EXHIBIT 10.5.12 LEASE AGREEMENT

Exhibit 10.5.12

LEASE

MERRITT 7 VENTURE L.L.C., Landlord

AND

HARRIS INTERACTIVE, INC., Tenant

Date: March 27, 2001

Space: 10,711 gross leasable square feet
             Third Floor

Building 101
Merritt 7 Corporate Park
Norwalk, Connecticut 06851

TABLE OF CONTENTS

Exhibit A — Rental Plan
Exhibit B — Tenant’s Plans
Exhibit C — Cleaning Specifications
Exhibit D — Option Space(s) Plan
Rules and Regulations

      LEASE , dated March 27 ^th , 2001, between MERRITT 7 VENTURE L.L.C., a Delaware limited liability company having a place of business at c/o Albert D. Phelps, Inc., 401 Merritt 7, Norwalk, Connecticut 06851 (hereinafter called “Landlord”), and HARRIS INTERACTIVE, INC., a corporation having a place of business at 101 Merritt 7, Norwalk, Connecticut 06851 (hereinafter called.“Tenant”).

WITNESSETH:

ARTICLE 1

Premises, Term, Purposes and Rent

      Section 1.01 . Landlord does hereby lease to Tenant, and Tenant does hereby hire from Landlord, subject to any ground leases and/or underlying leases and/or easements and/or mortgages as hereinafter provided, and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease, for the term hereinafter stated, certain premises consisting of 10,711 gross leasable square feet on the Third Floor in the building known as Building No. 1, 101 Merritt 7 Corporate Park, Norwalk, Connecticut 06851 (hereafter called the “Building”), substantially as shown hatched on the rental plan(s) annexed hereto as Exhibit “A.” Said leased premises, together with all fixtures, equipment, improvements, installations and appurtenances which at the commencement of, or during the term of this Lease, are thereto attached (except items not deemed to be included therein and removable by Tenant as provided in Article 4 of this Lease) are hereinafter called the “Premises.” The plot of land on which the Building is erected is hereinafter called the “Land.”

      Section 1.02. The term of this Lease shall commence on the date upon which Landlord’s Work at the Premises is deemed to have been substantially completed pursuant to Article 2 of this Lease or on such earlier date as either (a) Landlord’s Work has been substantially completed pursuant to Article 29 of this Lease (as evidenced by approval by local governmental authority of the issuance of a certificate of occupancy or its equivalent for the Premises), or (b) Tenant shall occupy the Premises or any part thereof with the consent of Landlord for the purpose of carrying on the normal functions of Tenant’s business (such date for the commencement of the term hereof being hereinafter called the “Term Commencement Date”), and shall end at midnight on that certain day (the “Expiration Date”) which is the date immediately preceding the seven (7) year anniversary of the Term Commencement Date, or shall end on such earlier date upon which this Lease is terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law. Landlord currently anticipates that Landlord’s Work shall be substantially completed by June 1, 2001, but the actual Term Commencement Date may differ. In the event Landlord’s Work is not substantially completed by June 1, 2001, Tenant shall have the ongoing right to continue to occupy space in the Merritt 7 Corporate Park currently occupied by it and shall begin paying rent for such

alternate space at the Fixed Rent rate hereinafter set forth in Section 1.04(i). In addition to the Fixed Rent, Tenant shall pay Landlord operating expenses and electrical charges based on 10,711 s.f. at the same rates as set forth in this Lease. Once the Premises leased herein have been substantially completed, Tenant shall have an overlap period of three (3) days to relocate from its prior premises to the Premises described herein. Upon vacation and surrender of such prior premises as required by the terms of any prior lease with respect to same, such prior lease shall be null, void and of no further force and effect. Landlord shall give Tenant notice when Landlord’s Work at the Premises is substantially completed. Failure of Landlord to give such notice shall in no way be deemed a default or extend the Term Commencement Date. Landlord and Tenant each agree, at the request of the other, to confirm by letter agreement the actual Term Commencement Date and the date by which Tenant must give notice of its exercise of the option to renew as set forth in Section 37.01 herein.

      Section 1.03. The Premises shall be used for the following, but no other purpose, namely: general and executive office use and all related uses thereto. Tenant shall have the right to use all common areas and amenities appurtenant to the Premises.

      Section 1.04. The rent reserved under this Lease for the term hereof shall be and consist of the following fixed rent, (“Fixed Rent”) namely:

     (i) at the rate of $246,353.00 per annum (which is calculated at the annual rate of $23.00 per gross leasable square foot) for the first, second, third and fourth years of the term of this Lease;

     (ii) at the rate of $257,064.00 per annum (which is calculated at the annual rate of $24.00 per gross leasable square foot) for the fifth, sixth and seventh years of the term of this Lease;

payable without demand in equal monthly installments in advance on the first day of each and every calendar month during said term. In addition to the Fixed Rent, Tenant will be responsible for paying the cost of Tenant’s electric consumption as set forth in Article 24 hereof, plus the cost of operating expenses as set forth in Article 26 hereof and plus such additional rent and other charges as shall become due and payable hereunder, which additional rent and other charges shall be payable as hereinafter provided; all to be paid to Landlord at its office set forth in the first paragraph of this Lease, or such other place as Landlord may designate, in lawful money of the United States of America. If the Term Commencement Date is on other than the first day of a calendar month or if this Lease expires or terminates on other than the last day of a calendar month, the Fixed Rent and additional rent for any such partial month shall be appropriately pro-rated, based upon the number of calendar days in such partial month(s).

      Section 1 .05. Tenant does hereby covenant and agree promptly to pay the Fixed Rent, additional rent and other charges herein reserved as and when the same shall become due and payable, without demand therefor, and without any set-off or deduction whatsoever (unless otherwise

provided herein), and to keep, observe and perform, and to permit no violation of, each and every of the covenants, agreements, terms, provisions and conditions herein contained on the part and on behalf of Tenant to be kept, observed and performed.

      Section 1.06. In determining the gross leasable area of the Premises or any portion thereof pursuant to any provision of this Lease, the gross leasable area of the Premises or such portion, as the case may be, shall be the gross leasable area thereof in square feet determined in accordance with the Standard Method of Floor Measurement for Office Buildings adopted by The Real Estate Board of New York, Inc., 1981 edition.

ARTICLE 2

Completion and Occupancy

      Section 2.01 . Landlord shall cause to be performed and shall notify Tenant of the substantial completion of Landlord’s Work in accordance with Tenant’s Plans (annexed to this Lease as Exhibit B) and the Working Drawings and Specifications, as set forth under the terms of Article 29 hereof. Tenant shall be fully responsible financially and otherwise for all other interior finish work for which Landlord has not in this Lease specifically and expressly assumed responsibility to pay or perform. Landlord shall use its best efforts to periodically advise Tenant of the status of completion of Landlord’s Work so as to allow Tenant ample prior notice to coordinate its access.

      Section 2.02. Landlord shall not be subject to any liability for failure to give possession of the Premises to Tenant or to cause Landlord’s Work to be substantially completed on or by the specific date hereinbefore designated as the anticipated date for the commencement of the term. No part of the Premises shall be deemed unavailable for occupancy by Tenant by reason of non-completion of details of construction, decoration or mechanical adjustments which are minor in character and do not materially interfere with Tenant’s use of such part of the Premises. In the event there is a delay in the availability of the Premises for occupancy by Tenant due to (a) any act or omission of any nature by Tenant or by any of Tenant’s agents or employees which interferes with or delays the performance of Landlord’s Work or which is a breach of Tenant’s obligations under this Lease, or (b) any additional time for the completion of work designated as “Special Work” as provided in Article 29 hereof, Landlord’s Work shall be deemed to have been completed and the Premises shall be deemed to have been made available for Tenant’s occupancy on the date when Landlord’s Work would have been substantially completed but for any such act, omission, or default on the part of Tenant or any of its agents or employees, and Tenant shall be liable for the payment of one (1) day’s rent for each day of such delay.

      Section 2.03. Tenant, by entering into occupancy of any part of the Premises for the operation of its business, shall be conclusively deemed to have agreed that, up to the time of such occupancy Landlord had performed all of its obligations to complete Landlord’s Work with respect to such part of the Premises and that such part of the Premises, except for latent defects and the

minor details of construction, decoration and mechanical adjustments hereinbefore referred to, was in satisfactory condition as of the date of such occupancy, unless within ten (10) days after such date Tenant shall give written notice to Landlord specifying the respects in which the same was not in such condition.

ARTICLE 3

Use of Premises

      Section 3.01. Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, for any purpose other than the use hereinbefore specifically mentioned in Section 1.03. Those portions, if any, of the Premises which are identified as toilets and utility areas shall be used by Tenant only for the purposes for which they are designed.

      Section 3.02. Tenant shall not use or permit the use of the Premises or any part thereof in any way which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner and Tenant shall not suffer or permit the Premises or any part thereof to be used in any manner or anything to be done therein or anything to be brought into or kept therein which shall in any way impair or tend to impair the character, reputation or appearance of the Building as a high quality office building, impair or unreasonably interfere with or tend to impair or unreasonably interfere with any of the building services or the proper and economic heating, cleaning, air conditioning or other servicing of the Building or the Premises, or impair or unreasonably interfere with or tend to impair or unreasonably interfere with the use of any of the other areas of the Building by, or occasion discomfort, inconveniences or annoyances to, any of the other tenants or occupants of the Building. Tenant shall not install any electrical or other equipment of any kind which might cause any such impairment, interference, discomfort, inconvenience, or annoyance. Landlord acknowledges that standard, customary office equipment (including computers, copiers and the like) contemplated by Tenant in its use of the Premises in accordance with the uses set forth in Section 1.03 will not cause any such impairment, interference, discomfort, inconvenience or annoyance.

      Section 3.03. If any governmental license or permit (other than a certificate of occupancy for general and executive office use) shall be required for the proper and lawful conduct of Tenant’s business or other activity carried on in the Premises, then Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license or permit and submit the same to inspection by Landlord. Tenant, at Tenant’s expense, shall, at all times, comply with the requirements of each such license or permit, including, the certificate of occupancy, as it applies to Tenant’s use and occupancy of the Premises.

ARTICLE 4

Appurtenances, Etc., Not to be Removed

      Section 4.01. Except as otherwise expressly provided in this Lease (including the provisions of this Article 4), all fixtures, equipment, improvements, installations and appurtenances attached to, or built into, the Premises at the commencement of or during the term hereof (hereinafter severally, and collectively called, in this Section 4.01, “Appurtenances”), whether or not furnished or installed at the expense of Tenant or by Tenant, shall be and remain part of the Premises and be deemed the property of Landlord and shall not be removed by Tenant without Landlord’s prior written approval which shall not be unreasonably withheld. Notwithstanding the preceding sentence, any Appurtenances, as well as all articles of personal property, trade fixtures, furniture and movable business machinery, equipment and partitions owned by Tenant and furnished and installed in any part of the Premises (whether or not attached thereto or built therein) at the sole expense of Tenant (and with respect to which no credit or allowance shall have been granted to Tenant by Landlord and which were not furnished and installed in replacement of any items which Tenant would not be entitled to remove in accordance with this Article 4) (a) may be removed from the Building by Tenant at any time prior to the expiration of the term hereof, and (b) shall, if and to the extent requested by Landlord (at the time Landlord grants its consent to the placement of such Appurtenances if required), be removed from the Building by Tenant prior to such expiration or termination of the Lease (or with reasonable promptness thereafter). If Tenant fails to remove/repair any damage, the cost and expense of any such removal and the cost and expense of repairing any damage to the Premises or to the Building arising from removal shall be paid by Tenant within thirty (30) days of demand by Landlord. If any Appurtenances which as aforesaid may or are required to be removed from the Building by Tenant are not removed by Tenant from the Building within the time above specified therefor, then Landlord (in addition to all other rights and remedies to which Landlord may be entitled at any time) may at its election (after written notice to Tenant with a reasonable opportunity for Tenant to remove same) deem that the same has been abandoned by Tenant to Landlord, but no such election shall relieve Tenant of Tenant’s obligation to pay the expense of removing the same from the Building or the expense of repairing damage to the Premises or to the Building arising from such removal.

      Section 4.02. All the perimeter walls of the Premises, any balconies, terraces or roofs adjacent to the Premises, and any space in and/or adjacent to the Premises used for shafts, stairways, stacks, pipes, vertical conveyors, mail chutes, pneumatic tubes, conduits, ducts, electric or other utilities, rooms containing elevator or air conditioning machinery and equipment, sinks or other similar or dissimilar Building facilities, and the use thereof, as well as access thereto through the Premises for the purposes of such use and the operation, improvement, replacement, addition, repair, maintenance and/or decoration thereof, are (unless allowed for in writing herein) expressly reserved to Landlord. Landlord agrees to exercise such rights of use and access in or to the Premises upon prior notice to Tenant (except in case of emergency), and in a manner intended to minimize disruption to Tenant’s business.

      Section 4.03. Landlord shall, at its expense (subject to reimbursement pursuant to the provisions of Article 26 hereof) keep and maintain the Building, including the landscaping of the Land and its fixtures, appurtenances and facilities serving the Premises, exterior windows of the Building and common area facilities, including the parking areas of the Building, the roof of the Building and the structure of the Building, the plumbing, bathrooms, (excluding any specifically installed bathrooms for the private use of Tenant), HVAC, electrical and mechanical systems as well as common areas serving the Building in good condition and repair.

ARTICLE 5

Various Covenants

      Section 5.01. Tenant (and if applicable Landlord) covenants and agrees that Tenant (and if applicable Landlord) will:

     (a) Take good care of the Premises, and pay to Landlord the reasonable expense of making good any damage or breakage to the applicable part of the Premises that Tenant is obligated to repair pursuant to any of the provisions of this Lease, but did not, provided such damage or breakage was caused or done by or on behalf of Tenant, its agents, subtenants or employees, and not caused or done by Landlord, its agents or employees, and excluding reasonable wear and tear and damage or loss by fire or other casualty.

     (b) Faithfully observe and comply with the rules and regulations annexed hereto and such additional reasonable rules and regulations as Landlord hereafter at any time or from time to time may uniformly enact for all similarly situated tenants in the Building and as Tenant is notified of in writing, which rules and regulations, in the reasonable judgment of Landlord, shall be necessary or desirable for the reputation, safety, care or appearance of the Building, or the preservation of good order therein, or the operation or maintenance of the Building, or the equipment thereof, or the comfort of tenants or others in the Building; provided, however, (i) that in the case of any conflict between the provisions of this Lease and any such rule or regulation, the provisions of this Lease shall control, (ii) that while Landlord shall endeavor to apply the rules and regulations in a uniform and non-discriminatory manner towards similarly situated tenants, nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the rules and regulations or the terms, covenants or conditions in any other lease as against any other tenant, (iii) that Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors, invitees, subtenants or licensees, and (iv) that no such future rules or regulations shall materially increase Tenant’s obligations or materially decrease Tenant’s rights under this Lease.

     (c) Permit Landlord and any mortgagee of the Building and/or the Land or of the interest of Landlord therein and any lessor under any ground or underlying lease, and their representatives, to enter the Premises at all reasonable hours (upon reasonable prior notice) for the purposes of

inspection, or of making repairs, replacements or improvements in or to the Premises or the Building or equipment therein, or of complying with all laws, orders and requirements of governmental or other authority or of exercising any right reserved to Landlord by this Lease (including the right during the progress of any such repairs, replacements or improvements or while performing work and furnishing materials in connection with compliance with any such laws, orders or requirements, to keep and store within the Premises all necessary materials, tools and equipment) provided such shall be done in such a manner as to minimize any interruption to Tenant’s business.

     (d) Make no claim against Landlord or any lessor under any ground or underlying lease for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, or loss of use of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by the negligence of Landlord, its agents or employees, in the operation or maintenance of the Premises or the Building. No property other than such as might normally be brought upon or kept in the Premises as an incident to the reasonable use of the Premises for the purposes specified in this Lease shall be brought upon or kept in the Premises.

     (e) Except for minor cosmetic and decorating for which Landlord’s approval shall not be unreasonably withheld, make no alterations, improvements, installations, repairs, additions, or replacements (hereinafter collectively called “Tenant’s Changes”) in, to or about the Premises without Landlord’s prior written consent, and then only by contractors or mechanics reasonably approved by Landlord. Tenant’s Changes shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate. Prior to the commencement of any Tenant’s Changes, Tenant shall submit to Landlord, for Landlord’s written approval, plans and specifications (to be prepared by and at the expense of Tenant) of such proposed Tenant’s Changes in detail reasonably satisfactory to Landlord. In no event shall any material or equipment be incorporated in or to the Premises in connection with any such Tenant’s Changes which is subject to any lien, security agreement, charge, mortgage or other encumbrances of any kind whatsoever or is subject to any conditional sale or other similar or dissimilar title retention agreement. Any mechanic’s lien filed against the Premises or the Building for work done for, or claimed to have been done for, or materials furnished to, or claimed to have been furnished to Tenant shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law or otherwise. All Tenant’s Changes shall at all times comply with (1) laws, rules, orders and regulations of governmental authorities having jurisdiction thereof, (2) rules and regulations of Landlord, and (3) plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for Landlord’s prior written reasonable approval. No Tenant’s Changes shall be undertaken, started or begun by Tenant or by its agents, employees, contractors or anyone else acting for or on behalf of Tenant until Landlord has approved such plans and specifications, and no amendments or additions to such plans and specifications shall be made without the prior written reasonable consent of Landlord. Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or labor and/or materials would or will create any unreasonable difficulty with other contractors and/or labor engaged by Tenant or Landlord or others

in the construction, maintenance and/or operation of the Building or any part thereof.

     (f) Not violate, or permit the violation of, any condition imposed by the standard fire insurance policy issued for office buildings in the County of Fairfield and State of Connecticut, nor do anything or permit anything to be done, or keep anything or permit anything to be kept, in the Premises, which would increase the fire or other casualty insurance rate on the Building or the property therein, or which would result in insurance companies of good standing refusing to insure the Building or any such property in amounts and against risks as reasonably determined by Landlord. Landlord represents that Tenant’s permitted uses (as set forth in section 1.03) will not cause any increase in insurance rates on the Building.

     (g) Permit Landlord, at reasonable times, on reasonable prior notice, to show the Premises to any lessor under any ground or underlying lease, or any ground lessee or mortgagee, or any prospective purchaser, ground lessee, mortgagee, or assignee of any mortgage, of the Building and/or the Land or of Landlord’s interest therein, and their representatives, and during the period of twelve (12) months next preceding the date of expiration of the term hereof with respect to any part of the Premises similarly show any part of the Premises to any person contemplating the leasing of all or a portion of the same.

     (h) At the end of the term, quit and surrender to Landlord the Premises broom-clean and in good order and condition except for ordinary wear and tear and damage by fire and/or other casualty. Any personal property which shall remain in the Premises after the expiration or termination of the term of this Lease shall be deemed to have been abandoned, and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit; provided, however, that, notwithstanding the foregoing, Tenant will, upon request of Landlord made not later than thirty (30) days after the expiration or termination of the term hereof, promptly remove from the Building any such personal property at Tenant’s own cost and expense. If the last day of the term of this Lease falls on Sunday or a legal holiday, this Lease shall expire on the business day immediately preceding.

     (i) At any time and from time to time upon not less than five (5) days’ prior notice by Landlord to Tenant, execute, acknowledge and deliver to Landlord, or to anyone Landlord shall designate, a statement of Tenant (or if Tenant is a corporation, signed by an appropriate officer of Tenant on behalf of said corporation) in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), specifying the dates to which the Fixed Rent, additional rent and other charges have been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate Landlord is in default in performance of any provision of this Lease and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement so delivered may be relied upon by any lessor under any ground or underlying lease, or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or assignee of any mortgage, of the Building and/or the Land or of Landlord’s interest therein.

     (j) (i) Indemnify, defend and save harmless, Landlord, Clarion Partners, Albert D. Phelps, Inc. and any mortgagee and any lessor under any ground or underlying lease, and their respective officers, directors, contractors, agents and employees, from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including, but not limited to, counsel fees and disbursements incurred in the defense of any action or proceeding), to which they may be subject or which they may suffer by reason of, or by reason of any claim for, any injury to, or death of, any person or persons or damage to property (including any loss of use thereof) or otherwise arising from or in connection with the use of or from any work, installation or thing whatsoever done (other than by Landlord or its contractors or the agents or employees of either) in the Premises or Building prior to, during, or subsequent to, the term of this Lease or arising from any condition of the Premises or Building due to or resulting from any default by Tenant in the performance of Tenant’s obligations under this Lease or from any act, omission or negligence of Tenant or any of Tenant’s officers, directors, agents, contractors, employees, subtenants, licensees or invitees.

           (ii) Indemnify, defend and save harmless, Tenant from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including, but not limited to, counsel fees and disbursements incurred in the defense of any action or proceeding), to which it may be subject or which it may suffer by reason of, or by reason of any claim for, any injury to, or death of, any person or persons or damage to property (including any loss of use thereof) or otherwise arising from or in connection with the use of or from any work, installation or thing whatsoever done (other than by Tenant or its contractors or the agents or employees of either) in the Premises or Building prior to, during, or subsequent to, the term of this Lease or arising from any condition of the Premises or Building due to or resulting from any default by Landlord in the performance of Landlord’s obligations under this Lease or from any act, omission or negligence of Landlord or any of Landlord’s officers, directors, agents, contractors, employees, subtenants, licensees or invitees.

     (k) Tenant at Tenant’s own cost and expense, shall maintain insurance:

     (i) protecting and indemnifying Landlord and Tenant against any and all claims for injury or damage to persons or property or for the loss of life or of property occurring upon, in or about the Premises, and the public portions of the Building used by Tenant, its employees, agents, contractors, customers, and invitees; and Tenant’s contractual obligation to indemnify Landlord as provided under the next preceding subparagraph hereof; such insurance shall be a combined single limit policy for bodily injury and property damage in an amount of not less than $5,000,000.00; and

     (ii) name Landlord, Clarion Partners and Albert D. Phelps, Inc. as additional insureds. Such policy shall be written on an “occurrence basis” including without limitation, blanket contractual liability coverage, broad form property damage, independent contractor’s coverage and personal injury coverage. Tenant shall also carry workers’ compensation and employer’s liability coverage; and

     (iii) “All Risk” property damage insurance covering Tenant’s inventory, personal property, business records, furniture, floor coverings, trade fixtures, and equipment and all work installed by Tenant for damage and loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, explosion, business interruption and water damage of any type, including sprinkler leakage, bursting and stoppage of pipes. Tenant’s property damage insurance shall include full replacement cost coverage and the amount shall satisfy any coinsurance requirements under the applicable policy and the deductible shall not exceed $1,000.00.

     All such insurance shall be effected under valid and enforceable policies (which may cover the Premises and other locations); shall be issued by insurers of recognized responsibility acceptable to Landlord with a minimum Best’s rating of A-VI and shall contain a provision whereby the insurer agrees not to cancel the insurance without thirty (30) days’ prior written notice to Landlord.

     Landlord shall maintain 100% full replacement value casualty and extended coverage on the Building and public liability insurance in an amount not less than that required by Tenant in subsection (k)(i) above.

     On or before the Term Commencement Date, Tenant shall furnish Landlord with a certificate evidencing the aforesaid insurance coverages, and renewal certificates shall be furnished to Landlord at least thirty (30) days prior to the expiration date of each policy for which a certificate was theretofore furnished.

ARTICLE 6

Changes or Alterations by Landlord

      Section 6.01. Landlord reserves the right to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (including the Premises) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators, stairways and other parts thereof, and to erect, maintain and use pipes, ducts and conduits in and through the Premises, all as Landlord may deem necessary or desirable; provided, however, that there be no unreasonable obstruction of the means of access to the Premises or unreasonable interference with the use of the Premises and that Landlord shall use reasonable efforts to complete such changes, alterations, additions, improvements, repairs and/or replacements in an expeditious manner. Nothing contained in this Article 6 shall relieve Tenant of any duty, obligation or liability of Tenant with respect to making any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority.

      Section 6.02. Landlord reserves the right to name the Building and to change the name or address of the Building at any time and from time to time. Neither this Lease nor any use by Tenant shall give Tenant any easement or other right in or to the use of any door or any passage or

any concourse or any plaza connecting the Building with any other building or to any public convenience, and the use of such doors, passages, concourses, plazas and conveniences may without notice to Tenant be regulated or discontinued at any time by Landlord. If at any time any windows of the Premises are temporarily darkened or obstructed incident to or by reason of repairs, replacements, maintenance and/or cleaning in, on, to or about the Building or any part or parts thereof or are temporarily or permanently closed or rendered inoperable, then, except as otherwise specifically provided in this Lease, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of rent nor shall the same release Tenant from its obligation hereunder nor constitute an eviction.

      Section 6.03. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from the making by Landlord, Tenant or others of any changes, alterations, additions, improvements, repairs or replacements in or to any portion of the Building (or, as permitted by and consistent with the provisions of Section 6.01 above, to the Premises), or in or to fixtures, appurtenances or equipment therein, and no liability on the part of Landlord for failure of Landlord or others to make any changes, alterations, additions, improvements, repairs or replacements in or to any portion of the Building or the Premises, or in or to the fixtures, appurtenances or equipment therein. Notwithstanding the foregoing, Landlord shall use all reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises.

ARTICLE 7

Damage by Fire, Etc.

      Section 7.01 . If any part of the Premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the Premises shall be rendered untenantable by reason of such damage such that Tenant in its reasonable judgment is unable to conduct its business from the remaining undamaged portion of the Premises then, provided Tenant actually ceases its business operations thereat as a result of such damage, the annual Fixed Rent and additional rent payable hereunder shall be abated to the extent that such Fixed Rent and additional rent relates to such part of the Premises for the period from the later of the date of such damage or the date of such cessation of Tenant’s business until the date when such damaged part of the Premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the Premises shall have expired or terminated. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof provided Landlord shall cause as little interference as reasonably possible. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s Property, to wit, Tenant’s goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and

that Landlord shall not be obligated to repair any damage thereto or replace the same.

      Section 7.02. If substantial alteration or reconstruction of the Premises or the Building shall, in the opinion of Landlord be required as a result of damage by fire or other casualty (whether or not the Premises shall have been damaged by such fire or other casualty), or if such substantial alteration or reconstruction is not feasible or possible, then this Lease and the term and estate hereby granted may be terminated by Landlord or Tenant by its giving to the other within one hundred eighty (180) days after the date of such damage written notice specifying a date, not less than thirty (30) days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect as if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the Fixed Rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent provided in Section 7.01 hereof.

      Section 7.03. Each party agrees to endeavor to have included in each of its fire, casualty and other hazard insurance policies insuring the Building and Landlord’s property therein, in the case of Landlord, and insuring Tenant’s property in the Premises, in the case of Tenant, against loss, damage or destruction by fire or other casualty therein covered a waiver of the insurer’s right of subrogation against the other party, or if such waiver is unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the insured waives, before the casualty, the right of recovery against any party responsible for a casualty covered by the policy or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, the insured party shall so notify the other party promptly after learning thereof. In the first such case, if the other party shall so elect and shall pay the insurer’s additional charge therefor, such waiver, agreement or permission shall be included in the policy.

      Section 7.04. Each party hereby releases the other party with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in Section 7.03 hereof. If, notwithstanding the recovery of insurance proceeds by either party for such loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then (provided the first party’s right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected) the amount of the net proceeds of the first party’s insurance against such loss, damage or destruction shall be offset against the second party’s liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair or restoration, as the case may be. Nothing contained in this Section 7.04 shall relieve either party of any duty imposed elsewhere in this lease to repair, restore or rebuild or nullify any abatement of rent provided for elsewhere in this Lease.

      Section 7.05. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty and any statute providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

ARTICLE 8

Condemnation

      Section 8.01. In the event that the whole of the Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title. In the event that only a part of the Premises shall be so condemned or taken, then, effective as of the date of vesting of title, the Fixed Rent and additional rent hereunder shall be abated in an amount thereof apportioned according to the area of the Premises so condemned or taken. In the event that only a part of the Building shall be so condemned or taken, then (a) Landlord (whether or not the Premises is affected) may, at Landlord’s option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant in writing of such termination within sixty (60) days following the date on which Landlord shall have received notice of vesting of title, or (b) if such condemnation or taking shall be of a substantial part of the Premises or of a substantial part of the means of access thereto, Tenant may, at Tenant’s option, by delivery of notice in writing to Landlord within sixty (60) days following the date on which Tenant shall have received notice of vesting of title, terminate this Lease and the term and estate hereby granted as of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking except that the Fixed Rent and additional rent payable hereunder shall be abated to the extent, if any, hereinbefore provided in this Article 8. In the event that only a part of the Premises shall be so condemned or taken and this Lease and the term and estate hereby granted with respect to the remaining portion of the Premises are not terminated as hereinbefore provided, Landlord will, with reasonable diligence and at its expense, restore the remaining portion of the Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking.

      Section 8.02. In the event of the termination in any of the cases hereinbefore provided, this Lease and the term and estate hereby granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set for the expiration of the full term of this Lease, and the Fixed Rent and all additional rent payable hereunder shall be apportioned as of such date.

      Section 8.03. In the event of any condemnation or taking hereinbefore mentioned of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly waives any and all right, title and interest of Tenant now or hereafter arising

in and to any such award or any part thereof and assigns the same to Landlord, and Tenant shall be entitled to receive no part of such award and shall have no claim against Landlord on account thereof. Tenant shall have the right to seek a separate award for its trade fixtures and relocation expenses.

      Section 8.04. It is expressly understood and agreed that the provisions of this Article 8 (other than the abatement provisions) shall not be applicable to any condemnation or taking for governmental occupancy for a limited period.

ARTICLE 9

Compliance with Laws

      Section 9.01 . Tenant, at Tenant’s expense, shall comply with all laws and ordinances, and all rules, orders and regulations of all governmental authorities and of all insurance bodies, at any time duly issued or in force, applicable to the Premises or any part thereof or to Tenant’s use thereof, except that Tenant shall not hereby be under any obligation to comply with any law, ordinance, rule, order or regulation requiring any structural alteration of or in connection with the Premises, unless such alteration is required by reason of a condition which has been created by, or at the instance of, Tenant, or is attributable to the use or manner of use to which Tenant puts the Premises, or is required by reason of a breach of any of Tenant’s covenants and agreements hereunder. Where any structural alteration of or in connection with the Premises is required by any such law, ordinance, rule, order or regulation, and, pursuant to an express exception hereinabove contained, Tenant is not under any obligation to make such alteration, then Landlord shall make such alteration and pay the cost thereof reasonably promptly and with minimal interference with Tenant’s use of the Premises.

      Section 9.02. (a) If Tenant becomes aware of any inquiry, investigation or administrative, judicial or other proceeding regarding Hazardous Substances or the violation of any Environmental Laws with respect to the Building and Land, Tenant shall, within five days after first learning of same, give Landlord written notice of the same, and provide all available information regarding each inquiry, investigation or proceeding.

     (b) Tenant shall not cause or permit, as the result of any intentional or unintentional act or omission on the part of Tenant, its agents, employees, contractors, licensees, invitees, subtenants or other occupants of the Premises to store, use, possess, dispose or release or threaten to release Hazardous Substances in, on or from any portion of the Building or the Land except small quantities of customary office products which may be stored, used, possessed and disposed of in compliance with all Environmental Laws.

     (c) Tenant shall not cause or permit, as the result of any intentional or unintentional act or omission on the part of Tenant, its agents, employees, contractors, licensees, invitees, subtenants or

other occupants of the Premises, any violation of any Environmental Law.

     (d) Tenant shall indemnify, defend and hold harmless Landlord, Clarion Partners, any property manager(s) engaged by Landlord, their successors and assigns, each of their affiliates, parents and subsidiaries, and all partners, trustees, shareholders, agents, directors, officers and employees of any of the foregoing from and against any and all claims, demands, penalties, fines, liabilities, settlements, suits, damages, losses, injuries, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, including, without limitation, attorneys’ and consultants’ fees and disbursements and investigation and laboratory fees arising out of, and in any way related to: (i) the storage, use, possession, presence, disposal, release, or threat of release of any Hazardous Substance as a result of any act or omission of Tenant, its agents, employees, contractors, licensees, invitees, subtenants or other occupants of the Premises, in, on, from or affecting the Building or the Land; (ii) any personal injury (including, without limitation, wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Substance; (iii) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Substance; and/or any intentional or unintentional act or omission on the part of Tenant, its agents, employees, contractors, licensees, invitees, subtenants or other occupants of the Premises which violate any Environmental Law.

     (e) “Hazardous Substances” shall mean to include but not be limited to: “solid wastes,” “hazardous wastes,” “hazardous materials,” “hazardous substances,” “petroleum products,” “toxic substances,” “toxic pollutants,” “pollutants,” “contaminants,” “solid wastes,” or “regulated substances” as defined in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Clean Water Act, the Clean Air Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, the Compensation and Liability Act, the Hazardous Material Transportation Act, the Federal Water Pollution Control Act, the Superfund Amendments and Reauthorization Act of 1986, the Toxic Substances Control Act, the Oil Pollution Act of 1990, any laws relating to underground storage tanks, and any newly promulgated or similar or successor federal law, state law or local statutes and ordinances, rules, regulations and policies promulgated thereunder, as any of such federal, state and local statutes, ordinances, rules, regulations and policies may be amended, modified or supplemented from time to time (collectively, “Environmental Laws”). Hazardous Substance shall also be deemed to include petroleum and petroleum products, radioactive materials, polychlorinated biphenyls and polychlorinated biphenyl-containing equipment and asbestos. Environmental Laws also includes all regulations, orders, plans, decrees, judgments, injunctions, notices and demand letters issued, entered, promulgated and approved by any court, agency, bureau or other governmental body or authority with relevant jurisdiction.

     (f) The covenants and indemnity in this Article shall survive the expiration or earlier termination of this Lease.

     (g) Landlord represents and certifies to Tenant that, to the best of Landlord’s knowledge and belief, the Premises and all common areas of the Building are on the date of this Lease in

substantial compliance with the requirements of all federal, state and local laws, and any regulations promulgated thereunder, including any laws relating to the environmental condition of the Building or the health and safety of individuals using the Building. Landlord agrees to indemnify, defend and hold Tenant harmless from any costs, claims, damages or expenses of any kind arising from any failure of the Premises or any common area of the Building to comply with any such law or regulation, except to the extent such failure is the result of Tenant’s operations at the Premises.

      Section 9.03. Tenant shall, at Tenant’s sole cost and expense, comply with any and all requirements of any statute, rule, ordinance, order, regulation or notice of any Governmental Authority relating to the recycling of waste generated by tenants of the Building (collectively, the “Recycling Laws”), including without limitation, Connecticut Public Act 87-544 and the regulations promulgated pursuant thereto. Without limiting the generality of the foregoing, Tenant shall, at Tenant’s sole cost and expense, separate all solid waste in accordance with, and otherwise comply with, the requirements of such Recycling Laws and any recycling plan in effect from time to time in the Building and, in the event Landlord is required to separate any solid waste generated by Tenant or Landlord otherwise incurs any costs or expenses in connection with the recycling of Tenant’s solid waste, such cost or expense shall be in each instance collectible as additional rent on the first day of the month following the date of payment by Landlord.

ARTICLE 10

Accidents to Plumbing and Other Systems

      Section 10.01. Tenant shall give to Landlord prompt written notice of any damage to, or defective condition in, any part or appurtenance of the Building’s plumbing, electrical, heating, air conditioning or other systems serving, located in, or passing through, the Premises. Any such damage or defective condition shall be remedied by Landlord with reasonable diligence, but if such damage or defective condition was caused by, or resulted from, the negligence of or misuse by Tenant or its employees, agents, licensees or invitees, the cost of the remedy thereof shall be paid by Tenant unless otherwise covered by insurance. Tenant shall not be entitled to claim any damages arising from any such damage or defective condition unless the same shall have been caused by the negligence of Landlord in the operation or maintenance of the Premises or Building and the same shall not have been remedied by Landlord with reasonable diligence after written notice thereof from Tenant to Landlord; nor shall Tenant be entitled to claim any eviction by reason of any such damage or defective condition unless the same shall have rendered the Premises untenantable and the Premises shall not have been made tenantable by Landlord within a reasonable time after written notice thereof from Tenant to Landlord, If the Premises are untenantable for a period of five (5) consecutive business days, Fixed Rent shall abate until such condition is cured.

ARTICLE 11

Notices

      Section 11.01. Any notice, consent, approval, request, bill, demand or statement hereunder by either party to the other party shall be in writing and shall be effective upon receipt or refusal of receipt and shall be deemed to have been duly given if (i) delivered personally to such other party; (ii) sent by registered or certified mail; or (iii) sent by registered overnight courier, in any case addressed to such other party, which address for Landlord shall be 401 Merritt 7, P. O. Box 5101, Norwalk, CT 06856 (Attention: John P. Crosby) and for the Tenant shall be the Premises (or Tenant’s address as hereinbefore set forth if mailed prior to Tenant’s occupancy of the Premises), or if the address of such other party for notices shall have been duly changed as hereinafter provided, if delivered or mailed, as aforesaid, to such other party at such changed address. Either party may at any time change the address for such notices, consents, approvals, requests, bills, demands or statements by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed address. If the term Tenant as used in this Lease refers to more than one person, any notice, consent, approval, request, bill, demand or statement given as aforesaid to any one of such persons shall be deemed to have been duly given to Tenant.

ARTICLE 12

Conditions of Limitation

      Section 12.01 . This Lease and the term and estate hereby granted are subject to the limitation that:

     (a) in case Tenant shall make an assignment of substantially all of its property for the benefit of creditors or shall file a petition in bankruptcy or insolvency, or an involuntary petition under any bankruptcy or insolvency law shall be filed against Tenant, and such assignment or petition is not dismissed or withdrawn within sixty (60) days after the filing thereof,

     (b) in case of the reorganization of Tenant, whether pursuant to the Federal Bankruptcy Code or any similar federal or state proceeding, unless such reorganization is withdrawn or dismissed within sixty (60) days after its filing,

     (c) in case a permanent receiver, trustee or liquidator shall be appointed for Tenant or of or for substantially all of the property of Tenant, and such receiver, trustee or liquidator shall not have been discharged and such appointment withdrawn within sixty (60) days from the date of appointment,

     (d) in case Tenant shall (and such default shall continue for 5 days after Landlord shall have given to Tenant a written notice specifying such default) (i) fail to pay in full any monthly

installment of any Fixed Rent payable hereunder by its respective due date, and such installment of Fixed Rent shall remain partially or fully unpaid for a period of ten (10) days after the date upon which such payment of Fixed Rent became due, or (ii) fail to pay in full any payment of any additional rent or any other charge (other than Fixed Rent) payable hereunder by Tenant to Landlord by the date upon such respective payment of additional rent or other charge (other than Fixed Rent) payable hereunder became due,

     (e) in case Tenant shall default in the due keeping, observing or performance of any covenant, agreement, term, provision or condition of either Section 1.03 or Article 3 hereof on the part of Tenant to be kept, observed or performed and if such default shall continue and shall not be remedied by Tenant within ten (10) days after Landlord shall have given to Tenant a written notice specifying the same,

     (f) in case Tenant shall default in the due keeping, observing or performance of any covenant, agreement, term, provision or condition of this Lease on the part of Tenant to be kept, observed or performed (other than a default of the character referred to in clauses (d) or (e) of this Section 12.01), and if such default shall continue and shall not be remedied by Tenant within fifteen (15) days after Landlord shall have given to Tenant a written notice specifying the same, or, in the case of such a default which for causes beyond Tenant’s control cannot with due diligence be cured within said period of fifteen (15) days, if Tenant (i) shall not, promptly upon the giving of such notice, advise Landlord in writing of Tenant’s intention to take all steps necessary to remedy such default with due diligence, (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same, or (iii) shall not remedy the same within reasonable time after the date of the giving of said notice by Landlord, or

     (g) in case any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any firm, association, corporation, person, or entity other than Tenant except as expressly permitted under Article 25 hereof, or whenever, while rent remains unpaid or is in arrears, Tenant shall desert or abandon the Premises or the same shall become vacant (whether the keys be surrendered or not), or

     (h) in case any other lease held by Tenant from Landlord shall expire and terminate (whether or not the term thereof shall then have commenced) as a result of the default of Tenant thereunder or of the occurrence of any event as therein provided (other than by expiration of the full term thereof or pursuant to a cancellation or termination option therein contained),

Then in any of said cases Landlord may at its option:

give to Tenant a notice of intention to end the term of this Lease at the expiration of three (3) days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the term and estate hereby granted (whether or not the term shall theretofore have commenced) shall expire and terminate upon the expiration or said three (3) days with

the same effect as if that day were the date hereinbefore set for the expiration of the full term of this Lease,

or

re-enter the Premises without terminating this Lease;

but Tenant shall be or remain liable for damages as provided in this Lease or pursuant to law. If the term Tenant, as used in the Lease, refers to more than one person, then, as used in clauses (a), (b) and (c) of this Section 12.01, said term shall be deemed to include all of such persons or any one them; if any of the obligations of Tenant under this Lease is guaranteed, the term “Tenant” as used in said clauses shall be deemed to include also the guarantor or, if there be more than one guarantor, all or any one of them; and, if this Lease shall have been assigned, the term “Tenant,” as used in said clauses, shall be deemed to include the assignee and the assignor or either of them under any such assignment unless Landlord shall, in connection with such assignment, release the assignor from any further liability under this Lease, in which event the term “Tenant” as used in said clauses, shall not include the assignor so released.

ARTICLE 13

Re-entry by Landlord

      Section 13.01. If Tenant shall default in the payment of any Fixed Rent or additional rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due, and if such default shall continue for ten (10) days after Landlord shall have given to Tenant a written notice specifying such default, or if this Lease shall terminate as in Article 12 hereof provided, Landlord or Landlord’s agents and servants may immediately or at any time thereafter re-enter into or upon the Premises, or any part thereof, in the name of the whole, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises again as and of its first estate and interest therein. The words “re-enter,” ‘“re-entry” and “re-entering” as used in this Lease are not restricted to their technical legal meanings.

      Section 13.02. In the event of any termination of this Lease under the provisions of Article 12 hereof or in the event that Landlord shall re-enter the Premises under the provisions of Article 12 or this Article 13 or in the event of the termination of this Lease (or of re-entry without termination) by or under any summary dispossess or other proceeding or action or other measure undertaken by Landlord for the enforcement of its aforesaid right of re-entry or any provision of law (any such termination of this Lease, or re-entry without termination, being hereinafter called a “Default Termination” or “Default Re-Entry,” as the case may be), Tenant shall thereupon pay to Landlord the Fixed Rent, additional rent and any other charge payable hereunder by Tenant to

Landlord up to the time of such Default Termination or Default Re-Entry, or of such recovery of possession of the Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 14 hereof or pursuant to law. Also, in the event of a Default Termination or Default Re-Entry Landlord shall be entitled to retain all moneys, if any paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent, additional rent or any other charge due from Tenant at the time of such Default Termination or Default Re-Entry or, at Landlord’s option, against any damages payable by Tenant under Article 14 hereof or pursuant to law.

      Section 13.03. In the event of a breach or threatened breach on the part of Tenant with respect to any of the covenants, agreements, terms, provisions or conditions on the part of or on behalf of Tenant to be kept, observed or performed, Landlord shall also have the right to seek an injunction. The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled at any time, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for.

ARTICLE 14

Damages

      Section 14.01. In the event of a Default Termination or Default Re-Entry of this Lease, Tenant will pay to Landlord as damages, at the election of Landlord, either:

     (a) a sum at the time of such Default Termination or Default Re-Entry equal to the amount, if any, by which (1) the aggregate of the Fixed Rent and the additional rent under Article 26 hereof or any other Article of this Lease, if any, which would have been payable hereunder by Tenant for the period commencing with the day following the date of such Default Termination or Default Re-Entry and ending with the date hereinbefore set for the expiration of the full term hereby granted, exceeds (2) the aggregate fair market rental value (including both Fixed Rent and any additional rent) of the Premises for the same period, or

     (b) sums equal to the aggregate of the Fixed Rent and the additional rent under Article 26 hereof or under any other Article of this Lease, if any, which would have been payable by Tenant had this Lease not terminated by such Default Termination or Default Re-Entry payable upon the due dates therefor specified herein following such Default Termination or Default Re-Entry and until the date hereinbefore set for the expiration of the full term hereby granted; provided, however, that if Landlord shall relet all or any part of the Premises for all or any part of said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the reasonable expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Premises and of securing possession thereof, as well as the reasonable expenses of

reletting, including altering and preparing the Premises for new tenants with a Building Standard Installation, brokers’ commissions and all other reasonable expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may be for a period equal to or shorter or longer than said period; provided, further, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, (ii) in no event shall Tenant be entitled, in any suit for the collection of damages pursuant to this clause (b), to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit, and (iii) if the Premises or any part thereof should be relet in combination with other space, then appropriate apportionment on a square foot gross leasable area basis shall be made of the rent received from such reletting and of the expenses of reletting. For the purposes of clause (a) of this Section 14.01, the amount of additional rent which would have been payable by Tenant under Article 26 hereof, for each calendar year in which and after such Default Termination or Default Re-Entry occurs, shall be deemed to be an amount equal to the amount of such additional rent payable by Tenant for the calendar year immediately preceding the year in which such Default Termination or Default Re-Entry occurs. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired but for such Default Termination or Default Re-Entry.

      Section 14.02. Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant.

      Section 14.03. In the event Landlord defaults under the terms of this Lease, Tenant may seek recovery against Landlord of any reasonable sums or damages to which Tenant may be lawfully entitled by reason of any default hereunder on the part of Landlord.

ARTICLE 15

Waivers by Tenant

      Section 15.01. Tenant, for Tenant, and on behalf of any and all firms, corporations, associations, persons or entities claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law to redeem the Premises o