EXHIBIT 10.9 OFFICE LEASE BY AND BETWEEN LUKE PROPERTIES, LLC, A NEVADA LIMITED LIABILITY COMPANY AND VESTIN GROUP, INC., A DELAWARE CORPORATION

     EXHIBIT 10.9

OFFICE LEASE

BY AND BETWEEN

LUKE PROPERTIES, LLC,
A NEVADA LIMITED LIABILITY COMPANY

AND

VESTIN GROUP, INC.,
A DELAWARE CORPORATION

DATED: MARCH 31, 2003

TABLE OF CONTENTS

LEASE SUMMARY

     This lease summary is attached to the within lease for convenience of reference only and shall in no way be considered a part of said lease or used in the interpretation of any of the provisions contained therein.

OFFICE LEASE

     THIS LEASE is made and entered into as of this 31 day of March, 2003, by and between Luke Properties, LLC, a Nevada limited liability company (the “LANDLORD”) and Vestin Group, Inc., a Delaware corporation (the “TENANT”).

     1. LEASE OF PREMISES.

          1.1 LEASE. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises (the “PREMISES”) shown on the drawings attached hereto as Exhibit “A,” and commonly described as___, Las Vegas, Nevada___, consisting of approximately forty thousand nine hundred forty (40,940) square feet which is one hundred percent (100%) of the entire building (the “BUILDING”).

          1.2 MODIFICATION OF PREMISES. Landlord shall have the sole judgment and discretion to determine the architecture, design, appearance, construction, workmanship, materials and equipment with respect to the construction of the Building; provided, however, Landlord shall not materially alter the areas, floor elevations and other characteristics of the Premises as shown on Exhibit “A” without the express consent of Tenant, which consent shall not be unreasonably withheld or delayed.

     2. PURPOSE.

          2.1 USE. The Premises shall be used only for professional services businesses including but not limited to mortgage services, accounting offices and legal services (the “Use”) and businesses related thereto and for no other purpose without the prior written consent of Landlord.

          2.2 LIMITATION ON USES. Tenant shall not use or occupy the Premises, or permit the use or occupancy of the Premises, in any manner or for any purpose which: (a) would violate any law or regulation of any governmental authority, or the provisions of any applicable governmental permit or recorded document; (b) would adversely affect or render more expensive any fire or other insurance maintained by Landlord for the Building or any of its contents;(c) might impair or interfere with any of the services and systems of the Building, including without limitation, the Building’s electrical, mechanical, fire and life safety, structural, plumbing, heating, ventilation and air conditioning systems (collectively, the “BUILDING SYSTEMS”) or the janitorial, security and building maintenance services (collectively, the “SERVICE FACILITIES”); (d) would injure or annoy, or obstruct or interfere with the rights of, other tenants, if any, or occupants of the Building or impair the appearance of the Building or be prejudicial to the business or reputation of Landlord; or (e) is not compatible with the existing use of the Building. Further, Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or beyond the Premises shall be installed, maintained and used by Tenant so as to eliminate such vibration or noise. Tenant shall reimburse Landlord for any cost incurred by Landlord in enforcing the provisions of this Article 2 or as a result of Tenant’s breach hereof (including, without limitation, any increase in insurance premiums resulting from Tenant’s use).

     COMPLIANCE WITH PERMITS. Tenant shall procure and maintain any license or permit

required for the lawful conduct of its business or other activity on the Premises, submit such license or permit for inspection by Landlord if so requested, and comply at all times with all terms and conditions thereof. The lease of the Premises shall be subject to all statutes, laws, ordinances and regulations applicable from time to time to the use, occupancy or possession of the Premises.

     3. TERM.

          3.1 COMMENCEMENT DATE. The term of this Lease shall commence on the date this Lease is executed (the “Commencement Date”) and shall end ten (10) years from the date the payment of rent commences as set forth in Section 4.1 of this Lease, unless sooner terminated pursuant hereto (the “TERM”). Promptly following the Commencement Date, Landlord and Tenant shall confirm the Commencement Date and the expiration date by executing and delivering a Memorandum of Commencement Date (“MEMORANDUM”) in the form attached hereto as Exhibit “B.” This Lease shall not be void, voidable or subject to termination, nor shall Landlord be liable to Tenant for any loss or damage, resulting from Landlord’s inability to deliver the Premises to Tenant on the date specified in Landlord’s notice given pursuant to Section 3.2, but no rent hereunder shall be payable hereunder with respect to any delay in delivery of the Premises which is caused solely by Landlord. Provided Tenant has not been in default during the Term of the Lease, Landlord hereby grants Tenant the right to renew the Lease for one (1) additional five (5) year period, at the greater of the then current Basic Rent increased in accordance with this Lease or at the then current fair market lease rental rate for the Building as determined by the Landlord. In order to exercise its renewal option, Tenant shall give Landlord a minimum of six (6) months written notice prior to the end of the Term of its intention to renew this Lease.

          3.2 ACCEPTANCE OF PREMISES. By entering into possession of the Premises or any part thereof and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have accepted the Premises and to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises and that the Premises are in satisfactory condition and in full compliance with the requirements of this Lease as of the date of such possession. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty, except as otherwise expressly provided in this Lease, with respect to the Premises or the Building, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises or the Building for the conduct of Tenant’s business.

     4. BASIC RENT.

     The basic annual rent payable to Landlord (“BASIC RENT”) shall be as set forth in this Article 4.

          4.1 INITIAL BASIC RENT. For the period beginning on the date which is the earlier of (a) Forty-five (45) days after Landlord completes construction of the Building or (b) the date upon which Tenant opens for business in the Premises, Tenant shall pay Landlord an initial Basic Rent for the Premises of Eight Hundred Fifty-Nine Thousand Seven Hundred Forty Dollars ($859,740.00) per annum. Such initial Basic Rent shall be payable in equal monthly installments of Seventy One Thousand Six Hundred Forty-Five Dollars ($71,645.00). Rent shall be further adjusted as provided for in Section 4.2 of this Lease. Each installment of rent shall be payable in advance, without set off or demand, on the first day of each calendar month beginning on the Commencement Date and continuing until Basic Rent is adjusted pursuant to Section 4.2, except

that one month’s rent shall be paid upon the execution hereof and shall be applied by Landlord (without interest) to the first payment(s) of Basic Rent due under this Section 4.1.

          4.2 BASIC RENT INCREASES.

          4.3 a. The Basic Rent shall be increased on each annual anniversary of the Commencement Date (each an “ADJUSTMENT DATE”). Basic Rent hereunder shall be increased by four percent (4%) per annum of the Basic Rent payable during the immediately preceding calendar year. Landlord shall notify Tenant of each increase by delivering a written statement setting forth the Indices, and the new amount of the Basic Rent. Tenant shall pay the new Basic Rent from its effective date until the next periodic increase.

          4.4 PARTIAL MONTHS. If the Term begins on a day other than the first day of a calendar month, or ends on a day other than the last day of a calendar month, Basic Rent for such beginning or ending month shall be prorated based upon the number of days in such month occurring during, or before or after, the Term.

          4.5 NO OFFSET. Basic Rent, together with all other sums due hereunder (herein called “ADDITIONAL RENT”), shall be paid to the Landlord without deduction or offset of any kind, and in advance and without demand (except as otherwise herein expressly provided) in lawful money of the United States at Landlord’s address listed above or such other location or to such other person as Landlord may from time to time designate in writing. The Basic Rent and Additional Rent may sometimes be referred to herein collectively as the “RENT.”

          4.6 SECURITY DEPOSIT. Tenant has paid or will pay Landlord the amount of Seventy One Thousand Six Hundred Forty-Five Dollars ($71,645.00) as security for the full and faithful performance of each of the terms hereof by Tenant. Landlord shall not be required to keep this security deposit separate from its general funds and Tenant shall not be entitled to interest thereon. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of rent, Landlord may, but shall not be required to, use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment-of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default, including without limitation, costs and attorneys’ fees incurred by Landlord to recover possession of the Premises upon a default by Tenant hereunder. If any portion of said deposit is so used or applied, Tenant shall, upon demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant’s failure to do so shall constitute a default hereunder by Tenant. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days following the later of expiration of the Term and surrender of possession of the Premises to Landlord.

     5. ADDITIONAL RENT.

          5.1 PAYMENT OF EXPENSES AND REAL ESTATE TAXES. Tenant shall pay to Landlord, as Additional Rent, an amount equal to total annual Operating Expenses, as defined below, and an amount equal to annual Real Estate Taxes, as defined below. Such amount shall be paid in advance in monthly installments on the same dates as Basic Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s

good faith estimate of the Operating Expenses and Real Estate Taxes for the current calendar year. Landlord shall have the right to adjust such amount to reflect any changes in Landlord’s estimate of Operating Expenses.

          5.2 OPERATING EXPENSES.

               a. “OPERATING EXPENSES” shall mean the total of all actual costs incurred by Landlord in connection with the management, operation, maintenance and repair of the Building (including all costs of insuring the Building), including, without limitation, taxes, insurance, parking lot maintenance, landscaping, all utility expenses not separately metered, labor compensation insurance, payroll taxes, materials, supplies, and all other costs of operating and repairing, lighting, cleaning, sweeping, painting, striping, removing of rubbish or debris, policing and inspecting, depreciation on or rentals of machinery and equipment, the amortized costs to repair, maintain or install capital improvements, costs of repairs, maintenance, or replacement of paving, curbs, walkways, remarking, directional or other signs, landscaping, drainage, lighting facilities, repair and maintenance of Common Areas and parking areas, costs and expenses of planting, replanting and replacing flowers, shrubbery and other landscaping, fees for required licenses and permits, costs of compliance with any governmental rules, regulations, laws or ordinances, the cost of maintaining the sprinkler system, sign maintenance, and roof and building maintenance, (specifically excluding Tenant’s maintenance responsibilities under this Lease), the costs of premiums for insurance policies to be maintained by Landlord and any deductibles attributable thereto under Section 11 hereof, and an administrative fee equal to fifteen percent (15%) of all of the foregoing. For purposes of computing rent adjustments pursuant to this Article 5, Operating Expenses for the Building shall be allocated and charged to Tenant in accordance with generally accepted accounting and management practices and expressed as an amount per square foot of Rentable Area. Operating Expenses shall include all Real Property Taxes, as defined below.

               b. “REAL ESTATE TAXES” shall mean all taxes, assessments (special or otherwise) and charges levied upon or with respect to the Building and ad valorem taxes on personal property used in connection therewith, together with any real property taxes which may be assessed against the Building. In addition, Real Estate Taxes shall include but not be limited to (i) all personal property taxes on personal property used in connection with the Building and related structures, (ii) any and all taxes, assessments, license fees, and public charges levied, assessed, or imposed and which become payable during the Term hereof on all leasehold improvements, (iii) any and all environmental levies or charges now in force affecting the Building or any portion thereof or which may hereafter become effective, and (iv) any other taxes levied or assessed in addition to, as a replacement, alteration, or substitute for, or in lieu of such real or personal property taxes.

               c. Any costs or expenses for services or utilities, not otherwise included in Operating Expenses, and which are attributable directly to Tenant’s use or occupancy of the Premises shall be paid in full by Tenant as Additional Rent when such costs are incurred or, if Landlord makes such payments, within five (5) days after being billed therefor by Landlord.

          5.3 ADDITIONAL RENTAL AMOUNT.

               a. Tenant shall pay One hundred percent (100%) of Operating Expenses

and Real Estate Taxes, as defined above, since Tenant’s Premises consists of One Hundred percent (100%) of the Building.

               b. Landlord shall provide to Tenant an annual statement reflecting all of the Building’s Operating Expenses.

               c. The parties agree this Lease is a net net net lease.

               d. Additional Rent payments shall commence at the same time as the Basic Rent payments, that is, on the date which is the earlier of (a) Forty-five (45) days after the completion of the Building or (b) the date upon which Tenant opens for business in the Premises. Any adjustments to Additional Rent charges shall be made on an annual basis from the date Additional Rent payments commenced.

     6. PARKING FACILITIES.

     Tenant shall be entitled to the non-exclusive use of the parking lot. Tenant shall comply with all rules and regulations which Landlord may adopt from time to time for the operation and use of such parking facilities.

     7. UTILITIES.

          7.1 UTILITY CHARGES. Tenant shall be solely responsible for and promptly pay all charges for telephone, electric, gas, or any other utility used or consumed in the Premises, including water and sewer, but specifically excluding trash which shall be included as a part of Operating Expenses, and Tenant shall further be responsible for any utility connection charges, or system development charges, from any and all utility companies or districts. If these charges are billed to the Landlord, then Tenant shall make payment in the full amount billed to Landlord within five (5) days after written demand from Landlord.

          7.2 MAINTENANCE. Tenant shall be responsible for the normal maintenance and upkeep of the heating, ventilation and air conditioning systems serving the Premises and for all other utility installations within the Premises (including without limitation, regular replacement of HVAC filters) and shall be responsible for the repair of any such system.

     8. ALTERATIONS.

          8.1 RESTRICTION ON ALTERATIONS. Tenant may make no alteration, repairs, additions or improvements in, to or about the Premises (collectively, “TENANT ALTERATIONS”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and Landlord may impose as a condition to such consent such requirements as Landlord, in its sole discretion, may deem necessary or desirable, including without limitation, (a) the right to approve the plans and specifications for any work, (b) the right to require insurance satisfactory to Landlord, (c) the right to require security for the full payment for and diligent and faithful performance of any work, (d) requirements as to the manner in which or the time or times at which work may be performed and (e) the right to approve the contractor or contractors to perform Tenant Alterations. All Tenant Alterations shall be compatible with the Building and completed in accordance with Landlord’s requirements and all applicable rules, regulations and requirements of governmental authorities and insurance carriers. Tenant shall pay to Landlord Landlord’s reasonable charges for

reviewing and inspecting all Tenant Alterations, which amount shall not exceed Two Hundred Fifty Dollars ($250.00) per Tenant Alteration, to assure full compliance with all of Landlord’s requirements. Landlord does not expressly or implicitly covenant or warrant that any plans or specifications submitted by Tenant are safe or that the same comply with any applicable laws, ordinances, codes, rules or regulations. Further, Tenant shall indemnify, protect, defend and hold Landlord, and Landlord’s managing agent, if any, harmless from any loss, cost or expense, including attorneys’ fees and costs, based upon or growing out of any alterations or construction undertaken by Tenant or incurred by Landlord as a result of any defects in design, materials or workmanship resulting from Tenant Alterations, except to the extent such defects are caused by Landlord, its agents, servants or employees. If requested by Landlord, Tenant shall provide Landlord with copies of all contracts, receipts, paid vouchers, and any other documentation in connection with the construction of such Tenant Alterations. Tenant shall promptly pay all costs incurred in connection with all Tenant Alterations and shall not permit the filing of any mechanic’s lien or other lien in connection with any Tenant Alterations. If a mechanic’s lien or other lien is filed against the Building Tenant shall discharge or cause to be discharged (by bond or otherwise) such lien within ten (10) days after Tenant receives notice of the filing thereof and shall not allow any such lien to be foreclosed upon. If a mechanic’s lien or other lien is filed against the Building and Tenant fails to timely discharge such lien, Landlord may, without waiving its rights and remedies based on such breach of Tenant and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within thirty (30) days following notice by Landlord, any sum paid by Landlord to remove such liens, together with interest at Landlord’s cost of money from the date of such payment by Landlord. Any increase in any tax, assessment or charge levied or assessed as a result of any Tenant Alterations shall be payable by Tenant in accordance with Article 10 hereof. Tenant shall be responsible for paying the general contractor’s overhead and fee in connect ion with the work performed pursuant to this Article 8.

          8.2 REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS. All Tenant Alterations and Tenant Work installed in the Premises pursuant to Landlord’s Work Letter, which are attached to, or built into, the Premises, including without limitation, floor coverings, draperies, wall coverings, paneling, molding, doors, vaults (excluding vault doors), plumbing systems, electrical systems, mechanical systems, lighting systems, sound equipment, communication systems and outlets for the systems mentioned above and for all telephone, radio, telegraph and television purposes, and any special flooring or ceiling installations, shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the Term. Any articles of personal property including business and trade fixtures not attached to, or built into, the Premises, machinery and equipment, free-standing cabinet work, and movable partitions, which were installed by Tenant in the Premises at Tenant’s sole expense and which were not installed in connection with a credit or allowance granted by Landlord or in replacement for an item which Tenant would not have been entitled to remove, shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term as long as Tenant is not in default hereunder and provided that Tenant repairs any damage to the Premises or the Building caused by such removal. With respect to Tenant Work installed in the Premises pursuant to Landlord’s Work Letter, Landlord and Tenant shall each own undivided interests in such Tenant Work to the extent, in the case of Landlord, of the Allowance (as defined in Landlord’s Work Letter) paid to or on behalf of Tenant, and, in the case of

Tenant, the portion of the cost of such Tenant Work paid for by Tenant. For purposes of the insurance requirements of Section 11.2(b), Tenant shall be deemed to have an insurable interest in all of the Tenant Work and Tenant Alterations in the Premises, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, as set forth above.

     9. MAINTENANCE AND REPAIRS.

          9.1 TENANT’S OBLIGATIONS. Except for Landlord’s obligations specifically set forth in this Lease, Tenant shall, at Tenant’s sole expense, keep the Premises and every part thereof clean and in good condition and repair and Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Subject to the provisions of Section 11.4 and Article 12 below, Tenant shall reimburse Landlord for all repairs to the Building which are required as a result of any misuse or neglect of the same by Tenant or any of its officers, agents, employees, contractors, licensees or invitees while in or about the Building. Notwithstanding the foregoing, if Tenant fails to diligently complete any repairs for which Tenant is responsible under this Lease within thirty (30) days after notice from the Landlord, Landlord may, at Landlord’s sole discretion, complete such repairs and Tenant shall promptly reimburse Landlord for any and all costs associated therewith.

          9.2 LANDLORD’S OBLIGATIONS. Subject to Article 12 of this Lease, Landlord shall repair and maintain with reasonable diligence after written notice thereof from Tenant, defects in, and damage to, the Building’s roof and structural systems installed by Landlord and serving or located on the Premises. If such maintenance and repair is required in part or in whole by the act, neglect, misuse, fault or omission of any duty of Tenant, its agents, employees, contractors, licensees or invitees, Tenant shall pay to Landlord the cost of such maintenance and repairs. Except as provided in Article 12 hereof, there shall be no abatement of rent with respect to, and Landlord shall not be liable for and Tenant shall hold Landlord harmless from, any injury to or interference with Tenant’s business arising from any repairs, maintenance, alteration or improvement in or to any portion of the Building or in or to the fixtures (and any items in connection therewith), appurtenances and equipment therein. As a material inducement to Landlord entering into this Lease, except as otherwise provided by Nevada law, Tenant waives and releases its right to make repairs at Landlord’s expense.

     10. TAX ON TENANT’S PERSONAL PROPERTY.

          10.1 PERSONAL PROPERTY TAXES. At least ten (10) days prior to delinquency, Tenant shall pay all taxes levied or assessed upon Tenant’s equipment, furniture, fixtures and other personal property located in or about the Premises. If the assessed value of Landlord’s property is increased by the inclusion therein of a value placed upon Tenant’s equipment, furniture, fixtures or other personal property, Tenant shall pay Landlord, upon written demand, the taxes so levied against Landlord, or the proportion thereof resulting from said increase in assessment.

          10.2 EXCLUSION FROM REAL PROPERTY TAXES. The portion of taxes payable by Tenant pursuant to Section 10.1 hereof shall be excluded from Real Property Taxes for purposes of rent adjustments described in Article 5 of this Lease.

     11. INSURANCE; WAIVER OF SUBROGATION.

          11.1 LIABILITY INSURANCE. Tenant shall at all times during the Term and at its own cost and expense procure and continue workers’ compensation insurance and bodily injury liability and property damage liability insurance adequate to protect Landlord against liability for injury to or death of any person or damage to property in connection with the use, operation or condition of

the Premises. The limits of liability under the workers’ compensation insurance policy shall be at least equal to the statutory requirements therefor and the limits of liability under the Employer’s Liability Insurance policy carried by Tenant shall be at least One Million Dollars ($1,000,000). The general liability insurance for non-employees and for damage to property at all times shall be in an amount of not less than Two Million Dollars ($2,000,000), Combined Single Limit, for injuries to persons and property damage. Not more frequently than once every year, if, in the opinion of Landlord’s lender or of the insurance broker retained by Landlord, the amount of public liability and property damage insurance coverage at that time is not adequate, Tenant shall increase the insurance coverage as required by either Landlord’s lender or Landlord’s insurance broker.

          11.2 PROPERTY INSURANCE.

               a. BUILDING, IMPROVEMENTS AND RENTAL VALUE. Landlord shall obtain and keep in force during the Term of this Lease a policy or policies of insurance covering loss or damage to the Building improvements but not Tenant’s personal property, fixtures, equipment or Tenant Alterations in an amount Landlord or Landlord’s lender deems to be appropriate. In addition, Landlord shall obtain and keep in force, during the Term of this Lease, a policy of rental value insurance covering a period of one year, with loss payable to Landlord, which insurance shall also cover all Operating Expenses for said period. In the event that the Premises shall suffer an insured loss, the deductible amounts under the casualty insurance policies relating to the Premises shall be paid by Tenant. All costs incurred or paid by Landlord pursuant to this Section 11.2(a) shall be paid by Tenant as part of Operating Expenses as defined in Section 5.2 above.

               b. TENANT’S PROPERTY INSURANCE. Tenant, at its sole cost and expense, shall at all times during the Term maintain in effect policies of insurance covering (i) all leasehold improvements (including any Tenant Alterations as may be made by Tenant pursuant to the provisions of Article 8 hereof), trade fixtures, merchandise and other personal property from time to time in, on or upon the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost from time to time during the Term of this Lease, providing protection against any peril included within the classification “Fire and Extended Coverage,” together with insurance against sprinkler damage (if applicable), vandalism and malicious mischief and water damage caused by plumbing leakage or failure and (ii) all plate glass in the Premises. The proceeds of such insurance, so long as this Lease remains in effect, shall be used for the repair or replacement of the property so insured. Upon termination of this Lease due to any casualty, the proceeds of insurance shall be paid to Landlord and Tenant, as their interests appear in the insured property. The full replacement value of the items to be insured under this Section 11.2 shall be determined by the company issuing the insurance policy at the time the policy is initially obtained, and shall be increased as reasonably requested by Landlord from time to time.

          11.3 POLICY REQUIREMENTS. All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies, qualified to do business in the State of Nevada and reasonably acceptable to Landlord. Insurance companies rated A-9 or better by Best’s Insurance Reports shall be deemed acceptable. Each policy shall have a deductible or deductibles, if any, which are no greater than those maintained by similarly situated tenants and which are reasonably acceptable to Landlord. Each policy shall name Landlord and Landlord’s lender as additional insureds, as their interests may appear, and copies of all policies together with

certificates evidencing the existence and amounts of such insurance, shall be delivered to Landlord by Tenant at least thirty (30) days prior to Tenant’s occupancy of any portion of the Premises. No such policy shall be cancelable except after thirty (30) days written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of any such policy, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be paid by Tenant upon demand. Any policy may be carried under so-called “blanket coverage” form of insurance policies, provided any such blanket policy specifically provides that the amount of insurance coverage required hereunder shall in no way be prejudiced by other losses covered by the policy. Neither the issuance of any such insurance policy nor the minimum limits specified in this Section 11.3 shall be deemed to limit or restrict in any way Tenant’s liability arising under or out of this Lease.

          11.4 WAIVER OF SUBROGATION. To the extent such waivers are obtainable from insurance carriers, Landlord and Tenant waive their respective right of recovery against the other for any direct or consequential damage to the property of the other including its interest in the Premises or the Building by fire or other casualty to the extent such damage is insured against under a policy or policies of insurance. Each such insurance policy carried by either Landlord or Tenant shall include such a waiver of the insurer’s rights of subrogation. Such waiver shall in no way be construed or interpreted to limit or restrict any indemnity or other waiver made by Tenant under the terms of this Lease.

          11.5 BUSINESS OVERHEAD INSURANCE. Tenant shall at all times during the Term of this Lease and at its own cost and expense procure and continue business overhead insurance in an amount equal to at least Basic Rent and Tenant’s share of Operating Expenses and Real Estate Taxes for twelve (12) months. Not more frequently than once every year, Tenant shall increase the amount of such business overhead insurance to reflect any increases in Basic Rent and Operating Expenses and Real Estate Taxes as required by Landlord. Tenant agrees that the proceeds of such insurance shall be paid to Landlord by Tenant such that in the event of Tenant’s disability Landlord will receive monthly payments of Basic Rent and Operating Expenses without delay from Tenant.

     12. FIRE OR CASUALTY.

          12.1 DAMAGE TO PREMISES. In the event the Premises are damaged by fire or other casualty, Landlord shall repair such damage with reasonable diligence and in a manner consistent with the provisions of any Underlying Mortgage, as hereinafter defined. Tenant shall promptly pay to Landlord all insurance proceeds received by Tenant as a result of such damage so that Landlord c