section 10.6         Overtime HVAC. The Fixed Rent does not include any charge to Tenant for the furnishing of HVAC to the Premises during non-Business Hours (“Overtime Periods”).

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If Tenant desires HVAC services during Overtime Periods, Tenant shall be able to request such overtime as needed by contacting the Building Manager and requesting Overtime HVAC for a specified time period.  If Landlord furnishes HVAC service during Overtime Periods, Tenant shall pay to Landlord the cost thereof at Landlord’s then established rate for such service in the Building.   The current rate is $125 per hour.

Section 10.7         Cleaning.  Landlord shall cause the Premises (excluding any portions thereof used for the storage, preparation, service or consumption of food or beverages; as an exhibition area or classroom; for storage; as a shipping room, mail room or for similar purposes; for private bathrooms, showers or exercise facilities; as a trading floor; primarily for operation of computer, data processing, reproduction, duplicating or similar equipment; and portions of the Premises that include any improvements or property that require non-standard office cleaning supplies, materials, procedures, labor or service, such as paintings and other works of art) to be cleaned, substantially in accordance with the standards set forth in Exhibit D-Cleaning Specifications. Landlord reserves the right to modify such standards from time-to-time provided that Landlord’s cleaning standards shall be reasonably consistent with those provided in Comparable Buildings. Any areas of the Premises which Landlord is not required to clean hereunder or which require additional cleaning shall be cleaned, at Tenant’s expense, by Landlord’s cleaning contractor for such additional charge as Landlord’s cleaning contractor might require from time to time.  Landlord’s cleaning contractor and its employees shall have access to the Premises at all times except between 8:00 a.m. and 5:30 p.m. on weekdays which are not Holidays.

Section 10.8         Water.  Landlord shall provide water in the core lavatories, drinking fountains and janitor’s closets on each floor of the Building.  If Tenant requires water  in excess of that used by a normal office building tenant of similar size using its premises for normal office use, Tenant shall pay for the cost of bringing water to the Premises and Landlord may install a meter to measure the water.  Tenant shall pay the cost of such installation, and for all maintenance, repairs and replacements thereto, and for the reasonable charges of Landlord for the water consumed.

Section 10.9         Refuse Removal.  Landlord shall provide refuse removal services at the Building for ordinary office refuse and rubbish.  Tenant shall pay to Landlord, Landlord’s reasonable charge for such removal to the extent that the refuse generated by Tenant exceeds the refuse customarily generated by general office tenants.  Tenant shall not dispose of any refuse in the Common Areas, and if Tenant does so, Tenant shall be liable for Landlord’s reasonable charge for such removal. Tenant shall, at Tenant’s expense, comply with all present and future Requirements regarding the collection, sorting, separation, and recycling of trash.  Each separately sorted category of trash shall be placed in separate receptacles as directed by Landlord.

Section 10.10       Directory and Suite Entry Signage.  Landlord shall list Tenant on at least one of the Building directories located in the first (1st) floor lobbies of the Building.  The Building directory listing Tenant’s name will be shared with other Building tenants and space on the directory shall be equitably apportioned amongst the tenants. Landlord shall, at Landlord’s expense, install Building standard suite entry signage at the principal suite entry location at the

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Premises.  At Tenant’s request, at any time during the Term, Landlord will design and install a Building-standard, wall-mounted suite entry sign on the wall directly outside the main suite entrance in the elevator lobby of the floor on which the Premises are located (the “Additional Sign”).  The basic design of the Additional Sign shall be based on the Building-standard signage, however it may incorporate a color reproduction of Tenant’s logo, including font and name.  The exact location of the sign shall be as shown on Exhibit A.  The dimensions of the Additional Sign shall not exceed two (2) feet in width and ten (10) inches in height, and will be wall-mounted.  The Additional Sign shall be installed by Landlord at Tenant’s sole cost and expense.

Section 10.11  Tenant Access to Premises.  Tenant shall have access to the Premises 24 hours a day, 7 days a week.  Outside of Business Hours, Building and floor access will be monitored by an electronic card or key security and access system or any such successor system installed and maintained by Landlord.  Tenant shall be responsible for access control to the Premises at Tenant’s expense.

Section 10.12 Telecommunications.  If Tenant requests that Landlord grant access to the Building to a telecommunications service provider designated by Tenant for purposes of providing telecommunications services to Tenant, Landlord shall use its reasonable good faith efforts to respond to such request within thirty (30) days. Tenant acknowledges that nothing set forth in this Section shall impose any affirmative obligation on Landlord to grant such request and that Landlord, in its sole discretion, shall have the right to determine which telecommunications service providers shall have access to Building facilities.

Section 10.13 Service Interruptions.  Landlord reserves the right to suspend any service when necessary, by reason of Unavoidable Delays, accidents or emergencies, or for Restorative Work which, in Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable Delay, accident or emergency shall cease or such Restorative Work is completed and Landlord shall not be liable for any interruption, curtailment or failure to supply services.  Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises as a result of any such interruption, curtailment or failure or defect in any such service, or change in the supply, character and/or quantity of, electrical service, and to restore any such services, remedy such situation and minimize any interference with Tenant’s business.  The exercise of any such right or the occurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise.  Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of electrical service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord. In the event of a casualty or a Taking, the applicable provisions of this Lease shall prevail over the rent abatement provisions of this Section.  The foregoing notwithstanding, if any failure or stoppage of Landlord’s services under this Lease (i) renders the Premises or any portion thereof untenantable for the normal conduct of Tenant’s business in all or a portion of the Premises and Tenant has ceased using the Premises or the affected portion thereof; (ii) was not caused by Tenant, its employees, invitees or agents; and (iii) extends for a period longer than three (3) consecutive Business Days (or, in the event of

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Unavoidable Delay, ten (10) Business Days), then provided no Event of Default exists, Tenant’s obligation to pay Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment for the affected portion of the Premises shall be abated beginning on the third (3rd) Business Day  (or, in the event of Unavoidable Delay, the tenth (10th) Business Day) following the date the aforementioned conditions are met and shall continue with respect to the Premises or the affected portion thereof (as applicable) until the conditions described in clause (i) no longer exist.

Section 10.14 Service Additions and Omissions.  Except with respect to the services that Landlord otherwise expressly agrees to provide under this Lease, Landlord shall have the right to add, modify and/or curtail any Building services as Landlord determines appropriate from time to time in Landlord’s sole discretion.

ARTICLE 11

INSURANCE; PROPERTY LOSS OR DAMAGE

Section 11.1 Tenant’s Insurance.

(a)           Tenant, at Tenant’s expense, shall obtain and keep in full force and effect during the Term:

(i)            a policy of commercial general liability insurance on an occurrence basis (utilizing then current ISO forms or equivalent) against claims for contractual liability, personal injury, bodily injury, death and/or property damage occurring in or about the Building, under which Tenant is named as the insured and Landlord, Landlord’s Agent and any Lessors and any Mortgagees whose names have been furnished to Tenant are named as additional insureds (the “Insured Parties”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of the Insured Parties.  The minimum limits of liability provided in any combination by a commercial general liability policy and excess liability or umbrella policy applying exclusively to the Premises shall be a combined single limit with respect to each occurrence and in the aggregate in an amount of not less than $5,000,000; provided, however, that Landlord shall retain the right to require Tenant to increase such coverage from time to time to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by landlords for similar office space in Comparable Buildings.  The deductible or self insured retention for such policy shall not exceed $10,000;

(ii)           insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “Special Form Causes of Loss” or “All Risk” property insurance policies, insuring Tenant’s Property and all Alterations and improvements to the Premises (including the initial Tenant Improvements) to the extent such Alterations and improvements exceed the cost of the improvements typically performed in connection with the initial occupancy of tenants in the Building (“Building Standard Installations”), for the full insurable value thereof or replacement cost thereof, having a deductible amount, if any, not in excess of $25,000;

(iii)          prior to and during the performance of any Alterations (other than Minor Alterations), until completion thereof, Builder’s Risk insurance on an “all risk” basis and

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on a completed value form including a Permission to Complete and Occupy endorsement, for full replacement value covering the interest of Landlord and Tenant (and their respective contractors and subcontractors) in all work incorporated in the Building and all materials and equipment in or about the Premises, Workers’ Compensation and Employer’s Liability Insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alterations) and commercial general liability (including property damage coverage) insurance, all in such form, for such periods, in such amounts and with such companies as Landlord may reasonably require, naming Landlord, Landlord’s Agent and any Mortgagee (of which Tenant has been given notice) as additional insureds to all policies except the Workers’ Compensation and Employer’s Liability Insurance policy;

(iv)          Workers’ Compensation Insurance, as required by law and Employers Liability Insurance in the amount of not less than $500,000;

(v)           Business Interruption/Rental Insurance; and

(vi)          such other insurance in such amounts as the Insured Parties may reasonably require from time to time, and which are customarily required by landlords for similar office space in Comparable Buildings.

(b)           All insurance required to be carried by Tenant (i) shall contain a provision that (x) no act or omission of Tenant shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained, and (y) shall be noncancellable and/or no material change in coverage shall be made thereto unless the Insured Parties receive thirty (30) days’ prior notice of the same, by certified mail, return receipt requested, and (ii) shall be effected under valid and enforceable policies issued by reputable insurers permitted to do business in the State and rated in Best’s Key Rating Guide, or any successor thereto as having a “Best’s Rating” of “A-” or better and a “Financial Size Category” of at least “X” or better or, if such ratings are not then in effect, the equivalent thereof or such other financial rating as Landlord may at any time reasonably consider appropriate.

(c)           On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate policies of insurance, including evidence of waivers of subrogation required to be carried pursuant to this Article and that the Insured Parties are named as additional insureds (the “Policies”). Evidence of each renewal or replacement of the Policies shall be delivered by Tenant to Landlord at least ten (10) days prior to the expiration of the Policies. In lieu of the Policies, Tenant may deliver to Landlord a certification from Tenant’s insurance company (on the form currently designated “Acord 27” (Evidence of Property Insurance) and “Acord 25-S” (Certificate of Liability Insurance), or the equivalent, provided that attached thereto is an endorsement to Tenant’s commercial general liability policy naming the Insured Parties as additional insureds) which shall be binding on Tenant’s insurance company, and which shall expressly provide that such certification (i) conveys to the Insured Parties all the rights and privileges afforded under the Policies as primary insurance, and (ii) contains an unconditional obligation of the insurance company to advise all Insured Parties in writing by certified mail, return receipt requested, at least thirty (30) days in advance of any termination or change to the Policies that would affect the interest of any of the Insured Parties.

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Section 11.2         Waiver of Subrogation. Landlord and Tenant shall each procure an appropriate clause in or endorsement to any property insurance covering the Real Property and personal property, fixtures and equipment located therein, wherein the insurer waives subrogation or consents to a waiver of right of recovery, and Landlord and Tenant agree not to make any claim against, or seek to recover from, the other for any loss or damage to its property or the property of others resulting from fire or other hazards to the extent covered (or would have been covered if the party had obtained and maintained the insurance it was required to carry under this Lease) by the property insurance that was required to be carried by that party under the terms of this Lease. Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for, (i) damage to any Above Building Standard Installations, (ii) Tenant’s Property, and (iii) any loss suffered by Tenant due to interruption of Tenant’s business.

Section 11.3         Restoration.

(a)           If the Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of reasonable access to the Premises, the damage shall be repaired by Landlord, to substantially the condition of the Premises prior to the damage, subject to the provisions of any Mortgage or Superior Lease and only to the extent that such repairs can reasonably be made from the net proceeds of any insurance actually received by Landlord, but Landlord shall have no obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Alterations or improvements to the Premises, to the extent (but only to the extent) such Alterations or improvements exceed Building Standard Installations (“Above Building Standard Installations”).  So long as Tenant is not in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section, and provided Tenant timely delivers to Landlord either Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Above Building Standard Installations, then until the restoration of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced in the proportion by which the area of the part of the Premises which is not usable (or accessible ) and is not used by Tenant bears to the total area of the Premises.

(b)           As a condition precedent to Landlord’s obligations to repair or restore any Above Building Standard Installations, Tenant shall (i) pay to Landlord upon demand a sum (“Tenant’s Restoration Payment”) equal to the amount, if any, by which (A) the cost, as reasonably estimated by a reputable independent contractor designated by Landlord, of repairing and restoring all Alterations and Tenant Improvements in the Premises to their condition prior to the damage, exceeds (B) the cost of restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security (the “Restoration Security”) in form and amount reasonably acceptable to Landlord to secure Tenant’s obligation to pay all costs in excess of restoring the Premises with Building Standard Installations.  If Tenant fails to deliver to Landlord either (1) Tenant’s Restoration Payment or the Restoration Security, as applicable, or (2) a waiver by Tenant, in form reasonably satisfactory to Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building Standard Installations, in either case within ten (10) Business

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Days after Landlord’s demand therefor, Landlord shall have no obligation to restore any Above Building Standard Installations and Tenant’s abatement of Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall cease when the restoration of the Premises (other than any Above Building Standard Installations) is Substantially Complete.

Section 11.4         Landlord’s Termination Right.  Notwithstanding anything to the contrary contained in Section 11.3, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged that, in the reasonable opinion of Landlord’s architect and engineers the substantial alteration, demolition, or reconstruction of the Building required to return it to a tenantable state (whether or not the Premises are so damaged or rendered untenantable) will take more than 12 months, then  Landlord may, not later than sixty (60) days following the date of the damage, terminate this Lease by written notice to Tenant, provided that if the Premises are not materially damaged, Landlord may not terminate this Lease unless Landlord similarly terminates (as a result of such damage) the leases of other tenants in the Building aggregating at least fifty percent (50%) of the portion of the Building occupied for office purposes immediately prior to such damage.  If this Lease is so terminated, (a) the Term shall expire upon the thirtieth (30th) day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the damage, and (d) any prepaid Rent for any period after the date of the damage shall be promptly refunded by Landlord to Tenant.

Section 11.5         Tenant’s Termination Right.  If the Premises are totally damaged and are thereby rendered wholly untenantable, or if the Building shall be so damaged that Tenant is deprived of reasonable access to the Premises, and if Landlord elects to restore the Premises, Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect estimates the restoration of the Premises (excluding any Above Building Standard Installations) shall be Substantially Completed. If such date, as set forth in the Restoration Notice, is more than twelve (12) months from the date of such damage, then Tenant shall have the right to terminate this Lease by giving notice (the “Termination Notice”) to Landlord not later than thirty (30) days following delivery of the Restoration Notice to Tenant. If Tenant delivers a Termination Notice, this Lease shall be deemed to have terminated as of the date of the giving of the Termination Notice, in the manner set forth in the second sentence of Section 11.4.

Section 11.6         Final 18 Months.  Notwithstanding anything to the contrary in this Article, if any damage during the final eighteen (18) months of the Term renders the Premises wholly untenantable, either Landlord or Tenant may terminate this Lease by notice to the other party within thirty (30) days after the occurrence of such damage and this Lease shall expire on the thirtieth (30th) day after the date of such notice.  For purposes of this Section, the Premises shall be deemed wholly untenantable if Tenant shall be precluded from using more than fifty percent (50%) of the Premises for the conduct of its business and Tenant’s inability to so use the Premises is reasonably expected to continue for more than ninety (90) days.

Section 11.7         Landlord’s Liability.  Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with

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respect to such property and neither Landlord nor its agents shall be liable for any damage to such property, or for the loss of or damage to any property of Tenant by theft or otherwise.  None of the Insured Parties shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire or other casualty, any damage caused by other tenants or persons in the Building or Parking Facility or by construction of any private, public or quasi-public work, or any latent defect in the Premises or in the Building or Parking Facility (except that Landlord shall be required to repair the same to the extent provided in Article 6).  No penalty shall accrue for delays which may arise by reason of adjustment of fire insurance on the part of Landlord or Tenant, or for any Unavoidable Delays arising from any repair or restoration of any portion of the Building, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of any such repair or restoration.

ARTICLE 12

EMINENT DOMAIN

Section 12.1         Taking.

(a)           Total Taking.  If all or substantially all of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public purpose (a “Taking”), this Lease shall terminate and the Term shall end as of the date of the vesting of title and Rent shall be prorated and adjusted as of such date.

(b)           Partial Taking.  Upon a Taking of only a part of the Real Property, the Building or the Premises then, except as hereinafter provided in this Article, this Lease shall continue in full force and effect, provided that from and after the date of the vesting of title, Fixed Rent and Tenant’s Proportionate Share shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking.

(c)           Landlord’s Termination Right.  Whether or not the Premises are affected, Landlord may, by notice to Tenant, within sixty (60) days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate (as a result of such taking) leases (including this Lease) affecting at least fifty percent (50%) of the portion of the Building occupied for office purposes immediately prior to such taking.

(d)           Tenant’s Termination Right.  If the part of the Real Property so Taken contains more than twenty percent (20%) of the total area of the Premises occupied by Tenant immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has reasonable means of access to the Premises or equivalent parking rights, Tenant may terminate this Lease by notice to Landlord given within thirty (30) days following the date upon which Tenant is given notice of such Taking.  If Tenant so notifies Landlord, this Lease shall end and expire upon the thirtieth (30th) day following the giving of such notice.  If a part of the Premises shall be so Taken and this Lease is not terminated in accordance with this Section, Landlord, without being required to spend more than it collects as an award, shall, subject to the provisions of any Mortgage or Superior Lease, restore that part of the Premises not so Taken to a self-

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contained rental unit substantially equivalent (with respect to character, quality, appearance and services) to that which existed immediately prior to such Taking, excluding Tenant’s Property and Above Building Standard Installations.

(e)           Apportionment of Rent.  Upon any termination of this Lease pursuant to the provisions of this Article, Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination.

(f)            Notice to Tenant of Taking.  Notwithstanding anything to the contrary in this Lease, Landlord agrees to deliver to Tenant written notice of any Taking within ten (10) Business Days following Landlord’s receipt of notice of the same.

Section 12.2         Awards.  Upon any Taking, Landlord shall receive the entire award for any such Taking, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations; and Tenant hereby assigns to Landlord all of its right in and to such award.  Nothing contained in this Article shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property or Above Building Standard Installations included in such Taking and for any moving expenses, provided any such award is in addition to, and does not result in a reduction of, the award made to Landlord.

Section 12.3         Temporary Taking.  If all or any part of the Premises is Taken temporarily during the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay all Rent payable by Tenant without reduction or abatement and to perform all of its other obligations under this Lease, except to the extent prevented from doing so by the condemning authority, and Tenant shall be entitled to receive any award or payment from the condemning authority for such use.

ARTICLE 13

ASSIGNMENT AND SUBLETTING

Section 13.1         Consent Requirements.

(a)           Except as expressly set forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and shall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent in each instance, which consent shall not be unreasonably withheld or delayed as provided in Section 13.3.

Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article shall be void and shall constitute an Event of Default.

(b)           If, without Landlord’s consent (when required), this Lease is assigned, or any part of the Premises is sublet or occupied by anyone other than Tenant or this Lease is

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encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved.  No such collection shall be deemed a waiver of the provisions of this Article, an acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under this Lease.

(c)           Landlord’s consent to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord’s consent to any further assignment or subletting.  In no event shall any permitted subtenant assign or encumber its sublease or further sublet any portion of its sublet space, or otherwise suffer or permit any portion of the sublet space to be used or occupied by others, except as provided in this Lease.

Section 13.2         Tenant’s Notice.  If Tenant desires to assign this Lease or sublet all or any portion of the Premises and Landlord’s consent thereto is required under this Lease, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease.  Such notice shall be deemed an irrevocable thirty (30) day offer from Tenant to Landlord of the right, at Landlord’s option, (1) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises as of the date indicated in the notice from Tenant to Landlord in (a) above (except as hereafter otherwise provided), or (2) if the proposed transaction is a sublease of thirty percent (30%) or more of the rentable square footage of the Premises (inclusive of any then subleased space at the Premises and any proposed sublease space) to a non-Related Entity or the term of such sublease (including any extension options provided for under the sublease) exceeds ninety percent (90%) of the remainder of the Term of this Lease (without regard to any then unexercised extension options under this Lease, but considering all extension options granted under the proposed sublease), to terminate this Lease with respect to the space that Tenant proposes to sublease (the “Partial Space”).  Such option may be exercised by notice from Landlord to Tenant within thirty (30) days after delivery of Tenant’s notice.  Subject to Section 13.6, if Landlord exercises its option to terminate all or a portion of this Lease, (A) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than ninety (90) days after the date Landlord receives the above notice unless Landlord agrees to such earlier date, (B) Rent shall be apportioned, paid or refunded as of such date, (C) Tenant, upon Landlord’s request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (D) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant.  Notwithstanding anything in this Section to the contrary, Section 13.6 shall take precedence over any arguably conflicting provision in this Section.

Section 13.3         Conditions to Assignment/Subletting.

(a)           If Landlord does not exercise its termination option under Section 13.2 or

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if Landlord otherwise does not have a termination option, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld or delayed.  Such consent shall be granted or denied within thirty (30) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) any other information Landlord may reasonably request, provided that:

(i)            in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for the Permitted Uses, and (3) does not violate any restrictions set forth in this Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;

(ii)           the Transferee is reputable with sufficient financial means to perform all of its obligations under this Lease or the sublease, as the case may be;

(iii)          reserved;

(iv)          the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;

(v)           reserved

(vi)          with respect to any transaction occurring prior to the last day of the fifth (5th) Lease Year, the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than sixty percent (60%) of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease, (2) any rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for the Transferee;

(vii)         Tenant is not released from liability under the Lease;

(viii)        with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all actual reasonable out-of-pocket expenses incurred by Landlord in connection with such proposed assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent; and

(ix)           the Transferee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the State.

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(b)           With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Lease:

(i)            the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;

(ii)           no sublease shall be for a term ending later than the Expiration Date;

(iii)          no Transferee shall take possession of any part of the Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.3;

(iv)          if an Event of Default occurs prior to the effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.7, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and

(v)           each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the subleased space or the Building, or in any way to prepare the sublet space for occupancy, beyond Landlord’s obligations under this Lease.  The provisions of this Section shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.

Section 13.4         Binding on Tenant; Indemnification of Landlord.  Notwithstanding any assignment or subletting or any acceptance of rent by Landlord from any Transferee, Tenant shall remain fully liable for the payment of all Rent due and for the performance of all the covenants, terms and conditions contained in this Lease on Tenant’s part to be observed and performed, and any default under any term, covenant or condition of this Lease by any Transferee or anyone

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claiming under or through any Transferee shall be deemed to be a default under this Lease by Tenant.  Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all Losses resulting from any claims that may be made against Landlord by the Transferee or anyone claiming under or through any Transferee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease, irrespective of whether Landlord shall give or decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under this Article.

Section 13.5         Tenant’s Failure to Complete. If Landlord consents to a proposed assignment or sublease and Tenant fails to execute and deliver to Landlord such assignment or sublease within one hundred twenty (120) days after the giving of such consent or the amount of space subject to such sublease varies by more than ten percent (10%) from that specified in the notice given by Tenant to Landlord pursuant to Section 13.2, then Tenant shall again comply with all of the provisions and conditions of Sections 13.2, 13.3 and 13.4 before assigning this Lease or subletting all or part of the Premises.

Section 13.6         Profits.  If Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord, Tenant shall, within sixty (60) days of Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable third-party expenses incurred in connection with such transaction including, without limitation, brokerage fees and legal fees paid in connection with such transaction, marketing costs, cash inducements, construction costs, construction and moving allowances, rent abatement and any lease assumption costs (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee.  The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease or assignment.  Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid.  In consideration of such assignment or subletting, Tenant shall pay to Landlord:

(a)           In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or

(b)           In the case of a sublease, fifty percent (50%) of any consideration paid under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs.  The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.  The foregoing notwithstanding, this Section shall not apply with respect to any transfer to a Related Entity in accordance with the terms and provisions of Section 13.7.

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Section 13.7         Transfers.

(a)           If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is or becomes publicly traded on a nationally recognized stock exchange.  For purposes of this Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity.  The provisions of Section 13.1 shall not apply to transactions with a business entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, and (iii) proof reasonably satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days following the effective date of any such transaction.  Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet or take assignment of all or part of the Premises for any Permitted Uses, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity.  Such sublease or assignment shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder.  For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of the Ownership Interests of such corporation or other business entity.

(b)           The limitations set forth in this Section shall apply to Transferee(s) and guarantor(s) of this Lease, if any, and any transfer by any such entity in violation of this Section shall be a transfer in violation of Section 13.1.

(c)           Any modification, amendment or extension of a sublease and/or any other agreement by which a landlord (or any affiliate thereof) of a building other than the Building agrees to assume the obligations of Tenant under this Lease shall be deemed a sublease for the purposes of Section 13.1 hereof.

Section 13.8         Assumption of Obligations.  No assignment or transfer shall be effective unless and until the Transferee executes, acknowledges and delivers to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee (a) assumes Tenant’s obligations under this Lease arising from and after the effective date of the assignment and (b) agrees that, notwithstanding such assignment or transfer, the provisions of Section 13.1 hereof shall be binding upon it in respect of all future assignments and transfers.

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Section 13.9         Tenant’s Liability.  The joint and several liability of Tenant and any successors-in-interest of Tenant and the due performance of Tenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord, extending the time, or modifying any of the terms and provisions of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord, to enforce any of the terms and provisions of this Lease.

Section 13.10  Listings in Building Directory.  The listing of any name other than that of Tenant on the doors of the Premises, the Building directory or elsewhere shall not vest any right or interest in this Lease or in the Premises, nor be deemed to constitute Landlord’s consent to any assignment or transfer of this Lease or to any sublease of the Premises or to the use or occupancy thereof by others.  Any such listing shall constitute a privilege revocable in Landlord’s discretion by notice to Tenant.

Section 13.11  Lease Disaffirmance or Rejection.  Unless Tenant is expressly released from this Lease in the course of an assignment pursuant to an instrument in writing duly executed by Landlord if at any time after an assignment by Tenant named herein, this Lease is not affirmed or is rejected in any bankruptcy proceeding or any similar proceeding, or upon a termination of this Lease due to any such proceeding, Tenant named herein, upon request of Landlord given after such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (a) pay to Landlord all Rent and other charges due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new lease of the Premises with Landlord for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Expiration Date, at the same Rent and upon the then executory terms, covenants and conditions contained in this Lease, except that (i) the rights of Tenant named herein under the new lease shall be subject to the possessory rights of the assignee under this Lease and the possessory rights of any persons or entities claiming through or under such assignee or by virtue of any statute or of any order of any court (if any), (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant named herein with due diligence, and (iii) such new lease shall require Tenant named herein to pay all Rent which, had this Lease not been so disaffirmed, rejected or terminated, would have become due under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto.  Notwithstanding anything in this Section to the contrary, in no case shall any liability arising under the foregoing provisions of this Section exceed the aggregate amount of Rent reserved under this Lease less all amounts received by Landlord pursuant to an obligation arising under this Lease, from whatever source.  If Tenant named herein defaults in its obligations to enter into such new lease for a period of twenty (20) Business Days after Landlord’s request, then, in addition to all other rights and remedies by reason of default, either at law or in equity, Landlord shall have the same rights and remedies against Tenant named herein as if it had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of Tenant’s default thereunder.

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ARTICLE 14

ACCESS TO PREMISES

Section 14.1         Landlord’s Access.

(a)           Landlord, Landlord’s agents and utility service providers servicing the Building may erect, use and maintain concealed ducts, pipes and conduits in and through the Premises provided such use does not cause the usable area of the Premises to be reduced beyond a de minimis amount.  Landlord shall promptly repair any damage to the Premises caused by any work performed pursuant to this Article.

(b)           Landlord and any other party designated by Landlord shall have the right to enter the Premises at any time in the case of an emergency.  Landlord, any Lessor or Mortgagee and any other party designated by Landlord and their respective agents shall have the right to enter the Premises at all reasonable times, upon reasonable notice (which notice may be oral) to examine the Premises, to perform Restorative Work to the Premises or the Building, to show the Premises to prospective purchasers, Mortgagees or Lessors and tenants, and their respective agents and representatives or others.

(c)           All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises, all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, mail chutes, conduits and other mechanical facilities, Base Building Systems, Building facilities and Common Areas are not part of the Premises, and Landlord shall have the use thereof and access thereto through the Premises for the purposes of Building operation, maintenance, alteration and repair.

Section 14.2         Building Name.  Landlord has the right at any time to change the name, street address or designation by which the Building is commonly known; provided, however, that if Landlord changes the name during the Term (other than as a result of a Requirement), then Landlord will reimburse Tenant for reasonable out-of-pocket costs incurred in re-printing all stationery, letterhead, business cards, and other printed materials that Tenant has on hand (not to exceed $2,000 in the aggregate).

Section 14.3         Light and Air. If at any time any windows of the Premises are temporarily darkened or covered over by reason of any Restorative Work, any of such windows are permanently darkened or covered over due to any Requirement or there is otherwise a diminution of light, air or view by another structure which may hereafter be erected (whether or not by Landlord), Landlord shall not be liable for any damages and Tenant shall not be entitled to any compensation or abatement of any Rent, nor shall the same release Tenant from its obligations hereunder or constitute an actual or constructive eviction.

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ARTICLE 15

DEFAULT

Section 15.1         Tenant’s Defaults.  Each of the following events shall be an “Event of Default” hereunder:

(a)           Tenant fails to pay when due any installment of Rent and such default shall continue for five (5) Business Days after notice of such default is given to Tenant except that if Landlord shall have given two such notices of default in the payment of any Rent in any 12-month period, Tenant shall not be entitled to any further notice of its delinquency in the payment of any Rent or an extended period in which to make payment until such time as 12 consecutive months shall have elapsed without Tenant having failed to make any such payment when due, and the occurrence of any default in the payment of any Rent within such 12-month period after the giving of 2 such notices shall constitute an Event of Default; or

(b)           Tenant fails to observe or perform any other term, covenant or condition of this Lease and such failure continues for more than thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of a nature that it cannot be completely remedied within thirty (30) days, failure by Tenant to commence to remedy such failure within said thirty (30) days, and thereafter diligently take all steps necessary to remedy such default, provided in all events the same is completed within ninety (90) days; or

(c)           if Landlord applies or retains any part of the security held by Landlord hereunder in accordance with the terms of this Lease, and Tenant fails to deposit with Landlord the amount so applied or retained by Landlord, or to provide Landlord with a replacement Letter of Credit (as hereinafter defined), if applicable, within five (5) Business Days after notice by Landlord to Tenant stating the amount applied or retained; or

(d)           Tenant files a voluntary petition in bankruptcy or insolvency, or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, liquidation, dissolution or similar relief under any present or future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or makes an assignment for the benefit of creditors or seeks or consents to or acquiesces in the appointment of any trustee, receiver, liquidator or other similar official for Tenant or for all or any part of Tenant’s property; or

(e)           a court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a trustee, receiver or liquidator of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; or

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(f)            Guarantor generally does not, or is unable to, or admits in writing its inability to, pay its debts as they become due or is subject to the filing of a petition, case or proceeding in bankruptcy; or

(g)           the occurrence of a default under any guaranty of all or any portion of Tenant’s liabilities under this Lease, which default continues beyond the expiration of any applicable notice and/or cure period(s) (if any) set forth in such guaranty.

Section 15.2         Landlord’s Remedies.

(a)           Upon the occurrence of an Event of Default, Landlord, at its option, and without limiting the exercise of any other right or remedy Landlord may have on account of such Event of Default, and without any further demand or notice, may give to Tenant notice of (i) the termination of this Lease, in which event this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the termination date set forth in such notice with the same force and effect as if the date set forth in the notice was the Expiration Date stated herein, and/or (ii) the termination of Tenant’s right of possession of the Premises, in which event Tenant’s right of possession of the Premises shall come to an end and expire (whether or not the Term shall have commenced) upon the termination date set forth in such notice; and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable for damages as provided in this Article and/or, to the extent permitted by law, Landlord may remove all persons and property from the Premises, which property shall be stored by Landlord at a warehouse or elsewhere at the risk, expense and for the account of Tenant.  Any termination notice may be given simultaneously with any notice of default given to Tenant.

(b)           If this Lease and the Term, or Tenant’s right to possession of the Premises, terminate as provided in Section 15.2(a):

(i)            Tenant shall quit and surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such termination, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by force (to the extent permitted by law) or otherwise in accordance with applicable legal proceedings (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other persons from the Premises and remove any and all of their property and effects from the Premises.

(ii)           Landlord, at Landlord’s option, may relet all or any part of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for any term ending before, on or after the Expiration Date, at such rental and upon such other conditions (which may include concessions and free rent periods) as Landlord, in its sole discretion, may determine.  Landlord shall have no obligation to accept any tenant offered by Tenant and shall not be liable for failure to relet or, in the event of any such reletting, for failure to collect any rent due upon any such reletting; and no such failure shall relieve Tenant of, or otherwise affect, any liability under this Lease.  Landlord shall use reasonable efforts to mitigate its damages but shall not be required to divert prospective tenants from any other portions of the Building.  Landlord, at Landlord’s option, may make such alterations, decorations and other

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physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(c)           Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, hereby waives all rights which Tenant and all such persons might otherwise have under any Requirement (i) to the service of any notice of intention to re-enter or to institute legal proceedings, (ii) to redeem, or to re-enter or repossess the Premises, (iii) to restore the operation of this Lease, after (A) Tenant shall have been dispossessed by judgment or by warrant of any court or judge, (B) any re-entry by Landlord, or (C) any expiration or early termination of the term of this Lease, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, and (iv) to any notice to quit the Premises.  The words “redeem,” “redemption,” “re-enter,” “re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings.

(d)           Upon the breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach and to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach.  The rights to invoke the remedies set forth above are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 15.3         Landlord’s Damages.

(a)           If this Lease and the Term, or Tenant’s right to possession of the Premises, terminate as provided in Section 15.2, then:

(i)            Tenant shall pay to Landlord all items of Rent payable under this Lease by Tenant to Landlord prior to the date of termination;

(ii)           Landlord may retain all monies, if any, paid by Tenant to Landlord, whether as prepaid Rent, a security deposit or otherwise, which monies, to the extent not otherwise applied to amounts due and owing to Landlord, shall be credited by Landlord against any damages payable by Tenant to Landlord;

(iii)          Tenant shall pay to Landlord, in monthly installments, on the days specified in this Lease for payment of installments of Fixed Rent, any Deficiency; it being understood that Landlord shall be entitled to recover the Deficiency from Tenant each month as the same shall arise, and no suit to collect the amount of the Deficiency for any month, shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(iv)          whether or not Landlord shall have collected any monthly Deficiency, Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency and as liquidated and agreed final damages, a sum equal to the amount by which the Rent for the period which otherwise would have constituted the unexpired portion of the Term (assuming the Additional Rent during such period to be the same as was payable for the year immediately

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preceding such termination or re-entry, increased in each succeeding year by 4% (on a compounded basis)) exceeds the then fair and reasonable rental value of the Premises, for the same period (with both amounts being discounted to present value at a rate of interest equal to 2% below the then Base Rate) less the aggregate amount of Deficiencies theretofore collected by Landlord pursuant to the provisions of Section 15.3(a)(iii) for the same period.  If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(b)           If the Premises, or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section.  Tenant shall not be entitled to any rents collected or payable under any reletting, whether or not such rents exceeds the Fixed Rent reserved in this Lease.  Nothing contained in this Article shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any Requirement, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section; provided, however, that Landlord shall only be entitled to one (1) full recovery for the breach of this Lease.

Section 15.4         Interest.  If any payment of Rent is not paid when due (including any applicable grace period, if any), interest shall accrue on such payment, from the date such payment became due until paid at the Interest Rate.  Tenant acknowledges that late payment by Tenant of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix.   Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any note secured by a Mortgage covering the Premises.  Therefore, in addition to interest, if any amount is not paid when due, a late charge equal to five percent (5%) of such amount shall be assessed; provided, however, that on 1 occasion during any Calendar Year of the Term, Landlord shall give Tenant notice of such late payment and Tenant shall have a period of five (5) days thereafter in which to make such payment before any late charge is assessed.  Such interest and late charges are separate and cumulative and are in addition to and shall not diminish or represent a substitute for any of Landlord’s rights or remedies under any other provision of this Lease.

Section 15.5         Other Rights of Landlord.  If Tenant fails to pay any Additional Rent when due, Landlord, in addition to any other right or remedy, shall have the same rights and remedies as in the case of a default by Tenant in the payment of Fixed Rent.   If Tenant is in arrears in the payment of Rent, Tenant waives Tenant’s right, if any, to designate the items against which any payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to any items Landlord sees fit, regardless of any request by Tenant. Landlord reserves the right, without liability to Tenant and without constituting any claim of constructive eviction, to suspend furnishing or rendering to Tenant any property, material, labor, utility or other service, whenever Landlord is obligated to furnish or render the same at the expense of Tenant, if (but only for so long as) Tenant is in arrears in paying Landlord for such

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items for more than five (5) Business Days after notice from Landlord to Tenant demanding the payment of such arrears. If Tenant fails to pay any Rent when due or Tenant otherwise fails to fully and timely perform its obligations under this Lease and Landlord engages an attorney in connection with such failure, Tenant shall pay upon demand the reasonable attorneys’ fees incurred by Landlord regardless of whether Landlord initiates legal action in connection with such failure.

Section 15.6         Default by Landlord.    Landlord will be in default if Landlord fails to perform its obligations under this Lease within thirty (30) days after written notice by Tenant to Landlord (and any Mortgagee or Lessor of which Tenant has received written notice from Landlord) specifying wherein Landlord has failed to perform such obligations.  If the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord will not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.  Upon the occurrence of a default, Tenant shall have all rights and remedies afforded to it, whether at law or in equity.

ARTICLE 16

LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES

If Tenant defaults in the performance of its obligations under this Lease, Landlord, without waiving such default, may perform such obligations at Tenant’s expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any other tenant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any Requirement, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after ten (10) Business Days from the date Landlord gives notice of the defaulted obligation.  All actual reasonable out-of-pocket costs and expenses incurred by Landlord in connection with any such performance by it and all actual reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord or in which Landlord is a party to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord within 10 Business Days after receipt of Landlord’s invoice for such amount (accompanied by copies of invoice(s) evidencing such costs), with interest thereon at the Interest Rate from the date that notice is delivered.  Except as expressly provided to the contrary in this Lease, all costs and expenses which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor, utility or other services which, pursuant to this Lease, attributable directly to Tenant’s use or occupancy of the Premises or presence at the Building, or at the request and for the account of Tenant, are provided, furnished or rendered by Landlord, shall become due and payable by Tenant to Landlord within ten (10) Business Days after receipt of Landlord’s invoice for such amount (accompanied by copies of invoice(s) evidencing such costs).

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ARTICLE 17

NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL

Section 17.1         No Representations.  Except as expressly set forth in this Lease, Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to the Building, the Real Property or the Premises and no rights, easements or licenses are acquired by Tenant by implication or otherwise.  Tenant is entering into this Lease after full investigation and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

Section 17.2         No Money Damages.  Except to the extent that Landlord is acting with gross negligence or is conducting itself with bad faith, wherever in this Lease Landlord’s consent or approval is required, if Landlord refuses to grant such consent or approval, whether or not Landlord expressly agreed that such consent or approval would not be unreasonably withheld, Tenant shall not make, and Tenant hereby waives, any claim for money damages (including any claim by way of set-off, counterclaim or defense) based upon Tenant’s claim or assertion that Landlord unreasonably withheld or delayed its consent or approval.  Except as set forth above (in which case Tenant reserves its rights to seek compensatory damages), Tenant’s sole remedy shall be an action or proceeding to enforce such provision, by specific performance, injunction or declaratory judgment.  In no event shall Landlord be liable for, and Tenant, on behalf of itself and all other Tenant Parties, hereby waives any claim for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with this Lease.

Section 17.3        Reasonable Efforts.  For purposes of this Lease, “reasonable efforts” by Landlord shall not include an obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

ARTICLE 18

END OF TERM

Section 18.1         Expiration.  Upon the expiration or earlier termination of this Lease, Tenant shall quit and surrender the Premises to Landlord vacant, broom clean and in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall have satisfied Tenant’s removal obligations under Article 5.

Section 18.2         Holdover Rent. Landlord and Tenant recognize that Landlord’s damages resulting from Tenant’s failure to timely surrender possession of the Premises may be substantial, may exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure. Accordingly, if possession of the Premises is not surrendered to Landlord on the Expiration Date or sooner termination of this Lease, in addition to any other rights or remedies Landlord may have hereunder or at law, Tenant shall (a) pay to Landlord for each month (or any portion thereof) during which Tenant holds over in the Premises after the Expiration Date or sooner termination of this Lease, a sum equal to the greater of (i) the Holdover Multiplier times

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the Rent payable under this Lease for the last full calendar month of the Term, and (ii) the Holdover Multiplier times the rate Landlord is then asking for comparable space in the Building (or if no comparable space is then available, the Holdover Multiplier times the fair market rental value of the Premises as reasonably determined by Landlord), (b) be liable to Landlord for (1) any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the holding-over by Tenant, and (2) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by Tenant, and (c) indemnify Landlord against all claims for damages by any New Tenant. No holding-over by Tenant, nor the payment to Landlord of the amounts specified above, shall operate to extend the Term hereof or to establish a month to month or any other tenancy. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the Expiration Date or sooner termination of this Lease, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of this Lease shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section.  The Holdover Multiplier shall mean one hundred twenty-five percent (125%) as to any holdover not exceeding two (2) months and two hundred percent (200%) as to any holdover exceeding two (2) months.

ARTICLE 19

QUIET ENJOYMENT

Provided this Lease is in full force and effect and no Event of Default then exists, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any person lawfully claiming through or under Landlord, subject to the terms and conditions of this Lease and to all Superior Leases and Mortgages.

ARTICLE 20

NO SURRENDER; NO WAIVER

Section 20.1         No Surrender or Release.  No act or thing done by Landlord or Landlord’s agents or employees during the Term shall be deemed an acceptance of a surrender of the Premises, and no provision of this Lease shall be deemed to have been waived by Landlord or Tenant, unless such waiver is in writing and is signed by Landlord or Tenant as applicable, except to the extent expressly provided otherwise in this Lease.

Section 20.2         No Waiver.  The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations, shall not be construed as a waiver or relinquishment for the future performance of such obligations of this Lease or the Rules and Regulations, or of the right to exercise such election but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.  The receipt by Landlord of any Rent payable pursuant to this Lease or any other sums with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach.  No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than a payment on

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account of the earliest stipulated Rent, or as Landlord may elect to apply such payment, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease.

ARTICLE 21

WAIVER OF TRIAL BY JURY

Section 21.1         Jury Trial Waiver.  Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other in connection with any matters in any way arising out of or connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, any guaranty of all or any portion of Tenant’s liabilities under this Lease or the enforcement of any remedy under any statute, emergency or otherwise.

ARTICLE 22

NOTICES

Except as otherwise expressly provided in this Lease, all consents, notices, demands, requests, approvals or other communications given under this Lease shall be in writing and shall be deemed sufficiently given or rendered only if delivered by hand (provided a signed receipt is obtained) or if sent by registered or certified mail (return receipt requested) or by a nationally recognized overnight delivery service making receipted deliveries, addressed to Landlord and Tenant as set forth in Article 1, and to any Mortgagee or Lessor who shall require copies of notices and whose address is provided to Tenant, or to such other address(es) as Landlord, Tenant or any Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given to the other in accordance with the provisions of this Article.  Any such consent, notice, demand, request, approval or other communication shall be deemed to have been given on the date of receipted delivery, refusal to accept delivery or when delivery is first (1st) attempted but cannot be made due to a change of address for which no notice is given or three (3) Business Days after it shall have been mailed as provided in this Article, whichever is earlier.

ARTICLE 23

RULES AND REGULATIONS

All Tenant Parties shall observe and comply with, and Tenant shall cause all Tenant Parties shall observe and comply with the Rules and Regulations, as reasonably supplemented or amended from time to time.  Landlord reserves the right, from time to time, to adopt additional reasonable Rules and Regulations and to reasonably amend the Rules and Regulations then in effect; provided, however, that no change to the Rules and Regulations shall result in a material out-of-pocket cost to Tenant unless such change is usual and customary for Comparable Buildings.  Nothing contained in this Lease shall impose upon Landlord any obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other

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Building tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees, provided that Landlord shall enforce the Rules or Regulations against Tenant in a non-discriminatory fashion. To the extent that any Rules or Regulations conflict with the express terms of this Lease, the terms of this Lease shall control.

ARTICLE 24

BROKER

Landlord has retained Landlord’s Agent as leasing agent in connection with this Lease and Landlord will be solely responsible for any fee that may be payable to Landlord’s Agent.  Landlord agrees to pay a commission to Tenant’s Broker pursuant to a separate agreement.  Each of Landlord and Tenant represents and warrants to the other that neither it nor its agents have dealt with any broker in connection with this Lease other than Landlord’s Agent and Tenant’s Broker and that no other broker, finder or like entity procured or negotiated this Lease or is entitled to any fee or commission in connection herewith.  Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all Losses which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Landlord’s Agent and Tenant’s Broker) arising out of any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, and/or the above representation being false.

ARTICLE 25

INDEMNITY

Section 25.1         Tenant’s Indemnity. Tenant shall not do or permit to be done any act or thing upon the Premises and Tenant will not do any act or thing in the Building which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Requirement, and shall exercise such control over the Premises as to fully protect Landlord against any such liability. Subject to the provisions of Section 11.2, except to the extent of any such injury or damage resulting from the negligence or willful misconduct of Landlord or Landlord’s agents or employees, Tenant shall indemnify, defend, protect and hold harmless each of the Landlord Parties from and against any and all Losses, resulting from any claims (i) against the Landlord Parties arising from any act, omission or negligence of all Tenant Parties, (ii) against the Landlord Parties arising from any accident, injury or damage to any person or to the property of any person and occurring in or about the Premises, and (iii) against the Landlord Parties resulting from any breach, violation or nonperformance of any covenant, condition or agreement of this Lease on the part of Tenant to be fulfilled, kept, observed or performed.

Section 25.2         Landlord’s Indemnity. Subject to the provisions of Section 11.2, Landlord shall indemnify, defend and hold harmless Tenant and each of the Tenant Parties from and against all Losses incurred by Tenant arising from any accident, injury or damage to any person or the property of any person in or about the Common Areas (specifically excluding the Premises) to the extent attributable to the gross negligence or willful misconduct of Landlord or Landlord Parties.

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Section 25.3         Defense and Settlement.  If any claim, action or proceeding set forth in Section 25.1 is made or brought against any Landlord Party, then upon demand by a Landlord Party, Tenant, at Tenant’s expense, shall resist or defend such claim, action or proceeding in the Landlord Party’s name (if necessary), by attorneys approved by the Landlord Party, which approval shall not be unreasonably withheld (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section).  Notwithstanding the foregoing, a Landlord Party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shall pay the actual reasonable out-of-pocket fees and disbursements of such attorneys.  If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Tenant’s expense.  Notwithstanding anything herein contained to the contrary, Tenant may direct the Landlord Party to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Landlord Party other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant at the time such settlement is reached, (c) such settlement shall not require the Landlord Party to admit any liability, and (d) the Landlord Party shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

ARTICLE 26

MISCELLANEOUS

Section 26.1         Delivery.  This Lease shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant shall have executed and delivered this Lease to the other.

Section 26.2         Transfer of Real Property.  Landlord’s obligations under this Lease arising from and after the date of Transfer shall not be binding upon the Landlord named herein after the sale, conveyance, assignment or transfer (collectively, a “Transfer”) by such Landlord (or upon any subsequent landlord after the Transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such Transfer, Landlord (and any such subsequent Landlord) shall be entirely freed and relieved of all covenants and obligations of Landlord hereunder arising from and after the date of Transfer and the transferee of Landlord’s interest (or that of such subsequent Landlord) in the Building or the Real Property, as the case may be, shall be deemed to have assumed all obligations under this Lease arising from and after the date of Transfer.

Section 26.3         Limitation on Liability.  The liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or any Landlord Party in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Landlord Parties shall be personally liable for the performance of Landlord’s obligations under this Lease.

Section 26.4         Rent.  All amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Tenant’s Tax Payment, Tenant’s

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Operating Payment, Additional Rent or Rent, shall constitute rent for the purposes of Section 502(b)(6) of the United States Bankruptcy Code.

Section 26.5         Entire Document. This Lease includes all riders, exhibits, schedules and other attachments hereto and all supplemental agreements provided for herein (each of which is incorporated herein by this reference) and constitutes the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease.  In the event of any inconsistency between the terms and provisions of this Lease and the terms and provisions of the riders, exhibits, schedules and other attachments hereto and all supplemental agreements provided for herein, the terms and provisions of this Lease shall control.

Section 26.6         Governing Law.  This Lease shall be governed in all respects by the laws of the State (but not including the choice of law rules thereof).

Section 26.7         Unenforceability.  If any provision of this Lease, or its application to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

Section 26.8         Lease Disputes.

(a)           Landlord and Tenant agree that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the courts of the State or the United States District Court for the State and for that purpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Landlord and Tenant agree that so far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Lease, or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon it in any such court.

(b)           To the extent that Tenant has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Tenant irrevocably waives such immunity in respect of its obligations under this Lease.

Section 26.9         Landlord’s Agent.  Unless Landlord delivers written notice to Tenant to the contrary, Landlord’s Agent is authorized to act as Landlord’s agent in connection with the performance of this Lease, and Tenant shall be entitled to rely upon correspondence received from Landlord’s Agent. Tenant acknowledges that Landlord’s Agent is acting solely as agent for Landlord in connection with the foregoing; and neither Landlord’s Agent nor any of its direct or indirect partners, members, managers, officers, shareholders, directors, employees, principals, agents or representatives shall have any liability to Tenant in connection with the performance of this Lease, and Tenant waives any and all claims against any and all of such parties arising out of, or in any way connected with, this Lease, the Building or the Real Property.

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Section 26.10  Estoppel.  Within ten (10) Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form reasonably satisfactory to Landlord, any Mortgagee or any Lessor, (a) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent and Additional Rent then payable, (c) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, (d) stating the amount of the security, if any, under this Lease, (e) stating whether there are any subleases or assignments affecting the Premises, (f) stating the address of Tenant to which all notices and communications under the Lease shall be sent, and (g) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor.  Tenant acknowledges that any statement delivered pursuant to this Section may be relied upon by any purchaser or owner of the Real Property or the Building or all or any portion of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof.

Section 26.11  Certain Interpretational Rules.  For purposes of this Lease, whenever the words “include”, “includes”, or “including” are used, they shall be deemed to be followed by the words “without limitation” and, whenever the circumstances or the context requires, the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa.  This Lease shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question.

The captions in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or the intent of any provision hereof.

Section 26.12  Parties Bound.  The terms, covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as otherwise provided in this Lease, to their respective successors, and assigns.

Section 26.13  Memorandum of Lease.  This Lease shall not be recorded; however, at Landlord’s request, Landlord and Tenant shall promptly execute, acknowledge and deliver a memorandum with respect to this Lease sufficient for recording and Landlord may record the memorandum.  Within ten (10) days after the end of the Term, Tenant shall enter into such documentation as is reasonably required by Landlord to remove the memorandum of record.

Section 26.14  Counterparts.  This Lease may be executed in 2 or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

Section 26.15  Survival. Except as otherwise expressly provided in the Lease, all obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration

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or other termination of this Lease, and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be, performed after such expiration or other termination, shall survive the expiration or other termination of this Lease. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Lease, and with respect to any Rent and any other amounts payable under this Lease, shall survive the expiration or other termination of this Lease for any period expressly provided for in the Lease or the applicable statute of limitation if no time period is specified herein.

Section 26.16  Inability to Perform.  This Lease and the obligation of Tenant to pay Rent and to perform all of the other covenants and agreements of Tenant hereunder shall not be affected, impaired or excused by any Unavoidable Delays.  Landlord shall use reasonable efforts to promptly notify Tenant of any Unavoidable Delay which prevents Landlord from fulfilling any of its obligations under this Lease.

Section 26.17  Reserved.

Section 26.18  Reserved.

Section 26.19  Financial Statements.  Tenant agrees to deliver to Landlord within 120 days after the end of the Tenant’s fiscal year, a balance sheet for Tenant as of the end of such fiscal year and an income and loss statement for Tenant for such fiscal year.

Section 26.20  Changes to Real Property. Landlord shall have the following rights (a) to rearrange, change, expand or contract the Common Areas; (b) to use Common Areas while engaged in making improvements, repairs or alterations to the Real Property; and (c) to do and perform such other acts and make such other changes to the interior of the Building (including, without limitation, the lobbies, entrances, passageways, doors, doorways, atriums, corridors, elevators, stairs, common area restrooms, loading docks and parking garage) and the exterior of the Building (including, without limitation, the façade, roof, sidewalks, exterior windows and arcade), all as Landlord may from time to time in its sole judgment deem to be appropriate.  Landlord may exercise any or all of the foregoing rights without being deemed to be guilty of an eviction, actual or constructive, or a disturbance of Tenant’s business or use or occupancy of the Premises.  Tenant shall have no claim for damages, indemnification or eviction (whether actual or constructive) against Landlord nor shall Tenant be entitled to any diminution or abatement of Rent arising from Landlord’s exercise of any or all of the foregoing rights. Tenant acknowledges that it has no rights to any development rights, air rights or comparable rights appurtenant to the Real Property and Tenant consents, without further consideration, to any utilization of such rights by Landlord.

Section 26.21  Tax Status of Beneficial Owner.  Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may from time to time qualify as real estate investment trusts pursuant to Sections 856 et seq. of the Internal Revenue Code of 1986 as amended (the “Code”) and that avoiding (a) the loss of such status, (b) the receipt of any income derived under any provision of this Lease that does not constitute “rents from real property” (in the case of real estate investment trusts), and (c) the imposition of income, penalty or similar

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taxes (each an “Adverse Event”) is of material concern to Landlord and such beneficial owners. In the event that this Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification. Any amendment or modification pursuant to this Article shall be structured so that the economic results to Landlord and Tenant shall be substantially similar to those set forth in this Lease without regard to such amendment or modification. Without limiting any of Landlord’s other rights under this Section, Landlord may waive the receipt of any amount payable to Landlord hereunder and such waiver shall constitute an amendment or modification of this Lease with respect to such payment. Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported sublease or assignment shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy, or utilization of any part of the Premises.

Section 26.22  Time of the Essence. Time is of the essence under this Lease.

Section 26.23  OFAC. Tenant represents and warrants to Landlord that Tenant is not and shall not become a person or entity with whom Landlord is restricted from doing business under any regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities.

ARTICLE 27

LETTER OF CREDIT

Section 27.1 Form of Letter of Credit; Letter of Credit Amount.  Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any breach or default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit F-Form of Letter of Credit and containing the terms required herein, payable in the State, running in favor of Landlord and issued by a solvent, national banking association with a long term rating of BBB or higher, in the amount set forth in Article 1 of this Lease (subject in all cases, however, to the terms of Section 27.6) (the “Letter of Credit Amount”).  The Letter of Credit shall (i) be “callable” at sight, irrevocable and unconditional (but Landlord agrees not to make any call unless there is an Event of Default by Tenant), (ii) be maintained in effect, whether through renewal or extension, for the period from the

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Commencement Date and continuing until the date (the “LC Expiration Date”) that is sixty (60) days after the expiration of the Term (as the same may be extended), and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication #500. If the Term of this Lease is extended, not later than thirty (30) days prior to the commencement of the extension Term, Tenant shall deliver to Landlord a new Letter of Credit or certificate of renewal or extension evidencing the LC Expiration Date sixty (60) days after the expiration of the extended Term. The form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord, in Landlord’s sole discretion. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable:  (1) such amount is due to Landlord under the terms and conditions of this Lease, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date.  The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit.

Section 27.2         Transfer of Letter of Credit by Landlord.  The Letter of Credit shall also provide that Landlord, its successors and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether on not such transfer is separate from or as a part of the assignment by Landlord of its rights and interests in and to this Lease.  In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit to the transferee and thereupon Landlord without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord.  In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.

Section 27.3         Maintenance of Letter of Credit by Tenant. If, as a result of any drawing by Landlord on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) Business Days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Article, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in Section 15.1 of this Lease, the same shall constitute an Event of Default by Tenant.  Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part

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thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.  Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Article, and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all actual reasonable losses and damages incurred by Landlord as a result of any uncured Event of Default Tenant under this Lease.  Any unused proceeds shall constitute a cash security deposit held by Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of an Event of Default by Tenant under this Lease; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Section 27.4         Landlord’s Right to Draw Upon Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any Event of Default on the part of Tenant under this Lease.  If Tenant shall breach any provision of this Lease or otherwise be in default hereunder and such breach or default becomes an Event of Default, Landlord may (acting reasonably and in good faith), but without obligation to do so, and without notice to Tenant, draw upon the Letter of Credit, in part or in whole, to cure any Event of Default of Tenant (which Event of Default is curable by the payment of money) and/or to compensate Landlord for any and all actual, reasonable, out-of-pocket damages of any kind or nature sustained or which Landlord reasonably and demonstrably estimates that it will sustain resulting from Tenant’s breach or default.  The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.  Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the Letter of Credit.  No

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condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner.  Tenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank, (b) Tenant is not a third party beneficiary of such contract, (c) Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof, and (d) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Section 27.5         Letter of Credit Not a Security Deposit.  Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or any proceeds thereof be deemed to be or treated as a “security deposit” under the laws of the State. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.

Section 27.6         Reduction.  If no Event of Default then exists and Tenant complies with the provisions of this Section, (i) on the second (2nd) anniversary of the Rent Commencement Date, the amount of the Letter of Credit or cash security shall be reduced to $300,000, (ii) provided the amount of the Letter of Credit or cash security shall have previously been reduced pursuant to the preceding clause (ii), on the third (3rd) anniversary of the Rent Commencement Date the amount of the Letter of Credit or cash security shall be reduced to $225,000, (iii) provided the amount of the Letter of Credit or cash security shall have previously been reduced pursuant to the preceding clauses (i) and (ii), on the fourth (4th) anniversary of the Rent Commencement Date the amount of the Letter of Credit or cash security shall be reduced to $150,000 and (iv) provided the amount of the Letter of Credit or cash security shall have previously been reduced pursuant to the preceding clauses (i) through (iii), on the fifth (5th)  anniversary of the Rent Commencement Date the amount of the Letter of Credit or cash security shall be reduced to $75,000.  The security shall be reduced as follows: (A) if the security is in the form of cash, Landlord shall, within 10 Business Days following notice by Tenant to Landlord that Tenant is entitled to reduce the security pursuant to this Section, deliver to Tenant the amount by which the cash security is reduced, or (B) if the security is in the form of a Letter of Credit, Tenant shall deliver to Landlord a consent to an amendment to the Letter of Credit (which amendment must be reasonably acceptable to Landlord in all respects), reducing the amount of the Letter of Credit by the amount of the permitted reduction, and Landlord shall execute such consent and such other documents as are reasonably necessary to reduce the amount of the Letter of Credit in accordance with the terms hereof.  If Tenant delivers to Landlord a consent to an amendment to the Letter of Credit in accordance with the terms hereof, Landlord shall, within 10 Business Days after delivery of such consent, either (1) provide its reasonable objections to such amendment or (2) execute such consent in accordance with the terms hereof.

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ARTICLE 28

OPTION TO EXPAND

Section 28.1         Exercise of Option.              Tenant shall, provided (i) no Event of Default exists on the date Tenant notifies Landlord of its intent to exercise this right, and (ii) Tenant has not effected an assignment of the Lease or sublet more than twenty-five percent (25%) of the Premises pursuant to a transaction requiring Landlord’s consent, have the option to add to the Premises an additional area containing approximately 2,115 square feet of rentable area on the sixth (6th) floor of the Building, as indicated on the floor plan attached as Exhibit A (being identified as the “Option Space”).  Landlord shall determine the anticipated delivery date thereof, which shall be no earlier than January 1, 2013 and no later than March 1, 2015 (the “Anticipated Option Space Delivery Date”), and notify Tenant no later than eighteen (18) months prior to the date so determined.  Tenant may exercise this option to expand by giving written notice to Landlord no earlier than fifteen (15) months, nor later than twelve (12) months, preceding the Anticipated Option Space Delivery Date.  If Tenant gives notice of its intent to exercise said option to expand the Premises to include the Option Space, Landlord shall deliver the Option Space to Tenant on the Anticipated Option Space Delivery Date.  Tenant may not lease less than all of the Option Space.  Tenant’s right to exercise the option on the Option Space (the “Option”) shall be personal to Tenant, provided, however, that the Option shall transfer with the other Lease rights if as and when Tenant enters into any sublease (x) to a Related Entity or (y) that does not otherwise require Landlord’s consent.

Section 28.2         Conditions.           Tenant’s exercise of said option shall be subject to the following conditions: (i) Tenant shall accept the Option Space as part of the Premises, in its then “as is” condition; (ii) the term of the Lease with regard to the Option Space shall commence on the date on which Landlord delivers possession of the Option Space to Tenant (the “Option Space Commencement Date”), and said term shall be coterminous with the term of the Lease and any extension thereof; (iii) Tenant’s obligation to pay Fixed Rent for the Option Space shall commence sixty (60) days following the Option Space Commencement Date or if earlier, the date on which Tenant occupies the Option Space for the actual conduct of business (the “Option Space Rent Commencement Date”); (iv) the Fixed Rent for the Option Space shall be an amount equal to the then escalated Fixed Rent for the Premises (on a per square foot basis) which shall escalate thereafter on the same schedule as the rest of the Premises; (v) Landlord’s contribution with respect thereto shall be $42,300, computed as the product of $20.00 and the Area of the Option Space and (vi) Tenant’s Proportionate Share shall be revised and increased to 4.95% to reflect the addition of the Option Space to the Premises, such revised percentage to become effective as of the Option Space Rent Commencement Date, with appropriate pro rata adjustments being made in the calculation of Tenant’s Proportionate Share for the calendar year in which such revised percentage becomes effective (and the Base Year shall be calendar year 2009); and (vi) all other terms and conditions of the Lease shall be generally applicable to the Option Space, except as the same are specifically modified by the mutual agreement of the parties at that time.

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Section 28.3         Late Delivery.  Notwithstanding the foregoing, in the event Landlord is unable to deliver possession of the Option Space to Tenant on the Anticipated Option Space Delivery Date, for any reason or condition beyond Landlord’s reasonable control, then Landlord, its agents and employees, shall not be liable or responsible for any claims, damages, or liabilities in connection therewith or by reason thereof, nor shall the obligation of Tenant to accept said Option Space be excused, except that the Option Space Commencement Date shall not occur until the date Landlord delivers possession of the Option Space to Tenant.  In such event, Landlord shall use commercially reasonable efforts to make the Option Space available to Tenant at the earliest possible time, and Landlord shall deliver notice to Tenant of the anticipated delivery date of the Option Space within five (5) Business Days after Landlord knows that the Anticipated Option Space Delivery Date has changed.  If Landlord is unable to deliver the Option Space to Tenant for any reason (other than one proximately caused by Tenant) by the date which is six (6) months following the Anticipated Option Space Delivery Date, then Tenant may by notice to Landlord given prior to the actual Option Space Commencement Date, rescind its exercise of the Option, and on delivery of that notice, Tenant shall have no further obligation with respect to the Option Space.

ARTICLE 29

OPTION TO TERMINATE

Section 29.1         Option To Terminate.  Subject to Section 29.2 following, Tenant shall have, and is hereby given, the option to terminate this Lease effective as of the last day of the third (3rd) Lease Year, the fifth (5th) Lease Year or the seventh (7th) Lease Year (as chosen by Tenant) (the “Termination Date”), provided there exists no Event of Default on the date Tenant notifies Landlord of its intent to exercise this option and Tenant has not assigned the Lease in a transaction requiring Landlord’s consent.  Tenant may exercise this option to terminate only by serving upon Landlord written notice of such election (the “Termination Notice”), with a copy of such Termination Notice to all Lessors and/or Mortgagees, provided that Landlord has designated such Lessors and Mortgagees in writing by notice from Landlord to Tenant, no later than twelve (12) months preceding the Termination Date, nor earlier than fifteen (15) months preceding the Termination Date (the “Required Termination Election Date”).  Tenant shall, as a condition to such election, pay to Landlord a termination fee in the amount of (1) the Unamortized Transaction Costs Amount (as hereinafter defined), plus (2) the product of four (4) multiplied by the Fixed Rent monthly installment, Tax Estimate monthly installment and Expense Estimate monthly installment which would be due and owing for the calendar month immediately following the Termination Date if the Lease had not been terminated (collectively, the “Termination Fee”).  Upon written request made no earlier than six (6) months prior to the Required Termination Election Date, Landlord shall advise Tenant of the dollar amount of component (1) of the Termination Fee.  The Termination Fee shall be due and owing along with the Termination Notice, and shall be a condition to the effectiveness thereof.  The portion of component (2) attributable to Tax Estimate and Expense Estimate shall be based upon an estimate provided by Landlord upon Tenant’s request and shall be subject to a true up as soon as reasonably possible following the Termination Date.  The “Unamortized Transaction Costs Amount” shall mean Landlord’s unamortized upfront (including those incurred with respect to the Option Space) transaction costs (amortized at 10% over the Term), which costs include

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leasing commissions, improvement allowances, free rent (or similar concessions, which for purposes hereof, shall be deemed to include the rent for the Additional Premises which would have been paid had the rent for the Additional Premises commenced on the Rent Commencement Date as opposed to the first day of the fourth (4th) Lease Year) and actual, reasonable, out-of-pocket attorneys fees.  In the event Tenant elects to terminate the Lease pursuant to this Section 29.1, Tenant shall, in addition, remain fully obligated for all Rent and other charges, including Tenant’s prorated share of increases in Operating Expenses and Taxes incurred under the Lease through the Termination Date, including amounts billed subsequent to the Termination Date and properly allocable to the period prior to the Termination Date.  In the event Tenant properly exercises this option, Landlord shall prepare and the parties shall execute a Termination of Lease Agreement within fifteen (15) days following the date on which Tenant exercises its option to terminate.

Section 29.2         Sale of Company Requirement.        Tenant’s rights pursuant to Section 29.1 above are contingent upon the completion prior to tender of the Termination Notice of a transaction pursuant to which Tenant is merged with another corporation or other entity or all or substantially all of the assets of Tenant are sold to another corporation or another entity when the purchaser is unrelated to Tenant.  Tenant shall certify the existence of such a transaction in the Termination Notice and provide reasonable substantiation thereof.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:

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Exhibit A

Floor Plan

The floor plan which follows is intended solely to identify the general location of the Original Premises, Additional Premises and the Option Space, and should not be used for any other purpose.  All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

Exhibit A-1

Land

All of that certain lot or parcel of land situated, lying and being in the District of Columbia more particularly described as:

Lot numbered Eighty-six (86) in Square numbered Fifty (50) in a subdivision made by Tasea Investment Company and Square 50 Associates as per plat recorded in Liber 172 at folio 141  in the Office of the Surveyor for the District of Columbia.

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Exhibit B

Definitions

Base Building Systems: The structural components of the Building and the mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety and other service systems or facilities of the Building up to the point of connection for localized distribution to the Premises (it being agreed that supplemental HVAC systems of tenants, and the mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety and other service systems or facilities of the Building from the point of connection to the base Building risers, feeders, panelboards, etc. for localized distribution to the Premises are not Base Building Systems) and the mechanical, electrical, plumbing, heating, ventilation and air conditioning, elevators and other service systems or facilities servicing the Common Areas.

Base Rate:  The annual rate of interest publicly announced from time to time by Citibank, N.A., or its successor, in New York, New York as its “base rate” or “prime rate” (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to as its “base rate”).

Business Days:  All days, excluding Saturdays, Sundays, Holidays and other days normally observed as holidays by landlords of other Comparable Buildings.

Business Hours:  8:00 a.m. to 8:00 p.m. on weekdays and 9:00 a.m. to 6:00 p.m. on Saturdays, excluding Holidays.

Code:  The Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, as amended.

Common Areas:  The lobby, Building Parking Facility, the rooftop terrace, the fitness or health center, plaza and sidewalk areas and other similar areas of general access at the Building or designated for the benefit of Building tenants and the areas on multi-tenant floors in the Building devoted to corridors, elevator lobbies, restrooms (other than those that are wholly contained within a tenant’s premises), and other similar facilities serving the Premises.

Comparable Buildings:  First-class office buildings of comparable age, size and location in the west end and central business district of the District of Columbia.

Deficiency:  The difference between (a) the Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (assuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry), and (b) the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of the Lease for any part of such period (after first deducting from such rents all reasonable expenses incurred by Landlord in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and such reletting, including repossession costs, brokerage commissions, attorneys’ fees and disbursements, and alteration costs).

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Excluded Expenses:  (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) rental payments made under any ground lease, except to the extent such rental payments represent Taxes or the provision of goods and/or services that, if provided by Landlord, would be includable in Operating Expenses; (g) management fees to the extent in excess of 3% of the gross rentals and other revenues collected for the Real Property; (h) wages, salaries and benefits paid to or taxes paid for any persons not directly involved with the management of the Building or the oversight thereof; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of any utilities, amenities, service or increased level of service provided to a tenant of the Building that are not provided or available to Tenant (including any overtime premiums to perform such work or services); (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) depreciation and amortization of capital improvements, except to the extent included in Section 7.1; (u) costs incurred by Landlord for the original development and construction of the Building; (v) any costs actually reimbursed under any service contracts or under the warranty of any general contractor, subcontractor or supplier and realized by Landlord; and (w) fees paid by Landlord to the Operator.

Governmental Authority:  The United States of America, the State or any political subdivision, agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Real Property.

Hazardous Materials:  Any substances, materials or wastes currently or in the future deemed or defined in any Requirement as “hazardous substances,” “toxic substances,” “contaminants,” “pollutants” or words of similar import.

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Holidays:   New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving day and Christmas day and any other national holiday promulgated by a Presidential Executive Order or Congressional Act.

HVAC System: The Base Building System designed to provide heating, ventilation and air conditioning.

Landlord Party(ies):  Landlord, Landlord’s Agent, each Mortgagee and Lessor, and each of their respective direct and indirect partners, officers, shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, servants, agents, and representatives.

Lease Year:  The first (1st) Lease Year shall begin on the Rent Commencement Date and shall end on the last day of the calendar month preceding the month in which the first (1st) anniversary of the Rent Commencement Date occurs.  Each succeeding Lease Year shall commence on the day following the end of the preceding Lease Year and shall extend for twelve (12) consecutive months; provided, however, that the last Lease Year shall expire on the Expiration Date.

Lessor:  A lessor under a Superior Lease.

Losses:  Any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) incurred in connection with any claim, proceeding or judgment and the defense thereof, and including all costs of repairing any damage to the Premises or the Building or the appurtenances of any of the foregoing to which a particular indemnity and hold harmless agreement applies.

Mortgage(s):  Any mortgage, trust indenture or other financing document which may now or hereafter affect the Premises, the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder.

Mortgagee(s):  Any mortgagee, trustee or other holder of a Mortgage.

Prohibited Use:  Any use or occupancy of the Premises that in Landlord’s reasonable judgment would: (a) cause damage to the Building or any equipment, facilities or other systems therein; (b) impair the appearance of the Building; (c) interfere with the efficient and economical maintenance, operation and repair of the Premises or the Building or the equipment, facilities or systems thereof; (d) adversely affect any service provided to, and/or the use and occupancy by, any Building tenant or occupants; (e) violate the certificate of occupancy issued for the Premises or the Building; (f) materially and adversely affect the first-class image of the Building, or (g) result in protests or civil disorder or commotion at, or other disruptions of the normal business activities in, the Building. Prohibited Use also includes the use of any part of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption, storage, manufacture

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or sale of food or beverages (except in connection with vending machines (provided that each machine, where necessary, shall have a waterproof pan thereunder and be connected to a drain) and/or warming kitchens installed for the use of Tenant’s employees only), liquor, tobacco or illicit drugs; (iii) the business of photocopying, multilith or offset printing (except photocopying in connection with Tenant’s own business); (iv) a school or classroom; (v) lodging or sleeping; (vi) the operation of retail facilities (meaning a business whose primary patronage arises from the generalized solicitation of the general public to visit Tenant’s offices in person without a prior appointment) of a savings and loan association or retail facilities of any financial, lending, securities brokerage or investment activity; (vii) a payroll office serving persons whose primary place of work is not the Premises; (viii) a barber, beauty or manicure shop; (ix) an employment agency or similar enterprise; (x) offices of any Governmental Authority, any foreign government, the United Nations, or any agency or department of the foregoing; (xi) the manufacture, retail sale, storage of merchandise or auction of merchandise, goods or property of any kind to the general public which could reasonably be expected to create a volume of pedestrian traffic substantially in excess of that normally encountered in the Premises; (xii) the rendering of medical, dental or other therapeutic or diagnostic services; (xiii) any illegal purposes or any activity constituting a nuisance; or (xiv) a use that might be reasonably anticipated to attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high quality office building or that will impose an excessive demand on or use of the facilities or services of the Building..

Requirements:  All present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes and executive orders, extraordinary and ordinary of (i) all Governmental Authorities, including the Americans With Disabilities Act, 42 U.S.C. §12101 (et seq.), and any law of like import, and all rules, regulations and government orders with respect thereto, and any of the foregoing relating to Hazardous Materials, environmental matters, public health and safety matters and landmarks protection, (ii) any applicable fire rating bureau or other body exercising similar functions, affecting the Real Property or the maintenance, use or occupation thereof, or any street, avenue or sidewalk comprising a part of or in front thereof or any vault in or under the same, (iii) all requirements of all insurance bodies affecting the Premises, and (iv) utility service providers.

Rules and Regulations:  The rules and regulations annexed to and made a part of this Lease as Exhibit E-Rules and Regulations, as they may be reasonably modified from time to time by Landlord.

Specialty Alterations:  Alterations which are not standard office installations, such as commercial kitchens (other than a pantry installed for the use of Tenant’s employees only and of the type normally found in the space of office tenants in Comparable Buildings), executive bathrooms, raised computer floors, computer room installations, supplemental HVAC equipment and components, safe deposit boxes, vaults, libraries or file rooms requiring reinforcement of floors, internal staircases, slab penetrations, conveyors, dumbwaiters, non-Building standard life safety systems, security systems or lighting and other Alterations of a similar character.  All Specialty Alterations are Above Building Standard Installations.

State: The District of Columbia

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Substantial Completion:  As to any construction performed by any party, “Substantial Completion” or “Substantially Completed” means that such work has been completed, as reasonably determined by Landlord’s architect, in accordance with (a) the provisions of this Lease applicable thereto, (b) the plans and specifications for such work, and (c) all applicable Requirements, in all cases, subject only to minor details of construction, decoration and mechanical adjustments, if any, the noncompletion of which does not materially interfere with Tenant’s use of the Premises or which in accordance with good construction practices should be completed after the completion of other work in the Premises or Building.

Superior Lease(s):  Any ground or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof.

Tenant Delay(s):  To the extent that Landlord has an obligation to design, construct, repair, rebuild, restore, install, order, obtain or complete any Landlord Improvements, Tenant Improvements or any other items or improvements at the Building, a delay in Landlord’s completion thereof caused by:

a. Tenant’s request for value engineering or any changes to any drawings, plans or specifications for the Premises (notwithstanding Landlord’s approval of such changes) after Landlord and Tenant have approved such drawings, plans or specifications;

b. Tenant’s request for improvements, items, materials, finishes or installations that are not consistent with the standards to which the Base Building Systems have been designed;

c. Tenant’s request for improvements, items, materials, finishes or installations that are not available as needed to meet Landlord’s (or Landlord’s contractors’) schedule for Substantial Completion, provided that Landlord (or Landlord’s contractors) shall notify Tenant of any potential long lead items to the extent known to Landlord (or Landlord’s contractors) at the time such material, finish or installation is requested or as soon as reasonably possible thereafter and give Tenant two (2) Business Days to change such request;

d. Tenant’s request for or design of Tenant Improvements that include items or improvements not typically found in the office space at Comparable Buildings;

e. the ordering, delivery or installation of any of Tenant’s Equipment (as defined in Exhibit C-Work Agreement);

f. if Tenant’s architect or designer prepares any drawings, plans or specifications for the Premises, any such drawings, plans or specifications being (i) incomplete, inaccurate or otherwise deficient, or (ii) deviating from the approved space plan, applicable code requirements and/or any Requirements;

g.  Tenant’s or Tenant’s architect’s, agent’s, representative’s or contractor’s interference with the work of Landlord or Landlord’s contractor;

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h.  Tenant’s failure to fully and timely comply with the deadlines and other terms set forth in the Lease and/or Exhibit C-Work Agreement; or

i.  any other act or omission by Tenant or any employee, architect, agent, representative or contractor of Tenant constituting a Tenant Delay under the terms of this Lease or any exhibit, rider, annex, schedule, work letter or other document or agreement entered in connection with this Lease, attached to this Lease or incorporated in this Lease by reference.

Tenant Party(ies):  Tenant and any subtenants or occupants of the Premises and their respective agents, contractors, subcontractors, employees, invitees or licensees.

Tenant’s Property:  Tenant’s movable fixtures and movable partitions, telephone and other equipment, computer systems, trade fixtures, furniture, furnishings, and other items of personal property which are removable without material damage to the Premises or the Building.

Unavoidable Delays:  Landlord’s inability to fulfill or delay in fulfilling any of its obligations under this Lease expressly or impliedly to be performed by Landlord or Landlord’s inability to make or delay in making any repairs, additions, alterations, improvements or decorations or Landlord’s inability to supply or delay in supplying any equipment or fixtures, if Landlord’s inability or delay is due to or arises by reason of strikes, labor troubles or by accident, or by any cause whatsoever beyond Landlord’s reasonable control, including governmental preemption in connection with a national emergency, permitting and inspection delays beyond the normal applicable waiting period, Requirements or shortages, or unavailability of labor, fuel, steam, water, electricity or materials, or delays caused by Tenant or other tenants, mechanical breakdown, acts of God, enemy action, civil commotion, fire or other casualty.

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Exhibit C

Work Agreement

This Work Agreement is a part of the Lease to which it is attached. In the event of any conflict between the terms of this Work Agreement and the terms of the Lease, the terms of this Work Agreement shall control.

Article 1 - - Definitions

1.             Definitions.

1.1           Reserved.

1.2           “Business Day” has the meaning given such term in the Lease.

1.3           “Change Order” means any change in any of Tenant’s Plans after Landlord has approved any such plan and/or any change in the work or materials to be included in the Tenant Improvements.

1.4           “Commencement Date” has the meaning given such term in the Lease.

1.5           “Comparable Building” has the meaning given such term in the Lease.

1.6           “Contractor” means the general contractor selected by Tenant in accordance with the terms of this Work Agreement to construct and install the Tenant Improvements.

1.7           “Construction Costs” means all costs in the permitting, demolition, construction and installation of the Tenant Improvements and acquiring the materials for the Tenant Improvements.

1.8           “Effective Date” has the meaning given such term in the Lease.

1.9           “Engineers” means the mechanical, electrical, plumbing and structural and engineers and other licensed third-parties selected by Tenant to assist in the preparation of Tenant’s Plans.

1.10         “Essential Subs” means those subcontractors to be specifically designated by Landlord acting reasonably for purposes of working on the Building mechanical, energy management, structural, exterior windows (including window removal and reinstallation for hoisting purposes), roof (excluding HVAC), sprinkler and fire and life safety systems.

1.11         “Final Space Plan” means a detailed space plan for the Tenant Improvements prepared by Tenant’s Architect, which space plan shall be substantially in conformance with the Preliminary Plan approved by Landlord and any updates or changes thereto approved by

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Landlord and shall contain the information and otherwise comply with the requirements set forth on Annex 2 attached hereto.

1.12         “Improvement Costs” means, collectively, (i) the Planning Costs; (ii) the Construction Costs; and (iii) Landlord’s Fee.

1.13         “Landlord’s Contribution” has the meaning given such term in the Lease.

1.14         “Landlord’s Fee” means a fee payable to Landlord equal to 3% of the Construction Costs if Tenant elects to retain Landlord’s affiliate Tishman Speyer Properties (“TSP”) as its project manager, and 1% of the Construction Costs if Tenant does not so elect..

1.15         “Landlord’s Representative” means Rustom Cowasjee, whose address is Tishman Speyer Properties, 1875 Eye Street, NW, Suite 300, Washington, DC 20006 and whose telephone number is ###-###-#### and whose telecopier number is ###-###-####.

1.16         “Permits” means all necessary permits in connection with the Tenant Improvements.

1.17         “Planning Costs” means all architectural, space planning, engineering and other costs related to the design of the Tenant Improvements including, without limitation, the fees of Tenant’s Architect, the Engineers and the professionals preparing and/or reviewing Tenant’s Plans (or any of them).

1.18         “Plans and Specifications” means all architectural plans, construction drawings and specifications necessary and sufficient (i) for the construction of the Tenant Improvements in accordance with the Final Space Plan and (ii) to enable the Contractor to obtain all necessary Permits for the construction of the Tenant Improvements, and which shall contain the information and otherwise comply with the requirements set forth on Annex 3 attached hereto.

1.19         “Preliminary Plan” means a preliminary space plan prepared by Tenant’s Architect showing the general layout of the Premises upon completion of the Tenant Improvements, which space plan shall contain the information and otherwise comply with the requirements set forth on Annex 1 attached hereto.

1.20         “Punch List Work” means minor details of construction, decoration and mechanical adjustment, if any, the noncompletion of which do not materially interfere with the use of the relevant portion of the Building.

1.21         “Requirements” has the meaning given such term in the Lease.

1.22         “Substantial Completion” has the meaning given such term in the Lease.

1.23         “Tenant’s Architect” means the architect engaged by Tenant to design the Tenant Improvements and prepare Tenant’s Plans.

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1.24         “Tenant’s Contractors” means Contractor and all subcontractors and subsubcontractors (including the Essential Subs) who will work on the Tenant Improvements.

1.25         “Tenant’s Equipment” means any telephone, telephone switching, telephone and data cabling, furniture, computers, servers, Tenant’s trade fixtures and other personal property to be installed by or on behalf of Tenant in the Premises.

1.26         “Tenant Improvements” means the improvements set forth in Tenant’s Plans as approved by Landlord in accordance with the terms of this Work Agreement.

1.27         “Tenant’s Plans” means the Preliminary Plan, the Final Space Plan and the Plans and Specifications.

1.28         “Tenant’s Representative” means Melanie Fitzpatrick, whose address is 11501 Domain Drive, Suite 200, Austin, Texas 78758, whose telephone number is ###-###-####, and whose telecopier number is ###-###-####.

1.29         “Unavoidable Delay” has the meaning given such term in the Lease.

Capitalized terms used but not defined in this Work Agreement shall have the meanings given such terms in the Lease.

Article 2 — Plans

2.1           Tenant’s Architect and Engineers. Tenant has or will retain Tenant’s Architect to design the Tenant Improvements and prepare Tenant’s Plans. Tenant’s Architect and the Engineers shall be subject to Landlord’s reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed.

2.2           Preliminary Plan. Within twenty (20) Business Days after the Effective Date, Tenant shall deliver the Preliminary Plan to Landlord for Landlord’s approval. Within seven (7) Business Days after Tenant delivers the Preliminary Plan to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Preliminary Plan (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within three (3) Business Days after Landlord notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Preliminary Plan to address Landlord’s objections and deliver the revised Preliminary Plan to Landlord for Landlord’s approval. Within three (3) Business Days after Tenant delivers the revised Preliminary Plan to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Preliminary Plan (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above until Landlord approves the Preliminary Plan. Landlord will not unreasonably withhold, condition or delay its approval of the Preliminary Plan at any point during this approval process.

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2.3                                 Final Space Plan. Within twenty (20) Business Days after Landlord approves the Preliminary Plan, Tenant shall deliver the Final Space Plan to Landlord for Landlord’s approval.  Within seven (7) Business Days after Tenant delivers the Final Space Plan to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Final Space Plan (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within ten (10) Business Days after Landlord notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Final Space Plan to meet Landlord’s objections and deliver the revised Final Space Plan to Landlord for Landlord’s approval. Within seven (7) Business Days after Tenant delivers the revised Final Space Plan to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Final Space Plan (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above until Landlord approves the Final Space Plan. Landlord will not unreasonably withhold, condition or delay its approval of the Final Space Plan at any point during this approval process.

2.4                                 Plans and Specifications. Within twenty (20) Business Days after Landlord approves the Final Space Plan, Tenant shall deliver the Plans and Specifications to Landlord for Landlord’s approval. Within twelve (12) Business Days after Tenant delivers the Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the Plans and Specifications (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within ten (10) Business Days after Landlord notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Plans and Specifications to meet Landlord’s objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. Within twelve (12) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above until Landlord approves the Plans and Specifications. Landlord will not unreasonably withhold, condition or delay its approval of the Plans and Specifications at any point during this approval process.

2.5                                 Changes to Plans.

(a)           In the event of any Change Order or in the event that Landlord determines (reasonably and in good faith) that any of Tenant’s Plans have not been prepared in accordance with the requirements of this Work Agreement, Tenant shall be solely responsible for all costs and expenses (over and above Landlord’s Contribution) and for all delays in occupancy by Tenant (which shall not delay the Commencement Date or the Rent Commencement Date) resulting therefrom including, without limitation, costs or expenses relating to (i) any additional architectural or engineering services and related design expenses; (ii) any architectural or engineering costs incurred by Landlord in connection with its review of such requested change;

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(iii) any changes to materials in process of fabrication; (iv) cancellation or modification of supply or fabricating contracts; (v) removal or alteration of work or plans completed or in process; or (vi) delay claims made by Contractor.

(b)           No changes shall be made to any of Tenant’s Plans and no Change Orders shall be implemented without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. All Change Orders shall be in writing and shall be on such AIA form as is required by Landlord and/or Contractor. Tenant shall evidence in writing its approval of any Change Order prior to requesting Landlord’s approval of same.

2.6                                 General Plan Provisions.

(a)           Tenant shall cause (i) Tenant’s Plans to comply with all applicable Requirements; (ii) Tenant’s Plans to be prepared by Tenant’s Architect and the Engineers in accordance with the terms of this Work Agreement and in conformity with the Base Building Plans and the base Building systems (including, without limitation, the base Building HVAC, mechanical, electrical, plumbing and life safety systems); (iii) the Plans and Specifications to be sufficient to enable Contractor (with respect to the Plans and Specifications) to obtain all necessary Permits; and (iv) the Plans and Specifications to be prepared using the AutoCAD Computer Assisted Drafting and Design System, using naming conventions issued by the American Institute of Architects in June, 1990 and magnetic computer media of such drawings and specifications translated in convertible DFX format. Tenant shall cause Tenant’s Plans not to include any Tenant Improvements that will or that reasonably might be anticipated to (1) interfere with the normal operation of the Building, Building operations, or the Base Building Systems; (2) materially increase maintenance or utility charges for operating the Building in excess of the standard requirements for Comparable Buildings, or (3) affect the exterior or structure of the Building.

(b)           Any provision of this Work Agreement or the Lease to the contrary notwithstanding, Landlord’s approval of the Plans and Specifications shall not constitute an assurance by Landlord that the Plans and Specifications satisfy any applicable Requirements or are sufficient to enable the Contractor to obtain a building permit for the undertaking of the Tenant Improvements. If Landlord notifies Tenant at any time that the Plans and Specifications must be revised due to their failure to comply with the terms of this Work Agreement, such revisions shall be made at Tenant’s expense and any delay arising in connection therewith shall constitute a Tenant delay and shall not postpone or delay the Rent Commencement Date or otherwise give rise to any claim or cause of action against Landlord.

(c)           Prior to making or installing any of the Tenant Improvements, Tenant shall perform a field verification to independently determine the existing conditions, specifications and dimensions of the Premises and any variances from the Base Building Plans.

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(d)           Tenant has appointed Tenant’s Representative for purposes of granting any consents or approvals by Tenant under this Work Agreement and for authorizing and executing any and all Change Orders or other documents in connection with this Work Agreement and Landlord shall have the right to rely on Tenant’s Representative’s consent, approval, authorization or execution as aforesaid.

(e)           Landlord has appointed Landlord’s Representative for purposes of granting any consents or approvals by Landlord under this Work Agreement and for authorizing and executing any and all Change Orders or other documents in connection with this Work Agreement and Tenant shall have the right to rely on Landlord’s Representative’s consent, approval, authorization or execution as aforesaid.

(f)            Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in reviewing any proposed Tenant Plans and Change Orders within thirty (30) days after Tenant’s receipt of an invoice therefor.

Article 3 — Construction

3.1                                 Reserved.

3.2                                 Tenant Improvements. Tenant shall, at Tenant’s expense, Substantially Complete the Tenant Improvements in a good and workmanlike manner and in accordance with the terms of this Work Agreement not later than on August 1, 2009. Except to the extent that the Plans and Specifications provide otherwise, Tenant will cause the Tenant Improvements to be constructed of new materials commensurate with the level of improvements for a typical first-class tenant in Comparable Buildings and to satisfy, at a minimum, the criteria set forth on Annex 4-Minimum Build-Out Standards.

3.3                                 General Contractor. Within five (5) days after Landlord’s approval of the Plans and Specifications, Tenant shall enter into a contract for construction of the Tenant Improvements with a general contractor.  The general contractor shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed, and upon such selection and approval such general contractor shall be the “Contractor” under this Work Agreement. Tenant’s construction contract with the Contractor shall be subject to Landlord’s prior approval, such approval not to be unreasonably withheld, conditioned or delayed. The Contractor shall be responsible for all required construction, management and supervision of the Tenant Improvement work.

3.4                                 Subcontractors. Landlord shall have the right to approve Tenant’s subcontractors, such approval not to be unreasonably withheld, conditioned or delayed.

3.5                                 Certain Essential Work.  Subject to Tenant’s reimbursement of such expenses as provided in Article 4, below, all Tenant Improvement connections or tie-ins to the base Building energy management, sprinkler and fire and life safety systems shall be performed at Tenant’s expense by the applicable Essential Sub. All Tenant Improvement work relating to the Building

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exterior walls and windows (including window removal and reinstallation for hoisting purposes), and the roof (excluding HVAC), shall be performed at Tenant’s expense by the applicable Essential Sub.

3.6                                 Permits. Subject to Tenant’s reimbursement of such expenses as provided in Article 4, below, prior to commencement of the Tenant Improvements, Tenant shall, at Tenant’s expense, obtain the Permits.

3.7                                 Pre-Construction Deliveries.   Not fewer than ten (10) days prior to commencement of construction of the Tenant Improvements, Tenant shall deliver the following information and items to Landlord:

(a)           the names and addresses of Tenant’s Contractors;

(b)           the schedule for commencement of construction, the estimated date of Substantial Completion, the fixturing work and the date on which Tenant will commence occupancy of the Premises for the conduct of Tenant’s business;

(c)           Tenant’s itemized statement of the estimated Improvement Costs;

(d)           certificates of insurance evidencing all insurance coverage required under the Lease and this Work Agreement; and

(e)           a copy of the Permits.

3.8                                 Tenant’s Equipment.  Tenant, at Tenant’s expense, shall be responsible for ordering and for the delivery and installation of Tenant’s Equipment.

3.9                                 Post Construction Activities.  Prior to Tenant’s use or occupancy of the Premises or any portion thereof and Landlord’s disbursement of any portion of the Retainage, Tenant shall, at Tenant’s expense, deliver to Landlord a copy of the certificate of occupancy and all other certifications and approvals with respect to the Tenant Improvements that may be required from any governmental authority and/or any board or fire underwriters or similar body for the use and/or occupancy of the Premises; and certificates of insurance evidencing all insurance coverage required under the Lease and this Work Agreement.

3.10                           General Construction Provisions.

(a)           Any damage caused by Tenant’s Contractors to any portion of the Building or to any property of Landlord or other tenants shall be repaired forthwith after written notice from Landlord to its condition prior to such damage by Tenant at Tenant’s expense.

(b)           While carrying out construction activities, Tenant and Tenant’s Contractors shall access the Premises via the Building freight elevator, work in harmony and not interfere with the performance of other work in the Building.

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(c)           If at any time such entry shall cause, such disharmony or interference, Landlord may terminate such permission upon 24 hours’ notice to Tenant, and thereupon, Tenant or its employees, agents, contractors, and suppliers causing such disharmony or interference shall immediately withdraw from the Premises and the Building until Landlord reasonably determines such disturbance no longer exists.

(d)           Tenant shall comply with and cause Tenant’s Contractors to comply with the rules and regulations attached hereto as Annex 5-Construction Rules and Regulations and such other reasonable rules and regulations as Landlord from time to time establishes concerning construction work in the Building.

Article 4 — Improvement Costs and Landlord’s Contribution

4.1           Improvement Costs.  Tenant shall be responsible for the full and timely payment of all Improvement Costs, subject to Landlord’s disbursement of Landlord’s Contribution as provided in this Work Agreement. Landlord shall make disbursements from Landlord’s Contribution as invoices are rendered to Landlord, provided that Landlord has received partial or final (as applicable) lien waivers and such other documentation as Landlord may reasonably require from the party requesting such payment. Landlord shall have the right to deduct Landlord’s Fee from Landlord’s Contribution as and when Landlord makes disbursements from Landlord’s Contribution. Tenant agrees that Landlord’s Contribution must be applied relatively proportionately towards the payment of Improvements Costs for the entire Premises.

4.2           Landlord’s Contribution.  Landlord shall disburse an amount not to exceed Landlord’s Contribution toward the Improvement Costs.

4.3           Disbursement of Landlord’s Contribution.

(a)           Landlord shall make progress payments to Tenant from Landlord’s Contribution for the work performed during the previous month, less a retainage of ten percent (10%) of each progress payment (“Retainage”), such that if all conditions set forth in this Exhibit to Landlord’s obligation to make a progress payment have been satisfied and (i) the invoice for which Tenant seeks a progress payment states that the Retainage has been deducted from the total amount owed, the progress payment will be for entire amount that is then payable under such invoice, and (ii) the invoice for which Tenant seeks a progress payment does not state that the Retainage has been deducted from the total amount owed, the progress payment will be for ninety percent (90%) of the invoiced amount. Prior to disbursement of the first progress payment, Landlord shall have received a copy of Tenant’s construction contract with the Contractor and Tenant’s budget (showing all Improvement Costs) for the Tenant Improvements.  Each progress payment shall be limited to that fraction of the total amount of such payment, the numerator of which is the amount of Landlord’s Contribution and the denominator of which is the total contract price (or, if there is no specified or fixed contract price for the Tenant Improvements, then Landlord’s reasonable estimate thereof) for the performance of all of the Tenant Improvements shown Tenant’s Plans as approved by Landlord.

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(b)           Prior to disbursement of the first progress payment, Landlord shall have approved Tenant’s construction contract with the Contractor and Tenant’s budget (showing all Improvement Costs) for the Tenant Improvements, such approvals not to be unreasonably withheld, conditioned or delayed.

(c)           If Landlord receives Tenant’s request (together with the supporting documentation required hereunder) for a disbursement from Landlord’s Contribution on or before the twentieth (20th) day of a month, Landlord will make such disbursement not later than on the last day of the first calendar month following the calendar month during which Landlord received such request.  If Landlord receives Tenant’s request (together with the supporting documentation required hereunder) for a disbursement from Landlord’s Contribution after the twentieth (20th) day of a month, Landlord will make such disbursement not later than on the last day of the second calendar month following the calendar month during which Landlord received such request.   Each of Tenant’s requisitions for a disbursement from Landlord’s Contribution shall be signed by Tenant’s Representative, shall set forth the names of each contractor and subcontractor to whom payment is due or for which Tenant seeks reimbursements for payments made by Tenant and the amount thereof, and shall be accompanied by: with respect to the first requisition, copies of conditional waivers and releases of lien upon progress payment in such form as Landlord reasonably requires from all of Tenant’s Contractors and material suppliers covering all work and materials for which the progress payment is being made, and after the first requisition, copies of conditional waivers and releases of lien upon progress payment in such form as Landlord reasonably requires from all of Tenant’s Contractors and material suppliers covering all work and materials for which the progress payment is being made, together with:

(i)            copies of unconditional waivers and releases of lien upon progress payment in such form as Landlord reasonably requires from all of Tenant’s Contractors and material suppliers covering all work and materials which were the subject of previous progress payments by Landlord and Tenant;

(ii)           Tenant’s Architect’s written certification that the work for which the requisition is being made has been Substantially Completed in accordance with the Plans and Specifications; and

(iii)          such other documents and information as Landlord may reasonably request.

(d)           Landlord shall disburse the Retainage upon submission by Tenant to Landlord of Tenant’s requisition therefor accompanied by all documentation required above, together with:

(i)            Tenant’s Architect’s written certification of final completion of the Tenant Improvements in accordance with the Plans and Specifications. In addition, Landlord shall be provided with the opportunity to inspect the Premises so that Landlord can be reasonably satisfied of the final completion of the Tenant Improvements in accordance with the Plans and

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Specifications;

(ii)           a copy of the certificate of occupancy and all other certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and/or any board or fire underwriters or similar body for the use and/or occupancy of the Premises;

(iii)          final waivers and releases of lien in such form as Landlord reasonably requires from all of Tenant’s Contractors and material suppliers;

(iv)          certificates of insurance evidencing all insurance coverage required under the Lease and this Work Agreement;

(v)           a copy of each guaranty, warranty and O&M manual applicable to the Tenant Improvements. At Landlord’s request, Tenant shall enforce, at Tenant’s expense, all guarantees and warranties made with respect to the Tenant Improvements; and

(vi)          final “as built” plans (five (5) sets) and certified air balance reports for the Premises.  The “as-built” plans shall be prepared on the AutoCAD Computer Assisted Drafting and Design System, using naming conventions issued by the American Institute of Architects in June, 1990 and magnetic computer media of such drawings and specifications translated in convertible DFX format.

4.4           Special Application of Landlord’s Contribution. If any portion of Landlord’s Contribution remains after final payment of all Improvement Costs, such remaining portion shall be retained by and belong to Landlord; provided, however, to the extent that the remaining portion does not exceed $6.50 per square foot of Area of the Premises, such remaining portion shall first be applied towards usual and customary expenses associated with Tenant’s relocation to the Premises as well as telecom and cabling costs.  Notwithstanding anything to the contrary set forth in this Work Agreement, Tenant shall have the right to spend up to an additional $6.50 per square foot of Area of the Premises of Landlord’s Contribution to pay for furniture for the Premises.

4.5           Additional Rent.  All amounts payable by Tenant pursuant to this Work Agreement shall be deemed to be Additional Rent for purposes of the Lease.

4.6           Conditions to Advance. Any provision of the Lease or this Work Agreement to the contrary notwithstanding, Landlord shall have no obligation to make any payment or disbursement from Landlord’s Contribution (i) if the Lease is not in full force and effect or there exists any Event of Default for monetary or material non-monetary obligations; (ii) for any deposit or off-site prefabrication, whether for Work, Tenant’s Equipment or otherwise; (iii) for any Work that is not in place (or, if permitted by the Mortgagee, is not ultimately intended to be in place, such as deposits for materials) at the Premises; or (iv) for any Tenant’s Equipment not located at the Premises.

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4.7           Failure to Pay Contractors. Any provision of the Lease or this Work Agreement to the contrary notwithstanding, assuming Landlord funds disbursement requests in accordance with the terms of this Work Agreement, if Tenant does not pay any of Tenant’s Contractors or material suppliers, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor.

4.8           Excess Costs.  If Landlord reasonably determines at any time that the Improvement Costs exceed or will likely exceed the remaining Landlord’s Contribution (the “Excess Cost”), Landlord shall deliver written notice of that determination to Tenant (which notice shall include reasonable supporting documentation of that determination) and Tenant shall pay such Excess Cost to Landlord within thirty (30) days after Tenant’s receipt of a written request therefor.  Once Landlord has received the Excess Cost payment and the full amount of the Excess Cost held by Landlord has been used to pay Improvement Costs, Landlord shall apply the remaining Landlord’s Contribution towards payment of the Improvement Costs.

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Annex 1

Requirements for Preliminary Space Plan

Floor plans showing partition arrangement including the following information:

a.                                       space plan showing the general layout of offices, open plan areas and special tenant areas;

b.                                      typical individual work station layouts;

c.                                       identify the extent of each department on each floor;

d.                                      show door locations and door swings in partitions;

e.                                       identify general location and size of interconnecting stairs;

f.                                         indicate preliminary furniture layout for typical offices and work stations, conference rooms, employee lounge, reception area, training room and print room;

g.                                      indicate locations for coffee rooms and shower rooms; and

h.                                      preliminary locations for built-in millwork.

Annex 2

Requirements for Final Space Plan

Floor plans, together with related information for mechanical, electrical and plumbing design work, showing partition arrangement (3 sets), including without limitation the following information:

a.                                       identify the location of conference rooms and density of occupancy;

b.                                      indicate the density of occupancy for all rooms, except individual use rooms such as offices;

c.                                       identify the location of any food service areas or vending equipment rooms;

d.                                      identify areas, if any, requiring 24 hour air conditioning;

e.                                       indicate those partitions that are to extend from floor to underside of structural slab above or require special acoustical treatment;

f.                                         identify the location of rooms for telephone equipment other than Building core telephone closet, identify type of equipment for these rooms;

g.                                      identify the locations and types of plumbing required for toilets (other than core facilities), sinks, drinking fountains, etc.;

h.                                      indicate light switches in offices, conference rooms and all other rooms in the Premises;

i.                                          indicate the layouts for specially installed equipment, including computer and duplicating equipment, the size and capacity of mechanical and electrical services required and heat rejection of the equipment;

j.                                          indicate the location of: (A) electrical receptacles one hundred twenty (120) volts, including receptacles for wall clocks, and telephone outlets and their respective locations (wall or floor), (B) electrical receptacles for use in the operation of Tenant’s business equipment which requires 208 volts or separate electrical circuits, (C) electronic calculating and CRT systems, etc., and (D) special audio-visual requirements;

k.                                       indicate proposed layout and location of any of special equipment (e.g., fire suppression equipment for computer room);

l.                                          indicate the swing of each door;

m.                                    indicate any special file systems to be installed which would require special construction; and

n.                                      lighting layouts for each floor.

Annex 3

Requirements for Plans and Specifications

Final architectural detail and working drawings, finish schedules and related plans (3 reproducible sets) including without limitation the following information and/or meeting the following conditions:

a.                                       specifications of all materials, colors and suppliers/manufacturers of wallcoverings, floor coverings, ceiling systems, window coverings and other finishes; all millwork shall be fully detailed to the appropriate level for pricing and construction; all specialty items shall be identified as particular products; and paintings and decorative treatment required to complete all construction;

b.                                      complete, finished, detailed mechanical, electrical, plumbing and structural plans and specifications for the Tenant Improvements, including but not limited to the fire and life safety systems and all work necessary to connect any special or non-standard facilities to the Building’s base mechanical systems; and

c.                                       all final floor plans must be drawn to a scale of one-eighth (l/8) inch to one (l) foot except for larger scaled detailed drawings.  Any architect or designer acting for or on behalf of Tenant shall be deemed to be Tenant’s agent in all respects with respect to the design and construction of the Premises.

Annex 4

Reserved

Annex 5

Construction Rules and Regulations

1.                                       Tenant and/or the general contractor will supply Landlord with a copy of all permits prior to the start of any work.

2.                                       Tenant and/or the general contractor will post the building permit on a wall of the construction site while work is being performed.

3.                                       The Tenant shall provide, in writing, prior to commencement of the work, the names and emergency numbers of all subcontractors, the general contractor superintendent, general contractor’s project manager and the Project Manager.

4.                                       No construction is to be started until the drawings required under the Work Letter have been submitted and approved in writing by Landlord.

5.                                       Landlord is to be contacted by Tenant when work is completed for inspection.  All damage to building will be determined at that time unless determined earlier.

6.                                       Any work that is to be performed in other than Tenant’s Premises must be reviewed and scheduled in advance with the Landlord.

7.                                       Landlord will be notified of all work schedules of all workmen on the job and will be notified, in writing, in advance, of names of those who may be working in the building after “normal” business hours.

8.                                       Construction personnel must carry proper identification at all times.

9.                                       All workers are required to wear a shirt, shoes, and full length trousers.

10.                                 Landlord must approve all roof top equipment and placement.  All penetrations must be cut and flashed by the roof warranty holder of the existing roof system.

11.                                 Landlord shall designate contractor-parking areas (if any).

12.                                 Contractor must notify Landlord two days prior to an independent air balancing service by a certified air balance company.  Landlord’s building engineer will accompany the contractor during their work. Landlord must receive a copy of the final approved balance report.

13.                                 Before Landlord makes final payment, five sets of as-built and all O&M manuals as well as a CADD disc must be submitted to Landlord.

14.                                 The general contractor and Tenant shall be responsible for all loss of their materials and tools and shall hold Landlord harmless for such loss and from any damages or claims

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resulting from the work.

15.                                 The general contractor shall maintain insurance coverage throughout the job of a type(s), in amounts and issued by an insurance company, reasonably satisfactory to Landlord. Prior to the commencement of work, a Certificate of Insurance must be submitted with the limits of coverage per the limits noted in the Lease with such parties being named as additional insureds as Landlord requires from time to time.

16.                                 All key access, fire alarm work, or interruption of security hours must be arranged with the Landlord.

17.                                 Proper supervision shall be maintained at the job site at all times and Tenant’s workmen, mechanics and contractors must not unreasonably interfere with the Building’s operations or Landlord.  Tenant’s workmen, mechanics and contractors shall use good faith efforts to work in harmony with and shall not unreasonably interfere with any labor employed by the property manager or any other Tenant, or their workmen, mechanics and contractors.

18.                                 Landlord is to be notified in advance of all ties into Base Building Systems, welding, or any work affecting the base building or other tenant spaces, and, unless agreed to otherwise, all tie-ins to base building fire alarm systems will be performed by Landlord, (or its designated contractor) and cost borne by Tenant, subject to reimbursement pursuant to Article 4 of the Work Agreement.

19.                                 The following work, of which Landlord is to be notified in advance, must be done on overtime and not during normal business hours once any portion of the building is occupied (by tenants other than the property management office):

·                                          Demolition which per building manager’s reasonable judgment may cause disruption to other tenants.

·                                          Oil base painting (on multi-tenant floors)

·                                          Gluing of carpeting (on multi-tenant floors)

·                                          Shooting of studs for mechanical fastenings

·                                          Testing of life safety system, sprinkler tie-ins.

·                                          Work performed in occupied spaces.

·                                          Welding, brazing, soldering and burning with proper fire protection and ventilation.

·                                          Other activities that, in building manager’s reasonable judgment, will disturb other tenants.

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20.                                 All building shutdowns — for testing electrical, plumbing, HVAC equipment, fire and life-safety must be coordinated with Landlord in advance. Landlord’s and Factory Mutual procedures for hot work, fire alarm and sprinkler shutdowns must be followed.  Landlord’s on-site engineer will detail the requirements summarized below:

·                                          Smoke detectors must be bagged or cleaned daily and placed back in service at the end of each day.

·                                          Call outs for fire alarm and sprinkler systems must be made with and only with Landlord’s personnel and with the attached forms.  All systems must be put back into service at the end of each work day and working correctly.

·                                          Hot work, i.e., torch burning/cutting and welding must be permitted through Landlord’s personnel and contractor must use Landlord’s form.

·                                          When welding, contractor shall provide a fused disconnect switch for connection to building power supply and a Fire Watch.

·                                          Forms are to be provided at kickoff meeting.

21.                                 Fire extinguishers supplied by the general contractor must be on the job-site at all times during demolition and construction

22.                                 No building materials are to enter the building by way of main lobby, and no materials are to be stored in any lobbies or fire stairs at any time.

23.                                 Contractors or personnel will use loading dock area for all deliveries and will not use loading dock for vehicle parking.

24.                                 Passenger elevators shall not be used for moving building materials and shall not be used for construction personnel except in the event of an emergency.  The designated freight elevator and one or more protected passenger elevators are the only elevators to be used for moving materials and construction personnel.  These elevators may be used only when they are completely protected as reasonably determined by Landlord’s building engineer.

25.                                 Protection of hallway carpets, wall coverings, and elevators from damage with masonite board, carpet, cardboard, or pads is required. They may be removed from time to time as reasonably requested by the Landlord.

26.                                 Public spaces, corridors, elevators, bathrooms, lobby, etc. must be cleaned after use.  Construction debris or materials found in public areas will be removed at Tenant’s cost.

27.                                 Contractors will remove their trash and debris daily or as often as necessary to maintain cleanliness in the building.  Building trash containers are not to be used for construction debris.  Landlord reserves the right to bill Tenant for any cost incurred to clean up debris left by the general contractor or any subcontractor (other than Contractor).  Further, the

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building staff is instructed to hold the driver’s license of any employee of the contractor while using the freight elevator to ensure that all debris is removed from the elevator.

28.                                 All construction materials or debris must be stored within the project confines or in an approved lock-up.

29.                                 Contractors will be responsible for daily removal of waste foods, milk and soft drink containers, etc. to trash room and will not use any building trash receptacles but trash receptacles supplied by them.

30.                                 Construction personnel are not to eat in the lobby or in front of building nor are they to congregate in the lobby or in front of building.

31.                                 There will be no smoking, eating, or open food containers in the elevators, carpeted areas or public lobbies.

32.                                 There will be no alcohol or controlled substances allowed or tolerated.

33.                                 There will be no yelling or boisterous activities.

34.                                 Radios shall not be played on job site, except that radios shall be permitted until the first tenant occupies any portion of the Building. In any event, radio volume shall be kept to a reasonable level as reasonably determined by Landlord.

35.                                 Landlord shall grant access to the base building electrical, telephone and mechanical rooms.

36.                                 No utilities (electricity, water, gas, plumbing) or services to the tenants are to be cut off or interrupted without first having requested, in writing, and secured, in writing, the permission of Landlord (which shall not be unreasonably withheld, conditioned or delayed).

37.                                 No electrical services are to be put on the emergency circuit, without specific written approval from Landlord (which shall not be unreasonably withheld, conditioned or delayed).

38.                                 When utility meters are installed, the general contractor must provide the property manager with a copy of the operating instructions for that particular meter.

39.                                 All public areas such as elevator lobbies, corridors, toilets and service halls shall be protected with masonite and other such materials to the satisfaction of the building manager/representative or representative.

40.                                 Trash and debris resulting from the work shall be confined to either the interior of the space under construction or an on-site dumpster.  If it is a dumpster, then such debris shall be kept within the confines of the dumpster.  The general contractor shall coordinate

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the location of the dumpster with the landlord and plywood shall be used to protect the surface from damage.

41.                                 Contractor is responsible to keep the construction area safe and in a workmanlike manner. Machinery noise shall not interfere with the peaceful enjoyment of any tenant or their invitees to the building.  No smoking in the building will be allowed at any time.

42.                                 Clear access is to be provided at all times to stairwells, mechanical/electrical equipment and rooms, elevators, fire hoses, valves, fire dampers and maintenance sensitive equipment.

43.                                 Adequate lighting is to be provided in construction areas to achieve a safe working environment.

44.                                 A Tenant valve tag chart shall be submitted to the Landlord.

45.                                 All piping and wiring systems shall be adequately supported from building structure.

46.                                 The cleaning of condenser water pipes shall be done in the presence of the Landlord’s representative with the chemical used per the building’s chemical treatment company’s recommendation.

47.                                 All mechanical and electrical equipment shall have permanent identification labels affixed.

48.                                 Kitchen exhaust access doors must be clearly identified and accessible for periodic inspection as required by law.

49.                                 All telecommunication cabling in common areas, mechanical equipment rooms, etc. shall be installed in an enclosed raceway and shall be identified.

50.                                 All air handlers, CAV boxes and VAV boxes need pre-filters (construction filters) installed over filter bank and may require periodic changes during the construction period until each floor is complete at which time a change out of filters is required.  All units will be required to be cleaned thoroughly if the system is contaminated and this procedure is not maintained.

51.                                 All mechanical, telephone, electrical and pump room floors must be painted at the end of the job. Damaged, stained or new walls and pipe, etc. must be painted to match existing pipes and new pipes must match Landlord’s standard colors.

52.                                 After all tenant construction is complete, the elevator systems need to be cleaned by the elevator service provider at tenant contractor’s expense.  This includes rails, pits, tops of cabs, machine rooms.

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Exhibit D

Cleaning Specifications

GENERAL CLEANING

NIGHTLY

General Offices:

1.                                       All hard surfaced flooring to be swept using approved dustdown preparation.

2.                                       Carpet sweep all carpets, moving only light furniture (desks, file cabinets, etc. not to be moved).

3.                                       Hand dust and wipe clean all furniture, fixtures and window sills.

4.                                       Empty all waste receptacles and remove wastepaper.

5.                                       Wash clean all Building water fountains and coolers.

6.                                       Sweep all private stairways.

Lavatories:

1.                                       Sweep and wash all floors, using proper disinfectants.

2.                                       Wash and polish all mirrors, shelves, bright work and enameled surfaces.

3.                                       Wash and disinfect all basins, bowls and urinals.

4.                                       Wash and disinfect all toilet seats.

5.                                       Hand dust and clean all partitions, tile walls, dispensers and receptacles in lavatories and restrooms.

6.                                       Empty paper receptacles, fill receptacles and remove wastepaper.

7.                                       Fill toilet tissue holders.

8.                                       Empty and clean sanitary disposal receptacles.

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WEEKLY

1.                                       Vacuum all carpeting and rugs.

2.                                       Dust all door louvers and other ventilating louvers within a person’s normal reach.

3.                                       Wipe clean all brass and other bright work.

QUARTERLY

High dust premises complete including the following:

1.                                       Dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning.

2.                                       Dust all vertical surfaces, such as walls, partitions, doors, door frames and other surfaces not reached in nightly cleaning.

3.                                       Dust all venetian blinds.

4.                                       Wash all windows.

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Exhibit E

Rules and Regulations

1.        Nothing shall be attached to the outside walls of the Building.  Other than Building standard blinds, no curtains, blinds, shades, screens or other obstructions shall be attached to or hung in or used in connection with any exterior window or entry door of the Premises, without the prior reasonable consent of Landlord (which shall not be unreasonably withheld, conditioned or delayed).

2.             No sign, advertisement, notice or other lettering visible from the exterior of the Premises shall be exhibited, inscribed, painted or affixed to any part of the Premises without the prior written consent of Landlord (which shall not be unreasonably withheld, conditioned or delayed).  All lettering on suite entry doors shall be inscribed, painted or affixed in a size, color and style reasonably acceptable to Landlord.

3.             The grills, louvers, skylights, windows and doors that reflect or admit light and/or air into the Premises or Common Areas shall not be covered or obstructed by Tenant except as set forth in item 1 above, nor shall any articles be placed on the window sills, radiators or convectors.

4.             Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

5.             The Common Areas shall not be obstructed or encumbered by any Tenant or used for any purposes other than ingress of egress to and from the Premises and for delivery of merchandise and equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery by Landlord.

6.             All locks and deadbolts of any kind shall be operable by the Building’s Master Key.  No locks shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in locks or the mechanism thereof which shall make such locks inoperable by the Building’s Master Key.  Tenant shall, upon the termination of its Lease, deliver to Landlord all keys of stores, offices and lavatories, either furnished to or otherwise procured by Tenant and in the event of the loss of any keys furnished by Landlord, Tenant shall pay to Landlord the cost thereof.

7.             Tenant shall keep the entrance door to the Premises closed at all times.

8.             All movement in or out of any freight, furniture, boxes, crates or any other large object or matter of any description must take place during such times and in such elevators as Landlord may reasonably prescribe.  Landlord reserves the right to inspect all articles to be brought into the Building and to exclude from the Building all articles which violate any of these Rules and Regulations or the Lease.  Landlord may require that any person leaving the public areas of the Building with any article to submit a pass, signed by an authorized person, listing each article being removed, but the establishment and enforcement of such requirement shall not impose any responsibility on Landlord for the protection of any Tenant against the removal of property from the Premises.

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9.             All hand trucks shall be equipped with rubber tires, side guards and such other safeguards as Landlord may reasonably require.

10.           Except as might be expressly permitted under the Lease, no Tenant Party shall be permitted to have access to the Building’s roof, mechanical, electrical or telephone rooms without permission from Landlord, which permission will not be unreasonably withheld, conditioned or delayed.  The foregoing notwithstanding, Tenant Parties will be given access to and a non-exclusive right to use the Building’s roof deck, which access and use shall be subject to such rules and regulations as Landlord shall from time to time reasonably promulgate with respect thereto (including, without limitation, rules and regulations pertaining to roof deck safety, reservations and post-use clean-up).

11.           Tenant shall not permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of unreasonable noise, odors, vibrations or unreasonable interference in any way with other tenants or those having business therein.

12.           Except as set forth in the Lease, Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by Landlord, which agreement shall not be unreasonably withheld, conditioned or delayed.  Tenant shall not cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good order and cleanliness.

13.           Tenant shall store all its trash and recyclables within its Premises.  No material shall be disposed of which may result in a violation of any Requirement.  All refuse disposal shall be made only though entry ways and elevators provided for such purposes and at such times as Landlord shall designate.  Tenant shall use the Building’s refuse and recycling contractor(s).

14.           Tenant shall not deface any part of the Building.  No boring, cutting or stringing of wires shall be permitted, except with prior consent of Landlord (which shall not be unreasonably withheld, conditioned or delayed), and as Landlord may direct and except for typical office building purposes (e.g., picture hanging).

15.           The water and wash closets, electrical closets, mechanical rooms, fire stairs and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein.  All damages resulting from any misuse of the fixtures shall be borne by Tenant where a Tenant Party caused the same.

16.           Tenant, before closing and leaving the Premises at any time, shall see that all lights, water faucets, etc. are turned off.  All entrance doors in the Premises shall be kept locked by Tenant when the Premises are not in use.

17.           No animals of any kind (except for seeing eye dogs) shall be brought into or kept by any Tenant in or about the Premises or the Building.  No in-line roller skates, bicycles or vehicles shall be brought into or kept by any Tenant in or about the Premises or the Building, except that bicycles can be kept at the bicycle rack (if any) provided by Landlord at the Building and automobiles may be kept in the parking garage.

18.           Canvassing or soliciting in the Building is prohibited.

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19.           Employees of Landlord or Landlord’s Agent shall not perform any work or do anything outside of their regular duties, unless under special instructions from the office of Landlord or in response to any emergency condition.

20.           Tenant is responsible for the delivery and pick up of all mail from the United States Post Office.  Landlord reserves the right to prohibit overnight courier, commercial and other package delivery services from entering the Building, other than to pick-up packages from or to deliver packages to such central messenger facility designated by Landlord for the Building.

21.           Landlord reserves the right to exclude from the Building all persons who do not present a valid Building pass.  Tenant shall be responsible for all persons for whom a pass shall be issued at the request of Tenant and shall be liable to Landlord for all acts of such persons.

22.           Except as set forth in the Lease, Landlord shall not be responsible to Tenant or to any other person for the non-observance or violation of these Rules and Regulations by any other tenant or other person; provided, however, Landlord shall reasonably endeavor to apply these Rules and Regulations in an even, non-discriminatory manner to all tenants and other users of the Building.  Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition to its occupancy of the Premises.

23.           No person shall smoke, chew or otherwise ingest, or use tobacco products at the Building, the Common Areas (including any sidewalks adjacent to the Building) or the Premises, except in an area (if any) designated by Landlord.

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Exhibit F

Form of Letter of Credit

COMERICA BANK HAS PREPARED THIS SPECIMEN UPON THE REQUEST AND BASED ON THE INFORMATION PROVIDED.  NO REPRESENTATION AS TO THE ACCURACY OR WILLINGNESS FOR COMMITMENT IS MADE BY COMERICA BANK TO ISSUE THIS LETTER OF CREDIT IN THIS OR ANY OTHER FORM.

WHEN SIGNED, THIS EXHIBIT A WILL BECOME AN INTEGRAL PART OF THE CORRESPONDING STANDBY LETTER OF CREDIT APPLICATION AND AGREEMENT.

GENTLEMEN:

WE HEREBY OPEN OUR UNCONDITIONAL IRREVOCABLE LETTER OF CREDIT NO.                              IN YOUR FAVOR AVAILABLE BY YOUR DRAFT(S) AT SIGHT FOR AN AMOUNT NOT TO EXCEED IN THE AGGREGATE $                                         EFFECTIVE IMMEDIATELY.

THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT OUR OFFICE OF COMERICA BANK, INTERNATIONAL TRADE SERVICES, 6260 E. MOCKINGBIRD LANE, 2ND FLOOR, MC-6588, DALLAS, TX 75214, AND EXPIRES WITH OUR CLOSE OF BUSINESS ON                                             .

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST “THIRTY” (“030”) DAYS PRIOR TO THE EXPIRATION DATE WE SEND YOU NOTICE BY A NATIONALLY RECOGNIZED COURIER THAT WE ELECT NOT TO EXTEND THIS CREDIT FOR ANY SUCH ADDITIONAL PERIOD.   SAID NOTICE WILL BE SENT TO THE ADDRESS INDICATED ABOVE, UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR NATIONALLY RECOGNIZED COURIER.  ANY NOTICE TO US WILL BE DEEMED EFFECTIVE ONLY UPON ACTUAL RECEIPT BY US AT OUR DESIGNATED OFFICE

IF THIS LETTER OF CREDIT IS NOT EXTENDED FOR AN ADDITIONAL PERIOD AS PROVIDED ABOVE, YOU MAY DRAW HEREUNDER.  SUCH DRAWING IS TO BE MADE BY MEANS OF A DRAFT ON US AT SIGHT WHICH MUST BE PRESENTED TO US BEFORE THE THEN EXPIRATION DATE OF THIS LETTER OF CREDIT.

THIS LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR CONSENT. THIS

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LETTER OF CREDIT IS PAYABLE IN MULTIPLE DRAFTS.

THIS LETTER OF CREDIT MAY BE TRANSFERRED SUCCESSIVELY IN ITS ENTIRETY ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF A NOMINATED TRANSFEREE (“TRANSFEREE”), ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE IS IN COMPLIANCE WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS.  AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S) IF ANY, MUST BE SURRENDERED TO US TOGETHER WITH OUR TRANSFER FORM (AVAILABLE UPON REQUEST) AND PAYMENT OF OUR CUSTOMARY TRANSFER FEES BY APPLICANT.

WE ENGAGE WITH YOU THAT ANY PRESENTATION DRAWN IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED WHEN PRESENTED AT THIS OFFICE ON OR BEFORE THE CLOSE OF BUSINESS ON THE EXPIRY DATE, AS SET FORTH ABOVE FOR THE AMOUNT AVAILABLE TO BE DRAWN ON THIS LETTER OF CREDIT UPON PRESENTATION OF YOUR SIGHT DRAFT IN THE FORM OF “SCHEDULE A” ATTACHED HERETO DRAWN ON US.

EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY AGREEMENTS, REQUIREMENTS OR QUALIFICATION.  OUR OBLIGATION UNDER THIS LETTER OF CREDIT IS OUR INDIVIDUAL OBLIGATION AND IS IN NO WAY CONTINGENT UPON REIMBURSEMENT WITH RESPECT THERETO OR UPON OUR ABILITY TO PERFECT ANY LIEN, SECURITY INTEREST OR ANY OTHER REIMBURSEMENT.

EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE ‘‘INTERNATIONAL STANDBY PRACTICES - ISP98’’, ICC PUBLICATION NO. 590.

COMERICA BANK

END OF SPECIMEN

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SCHEDULE “A”  TO LETTER OF CREDIT

SIGHT DRAFT

FOR VALUE RECEIVED

PAY AT SIGHT BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO                                            THE SUM OF U.S. $                             DRAWN UNDER IRREVOCABLE LETTER OF CREDIT NO.                               , DATED                       , 200   , ISSUED BY                                                               .

TO:         [ISSUER OF LETTER OF CREDIT]

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