LEASE

Exhibit 10.14

EXECUTION COPY — UNIVERSITY PARK

LEASE

between

CENTERPOINT PROPERTIES TRUST

Landlord,

and

FEDERAL SIGNAL CORPORATION, a Delaware corporation

Tenant

Dated: July 2, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

EXHIBTS & SCHEDULES

LEASE

      THIS LEASE (hereinafter the “ Lease ”) is made and entered into as of the 2nd day of July, 2008, by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (hereinafter, “ Landlord ”), and FEDERAL SIGNAL CORPORATION, a Delaware corporation (hereinafter “ Tenant ”).

ARTICLE 1.
GRANT AND TERM

     1.01 Grant of Lease . Landlord, for and in consideration of the rents reserved herein and of the covenants and agreements contained herein on the part of Tenant to be performed, hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain property legally described on Exhibit A attached hereto and made a part hereof (the “ Land ”), consisting of an approximately 429,164 square foot building located on the Land and all improvements located thereon that exclusively serve the Premises (as hereinafter defined), and commonly known as 2645 Federal Signal Drive, University Park, Illinois (the “ Building ”), subject to any covenants, conditions, agreements, easements, encumbrances and restrictions affecting the Land or the Building, including without limitation any such matters of record, as would be disclosed on a current survey, and/or as imposed by applicable law, as the same may be amended or waived (“ Restrictions ”).

          The Land, the Building and the improvements thereon and any and all replacements, additions and substitutions thereto from time to time are collectively referred to as the “ Premises .”

     1.02 Term of Lease . The term hereof shall commence on July 2, 2008 (the “ Commencement Date ”) and shall expire on June 30, 2023 (the “ Expiration Date ”), unless earlier terminated or extended as provided in this Lease (the “ Term ”). If the Commencement Date occurs on a day other than the first (1st) day of a calendar month, Tenant shall pay a proportionate Base Rent in advance at the monthly rate set forth herein for such partial month.

     1.03 Lease Year Defined . As used in this Lease, the term “ Lease Year ” shall mean if the Commencement Date is July 2, 2008, the first Lease Year shall be the period commencing on the Commencement Date and ending on June 30, 2009 and each succeeding twelve (12) month period thereafter, and in the final Lease Year that period which falls in whole or in part during the Term.

     1.04 Compliance with Restrictions .

          (a) Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed by and between Landlord and Tenant that:

     (i) This Lease is subject and subordinate to the Restrictions;

     (ii) Tenant shall comply with the Restrictions at all times and shall pay all amounts owing by, and perform all obligations thereunder which are the

responsibility of the owner, lessee, or occupant of, the Premises (including, without limitation, the obligations of any “Party” under the Restrictions);

     (iii) As between Tenant and Landlord, Tenant shall be solely responsible for the obligations under the Restrictions as the same relate to the Premises;

     (iv) Tenant shall responsible for the consequences of any violation of the Restrictions without regard to its obligations hereunder and the indemnification agreement under Section 13.02 hereunder shall apply, without limitation, to any Losses (as defined in Section 13.02 ) arising from or relating to any such violation; and

     (v) Without regard to the obligations hereunder, which are distinct and separate obligations from those under the Restrictions, no right, power or privilege granted to Tenant hereunder may be exercised or enjoyed by Tenant and no term, covenant or conditions of this Lease benefiting Tenant or binding Landlord shall be operative if and to the extent that such exercise, enjoyment or operation would not be permitted by or would violate or be in conflict with any term, covenant or condition of the Restrictions.

          (b) Subject to the limitations in this Lease, Tenant shall be entitled to enjoy the benefits of services, easements and privileges available to the owner or occupant of the Premises under the Restrictions.

          (c) Landlord, in its capacity as landlord under this Lease, agrees, during the Term, not to amend, modify or grant any approval or concession under the Restrictions or to enter into any new Restrictions or other covenant, condition, agreement, easement, encumbrance or restrictions affecting the Land, the Building or the Premises, without Tenant’s written consent, if such amendment, modification, or grant of approval or consent would adversely affect the Tenant’s operations at the Premises or result in increased monetary obligations for Tenant under the Restrictions.

          (d) Tenant agrees, during the Term, it has no legal right or authority to, and it shall not, amend, modify or grant any approval or concession under the Restrictions or to enter into any new Restrictions or other covenant, condition, agreement, easement, encumbrance or restrictions affecting the Land, the Building, or the Premises, without Landlord’s written consent.

          (e) Notwithstanding anything the contrary herein, it is agreed that Landlord may exercise extension options, rights of first refusal, rights of first offer, rights to purchase and other similar rights under the Restrictions and may deliver estoppels, and undertake other customary activities in its capacity as contemplated under the Restrictions.

ARTICLE 2.
RENT

     2.01 Base Rent . Tenant shall pay an annual base rent (hereinafter referred to as “ Base Rent ”) for the Premises to Landlord, without notice or demand in equal monthly installments.

Annual Base Rent for the first Lease Year shall equal One Million Eight Hundred Sixty-Six Thousand Eight Hundred Sixty-Three and No/100 Dollars ($1,866,863.00) per Lease Year. The Base Rent for each subsequent Lease Year period during the Term, shall increase two percent (2%) from the Base Rent payable in the prior Lease Year period (See Schedule 2.01 attached hereto and made a part hereof). Base Rent shall be payable in equal monthly installments (hereinafter referred to as “ Monthly Base Rent ”), in advance, on the first (1st) day of the Term and on the first (1st) day of each calendar month thereafter of the Term, and at the same rate for fractions of a month if the Term begins on any day except the first day of a calendar month or ends on any day except the last day of a calendar month. The first installment of Monthly Base Rent or the appropriate portion thereof if the Commencement Date is not the first day of a month, shall be due and payable on the Commencement Date.

     2.02 Manner of Payment . Base Rent, Rent Adjustments (as defined below), and all other amounts becoming due from Tenant to Landlord hereunder (hereinafter collectively referred to as “ Rent ”) shall be paid in lawful money of the United States to Landlord at 2023 Paysphere Circle, Chicago, Illinois 60674, or as otherwise designated from time to time by written notice from Landlord to Tenant.

     2.03 Net Lease . It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, and that any Base Rent, Rent Adjustments, and other items of Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events, and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease or by operation of law. This is a net lease and Base Rent, Rent Adjustments, Impositions, and all other items of Rent and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense, except as otherwise specifically set forth herein. Tenant shall enforce any rights against Landlord in an independent action. This Lease shall not terminate, and Tenant shall not have any right to terminate this Lease, during the Term (except as otherwise expressly provided herein). Except as provided under bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, Tenant agrees that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease notwithstanding (i) the exercise of any remedy, including foreclosure, under any mortgage (subject to Tenant’s non-disturbance rights), (ii) any action with respect to this Lease which may be taken by Landlord under the Federal Bankruptcy Code or otherwise, (iii) the taking of the Premises or any portion thereof (except as specifically provided in Article 15 hereof), (iv) the prohibition or restriction of Tenant’s use of the Premises under any laws or otherwise unless attributable to the intentional misconduct of Landlord, or (v) the destruction of the Premises or any portion thereof. Landlord and Tenant agree that this Lease is a true lease and does not represent a financing agreement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment to the extent permitted by law and applicable accounting principles.

     2.04 Definition of CPI Adjustment. The “CPI Adjustment” means the increase in the applicable amount by multiplying the applicable amount by a fraction, the numerator of which is

the CPI published for the last calendar month, 3 months immediately prior to the last month of such applicable Lease Year Period and the denominator of which is the CPI published for the calendar month, 3 months immediately preceding the start of the Commencement Date. As used in this Lease, “CPI” means the Consumer Price Index for All Urban Consumers, U.S. All Items (1982-84 = 100) as published by the U.S. Department of Labor, Bureau of Labor Statistics, or if the publication of that index is discontinued, such other reliable governmental or other reputable publication reasonably selected by Landlord which reflects the then broad range of economic factors represented in the Consumer Price Index as to such location.

     2.05 Fair Value. For purposes of this Lease, “Fair Value” shall mean (subject to further determination below) Landlord’s determination, utilizing its reasonable judgment, of an annual amount per rentable square foot for a term equivalent to the period for which Fair Value is being determined beginning with the first (1st) day of the subject period that a willing tenant leasing comparable space to the Premises would pay and a willing landlord in the metropolitan area where the Premises are located (the “Market”) would accept at arm’s length, giving appropriate consideration to annual rental rate per rentable square foot, rental escalations, concessions, abatements, tenant improvement allowances, length of lease term, size and location of the premises being leased, and other generally applicable terms and conditions prevailing for comparable space in comparable properties located in the Market. Landlord’s determination of the Base Rent amount shall be provided to Tenant within sixty (60) days of Landlord’s receipt of Tenant’s exercise of its Extension Option notice (“Base Rent Notice”). In the event Tenant disagrees with Landlord’s Fair Value determination as set forth in the Base Rent Notice, Tenant shall, within thirty (30) days after receipt of the Base Rent Notice, furnish Landlord with a written notice of its objection (“Tenant’s Objection Notice”). If Tenant’s Objection Notice is not delivered to Landlord within said 30-day period, the Base Rent shall be the Base Rent set forth in the Base Rent Notice to Tenant. If Tenant delivers Tenant’s Objection Notice, Landlord and Tenant shall then have thirty (30) days (the “Negotiation Period”), to use good faith efforts to reach an agreed upon Base Rent amount for the applicable Extension Period. If Tenant’s Objection Notice is delivered to Landlord and Landlord and Tenant are unable to reach agreement, the Base Rent for the Extension Period shall be established as follows:

          (a) No later than twenty (20) days following expiration of the Negotiation Period, Tenant and Landlord shall each select an appraiser of their choice and give the other written notice of such appraiser’s name, address and telephone number. The two appraisers shall then have thirty (30) days to agree upon the Fair Value.

          (b) If the two appraisers can not agree upon Fair Value within said thirty (30) day period, then the two appraisers so selected by Landlord and Tenant shall select a third appraiser within fifteen (15) days after expiration of said thirty (30) day period, and shall furnish Landlord and Tenant written notice of such third appraiser’s name, address and telephone number. The three appraisers shall each then have thirty (30) days to make their determination as to Fair Value and to notify Landlord and Tenant.

          (c) All appraisers selected pursuant to this provision shall be M.A.I. appraisers, unless Landlord and Tenant shall otherwise agree in writing, each having at least ten (10) years experience with commercial property in the Market. Each of the three (3) selected appraisers shall then determine the Fair Value of the Premises for the applicable Extension

Period and the Base Rent hereunder, as applicable, shall be determined to be the average of two (2) closest appraisals for each such Extension Period.

          If the procedure set forth above is implemented, and if for any reason whatsoever including, without limitation, the institution of any judicial or other legal proceedings, the Base Rent for the Extension Period has not been finally determined prior to the first day of said Extension Period, then the amount of the Base Rent previously payable under the Lease for the prior period shall be the Base Rent previously payable under this Lease until such time as the Base Rent is finally determined as set forth above, and Landlord and Tenant shall, by appropriate payments to the other, correct any overpayment or underpayment which may have been made prior to such final determination.

          If the appraisers selected by Landlord and Tenant fail to appoint the third appraiser within the time and in the manner prescribed above, then Landlord and/or Tenant shall promptly apply to the nearest office to where the Premises are located of the American Arbitration Association for the appointment of the third appraiser.

          All fees, costs and expenses incurred in connection with obtaining the appraisals and the arbitration procedure set forth in this section shall be shared equally by Landlord and Tenant; however, Landlord and Tenant shall each bear their own attorneys’ fees incurred with respect to this procedure and the cost of the appraiser selected directly by such party.

     2.06 Additional Rent . All amounts and charges payable by Tenant under this Lease in addition to the Base Rent described in Section 2.01 above (including, without limitation, Rent Adjustments and payments for Impositions) shall be considered additional rent for the purposes of this Lease, and the word “ rent ” in this Lease shall include such additional rent unless the context specifically or clearly implies otherwise.

     2.07 Late Charge/Interest . Tenant acknowledges that its late payment of Base Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which is extremely difficult or impractical to fix. Therefore, if any future payment of Base Rent, or any portion thereof, is not received by Landlord within five (5) days of the date when due, then upon the second occurrence of any late payment of Base Rent in any twelve (12) month period and thereafter during such twelve (12) month period, Tenant shall promptly pay to Landlord a late charge equal to three percent (3%) of the unpaid amount (“ Late Charge ”). Such Late Charge is in addition to any interest due pursuant to the Delinquency Rate pursuant to the last sentence of this Section 2.05. Landlord and Tenant agree that the Late Charge (plus interest) represents a reasonable estimate of costs and expenses incurred by Landlord from, and is fair compensation to Landlord for, its loss suffered by such non payment by Tenant. If any installment of Base Rent is not paid prior to a Default occurring, Landlord shall be entitled to receive the payment of interest at the Default Rate on such unpaid installment of rent from the date such installment became due and payable through the date payment was made by Tenant.

     2.08 Late Fees, Default Interest and other Penalties under the Restrictions . If Tenant fails to pay any amount owing under the Restrictions, and a late fee or default interest, or other penalty is imposed on or becomes due and payable by Landlord, Tenant shall pay to Landlord

upon demand any such amount so charged. Landlord may elect to pay such amount to the party entitled thereto prior to any payment by Tenant hereunder, and Tenant shall reimburse Landlord for any such amount within twenty (20) business days after Landlord’s demand therefor.

ARTICLE 3.
IMPOSITIONS

     3.01 Pay Impositions . Tenant shall pay or cause to be paid, in a timely manner and as hereinafter provided, all of the following items, if any, to the extent that such items arise out of (i) the use, ownership, leasing or operation of the Premises and/or any personal property, equipment or other facility used in the operation thereof, (ii) the rent, income or other payments received by Tenant or anyone claiming, by, through or under Tenant, (iii) the exercise of any rights, obligations, easements and franchises as may now or hereafter be appurtenant, or appertain to the use of the Premises, (iv) this transaction or any document to which Tenant is a party creating or transferring an estate or interest in the Premises (whether occurring prior to, contemporaneous with, or subsequent hereto), (v) the rent payable hereunder to Landlord, and/or (vi) the business of Landlord in renting the Premises to Tenant (“ Impositions ”): (a) real property taxes and assessments; (b) personal property taxes; (c) occupancy and rent taxes; (d) water, water meter and sewer rents, rates and charges; (e) all charges, costs and other obligations imposed on or with respect to the Premises pursuant to the Restrictions; (f) levies; (g) license and permit fees; (h) service charges, with respect to police protection, fire protection, street and highway maintenance, construction and lighting, sanitation and water supply, if any; (i) gross receipts, excise or similar taxes (i.e., taxes customarily based upon gross income or receipts which fail to take into account deductions relating to the Premises) imposed or levied upon, assessed against or measured by Base Rent or other Rent payable hereunder, but only as related to the Premises; (j) all excise, sales, value added, use and similar taxes; (k) charges for utilities, communications and other services rendered or used in or about the Premises; (l) payments in lieu of each of the foregoing, whether or not expressly so designated; and (m) fines, penalties and other similar or like governmental charges applicable to any of the foregoing and any interest or costs with respect thereto unless attributable to the acts of Landlord, its representatives, agents, employees or designees (the “ Landlord Parties ”); and (n) any and all other federal, state, county and municipal governmental and quasi-governmental levies, fees, rents, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every kind and nature whatsoever, and any interest or costs with respect thereto, which actually become due and payable during or arise during the Term. Each such Imposition, or installment thereof, shall be paid before the last day the same may be paid without fine, penalty, interest or additional cost; provided, however, that if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, provided that all such installment payments relating to periods prior to the date definitely fixed for the expiration of the Term or earlier termination of the Lease are required to be made prior to the Expiration Date or such termination. Notwithstanding anything contained in this Section 3.01 to the contrary, “ Impositions ” shall include all charges which are assessed, levied or imposed, which actually become due and payable during the Term, or which otherwise arise during the Term but which are not due and payable until after the expiration of the Term, and Tenant shall promptly pay such items as and when they become due and payable.

     3.02 Receipt of Payment . If requested by Landlord, Tenant shall furnish to Landlord, within thirty (30) business days after such request (or such shorter period of time as may be necessary to avoid a default under any relevant agreement or penalty under law), evidence reasonably satisfactory to Landlord evidencing the payment of the Imposition.

     3.03 Other .

          (a) Except as provided in subparagraph (b) herein below, nothing contained in this Article 3 shall require Tenant to pay state or federal income, inheritance, estate, succession, capital levy, stamp, excess profit, revenue or gift taxes of Landlord, or any corporate franchise tax imposed upon Landlord.

          (b) If at any time during the Term, a tax or excise on Base Rent or other Rent or the right to receive rents or other tax, however described, is levied or assessed against Landlord as a substitute in whole or in part for any Impositions theretofore payable by Tenant, Tenant shall pay and discharge such tax or excise on Rental or other tax before interest or penalties accrue, and the same shall be deemed to be an Imposition levied against the Premises.

     3.04 Fiscal Periods . Any Imposition accruing with respect to the Premises, relating to a fiscal period of the imposing authority, a part of which period is included within the Term and a part of which is included in a period of time after the date definitely fixed in Article 1 hereof for the expiration of the Term shall be apportioned between Landlord and Tenant. The foregoing obligations shall survive expiration or termination of the Term.

     3.05 Contest . Landlord agrees to contest Taxes on an annual basis. Tenant shall have the right to contest the amount or validity, in whole or in part, of any other Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment would operate as a bar to such contest, in which event, notwithstanding the provisions of Section 3.01 hereof, payment of such Imposition shall be postponed if and only as long as:

          (a) neither the Premises nor any part thereof would, by reason of such postponement or deferment, be, in the reasonable judgment of Landlord, in danger of being forfeited, lost or adversely affected;

          (b) such contest shall not subject Landlord or any Mortgagee (as hereinafter defined) to the risk of any criminal or civil liability;

          (c) such contest shall not cause Landlord to be in default under any Mortgage (as hereinafter defined) or constitute a default under the Restrictions;

          (d) such contest shall not, in the reasonable judgment of Landlord, result in any Imposition being increased; and

          (e) Tenant shall have deposited with, at Landlord’s option, either Landlord or a Depositary (as hereinafter defined), simultaneously with such contest, cash or other security determined by Landlord in the amount so contested and unpaid, together with all interest and

penalties in connection therewith and all charges that may be assessed against or become a charge on the Premises or any part thereof in such proceedings.

          Upon the termination of such proceedings, it shall be the obligation of Tenant to pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith, and upon such payment, Landlord or Depositary, as the case may be, shall return, with any interest accrued thereon, any amount deposited with it in respect of such Imposition as aforesaid, provided, however, that Landlord or Depositary, as the case may be, if requested by Tenant, shall disburse said moneys on deposit with it directly to the imposing authority to whom such Imposition is payable.

     3.06 Reduction of Assessed Valuation . Subject to the provisions of Section 3.05, Tenant shall have the right to seek a reduction in the assessed valuation of the Premises for real property tax purposes and to prosecute any action or proceeding in connection therewith.

     3.07 Joinder of Landlord . Landlord shall not be required to join in any proceedings referred to in Section 3.05 or 3.06 hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord, in which event, Landlord shall join and reasonably cooperate in such proceedings but shall not be liable for the payment of any costs or expenses in connection with any such proceedings, and Tenant shall reimburse and indemnify Landlord for any and all costs or expenses which Landlord may sustain or incur in connection with any such proceedings.

     3.08 Evidence of Imposition . Any certificate, advice or bill of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition asserting nonpayment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or bill.

ARTICLE 4.
USE

     4.01 Use . Tenant may use and occupy the Premises for any lawful purpose. Tenant shall have no obligation to operate within the Premises. Tenant shall not permit the Premises, or any portion thereof, to be used in such manner which impairs Landlord’s right, title or interest in the Premises or any portion thereof, or in such manner which gives rise to a claim or claims of adverse possession or of a dedication of the Premises, or any portion thereof, for public use. Tenant shall not use or occupy the Premises or permit the Premises to be used or occupied (i) contrary to any Restriction or any statute, rule, order, ordinance, requirement, regulation or restrictive covenant applicable thereto, and shall at all times comply with same, (ii) in any manner which would violate any certificate of occupancy, (iii) in any manner which would render the insurance void, (iv) in any manner which would cause structural injury to the Building, (v) in any manner which would cause the value or usefulness of the Premises or any part thereof to permanently diminish or (vi) in a manner which would constitute a public or private nuisance or waste. Tenant agrees that it will, promptly upon discovery of any such use, promptly notify Landlord and take all necessary steps to compel the discontinuance of such use.

ARTICLE 5.
UTILITIES

     5.01 Payment for Utilities . During the Term, Tenant will pay, when due, all charges of every nature, kind or description for utilities furnished to the Premises or chargeable against the Premises, including all charges for water, sewage, heat, gas, light, garbage, electricity, telephone, steam, power, or other public or private utility services. Prior to commencement of the Term, Tenant shall pay for all utilities or services at the Premises used by it or its agents, employees or contractors.

     5.02 Utilities . Tenant shall be responsible for contracting directly with all suppliers of utility services. In the event that any charge or fee is required by the State in which the Premises are located or by any agency, subdivision or instrumentality thereof, or by any utility company or other entity furnishing services or utilities to the Premises, as a condition precedent to furnishing or continuing to furnish utilities or services to the Premises, such charge or fee shall be deemed to be a utility charge payable by Tenant. The provisions of this paragraph shall include, but shall not be limited to, any charges or fees for present or future water or sewer capacity to serve the Premises, any charges for the underground installation of gas or other utilities or services, and other charges relating to the extension of or change in the facilities necessary to provide the Premises with adequate utility services. Tenant may elect to cause the separate metering of utilities to various portions of the Building. If Tenant makes such an election, the costs of such separate metering shall be at the sole and exclusive cost of Tenant. In the event Tenant fails to pay any such charge or fee contemplated by this Section 5.02 , Landlord shall have the right, but not the obligation, to pay such charges or fees on Tenant’s behalf and Tenant shall reimburse Landlord for such utility charge at the default rate of interest on all amounts owed until paid upon Landlord’s demand therefor. The inability of Tenant to obtain, or any stoppage of, the utility services referred to in this Article 5 resulting from any cause (other than Landlord’s wrongful acts) shall not make Landlord liable in any respect for damages to any person, property or business, or entitle Tenant to any abatement of Rent or other relief from any of Tenant’s obligations under this Lease.

ARTICLE 6.
INSURANCE

     6.01 Tenant’s Insurance .

          (a) Tenant shall :

     (i) keep the Building and the improvements on the Premises insured against loss or damage by fire, windstorm, tornado and hail and all other hazards covered by the usual extended coverage and “all risk” endorsements of whatsoever kind (“ Property Insurance ”), including, without limitation, coverage for loss or damage by water, flood (if required by Landlord), sprinkler leakage, subsidence, building ordinance for legal non-conforming use, if applicable. Such Property Insurance shall be (x) sufficient to prevent Landlord and Tenant from becoming co-insurers under provisions of applicable policies of insurance, and (y)

in the amount not less than one hundred percent (100%) of the “Replacement Cost” of the Building.

     (ii) provide and keep in force general commercial liability insurance (“ Liability Insurance ”) against liability for bodily injury and death and property damage, such Liability Insurance to be not less than Two Million Dollars and No/100 ($2,000,000.00) combined single limit per occurrence and Two Million Dollars and No/100 ($2,000,000.00) annual general aggregate for liability for bodily injury, death and property damage, and not less than Two Million Dollars and No/100 ($2,000,000.00) excess liability coverage, and shall include the Premises and all sidewalks adjoining or appurtenant to the Premises, shall contain blanket contractual coverage and shall also provide the following protection:

     (1) completed operations;

     (2) personal injury protection;

     (3) employees as additional insured coverage;

     (4) Blanket Contractual Liability coverage; which includes Landlord as additional insured as Landlord’s interest may appear as respects the Premises as defined in this Lease;

     (iii) provide and keep in force workers’ compensation and occupational disease providing statutory benefits for all persons employed by Tenant at or in connection with the Premises;

     (iv) provide and keep in force business interruption insurance that provides coverage for lease payments as a continuing expense during the period of interruption, but not to exceed 12 months;

     (v) if a sprinkler system shall be located in any portion of the Building, provide and keep in force sprinkler leakage insurance in amounts reasonably required by Landlord;

     (vi) provide and keep in force boiler, machinery and pressure vessel insurance in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) per occurrence on a combined basis covering direct property loss and loss of income and providing for all steam, mechanical and electrical equipment, including, without limitation, all boilers, unfired pressure vessels, piping and wiring; and

     (vii) provide and keep in force such other insurance and coverages and in such amounts as may from time to time be reasonably required by Landlord or any Mortgagee against such other insurable hazards as at the time are commonly insured against in the case of prudent owners of like buildings and improvements.

          (b) Whenever, under the terms of this Lease, Tenant is required to maintain insurance, Landlord shall be an additional named insured for Liability Insurance and loss payee for Property Insurance. If the Premises shall be subject to any Mortgage, the Liability Insurance shall, if required by such Mortgage, name the Mortgagee as an additional named insured, under a standard “noncontributory mortgagee” endorsement or its equivalent and the Property Insurance shall, if required by such Mortgage, name the Mortgagee as a loss payee, and permitting the Mortgagee to collect all proceeds pertaining to the damaged mortgage property thereunder, subject to the terms of this Lease.

          (c) Coverage amounts with respect to any insurance required hereby shall be increased or decreased every fifth (5th) Lease Year during the Term (subject to CPI adjustment), other than with respect to Section 6.01(a)(i) which will always be maintained at one hundred percent (100%)of the Replacement Cost of the Building. For purposes of calculating fluctuations in the CPI, the calendar year 2008 shall be considered the base year (the “ Base Year ”). With respect to the coverage amounts, the initial requirements hereinabove stated shall constitute the “ Base Amount ”, and the Base Amount, as adjusted by the CPI pursuant hereto, shall be the “ Adjusted Amount ”. The Adjusted Amount shall be determined as follows: The Base Amount shall be increased or decreased to equal the product obtained by multiplying (i) the Base Amount by (ii) a fraction, the numerator of which is the CPI for the then expiring Lease Year, and the denominator of which is the CPI for the Base Year. For each such adjustment, the Base Amount used for the initial calculation shall continue to be used for each subsequent application of this provision. Notwithstanding anything to the contrary herein, coverage amounts shall never be less than the amounts stated in Section 6.01(a) above.

     6.02 Payment of Losses .

          (a) Subject to Article 14 , the loss under all policies required by any provision of this Lease insuring against damage to the Building by fire or other casualty shall be payable:

     (i) to Tenant, as trustee, if the amount thereof is less than Five Hundred Thousand and No/100 Dollars ($500,000.00), otherwise to the Depositary.

If a loss shall be payable to Tenant, as trustee, Tenant, provided that there is no Default by Tenant hereunder, (1) shall hold the insurance proceeds with respect to such loss in trust for the sole purpose of paying the cost of the Restoration, and (2) shall apply such proceeds first to the payment in full of the cost of the Restoration before using any part of the same for any other purpose. Tenant shall give Landlord notice of completion of the Restoration within thirty (30) days thereafter. Within thirty (30) days after the date of such notice, Tenant shall pay over to Landlord the unapplied proceeds and the trust obligations hereunder with respect to such proceeds shall terminate. Notwithstanding the foregoing, if there is a Default by Tenant hereunder, Tenant shall pay (or assign) all insurance proceeds with respect to such loss to Landlord.

          (b) All Insurance Policies shall be in such form and shall be issued by such responsible companies licensed and authorized to do business in the State where the Premises are located as are reasonably acceptable to Landlord. All such companies shall have a policyholder

rating of not less than A-VII, as rated in the most recent edition of Best’s Key Rating Guide for insurance companies or, if Best’s ceases to be published, in a similar rating guide reasonably acceptable to Landlord. All policies referred to in this Lease shall be procured, or caused to be procured, by Tenant, at no expense to Landlord, and for periods of not less than one (1) year. Evidence of Insurance (ACORD 27 or in such other form acceptable to Landlord) shall be delivered to Landlord on or before each anniversary of the effective date of the policy, together with paid receipts therefor. Premiums on policies shall not be financed in any manner whereby the lender, on default or otherwise, shall have the right or privilege of surrendering or canceling or requesting the surrender or cancellation of the policies, provided, however, that premiums may be paid in such installments as are permitted pursuant to the provisions of the applicable policy so long as payment by installments will not allow the insurer thereunder to cancel said policy. If Tenant fails to submit such policies or certificates to Landlord within the specified time, or otherwise fails to obtain and maintain insurance coverages in accordance with this Article 6 , then, Landlord, upon fifteen (15) days’ prior written notice to Tenant and Tenant’s failure to cure within said period, may, but shall not be obligated to, procure such insurance on behalf of, and at the expense of, Tenant, and if Landlord exercises such right and expends any funds to obtain such insurance, Tenant shall reimburse Landlord for such amounts upon demand, it being understood that any such sums for which Tenant is required to reimburse Landlord shall constitute additional rent under this Lease. Such a failure shall constitute a Default hereunder and the reimbursement obligations herein shall survive the Expiration Date or earlier termination hereof.

          (c) Tenant and Landlord shall cooperate in connection with the collection of any insurance moneys that may be due in the event of loss, and Tenant and Landlord shall execute and deliver such proofs of loss and other instruments which may be required for the purpose of obtaining the recovery of any such insurance moneys.

          (d) Tenant shall not carry separate insurance concurrent in form or contributing in the event of loss with that required by this Lease to be furnished by Tenant, unless Landlord and each Mortgagee is included therein as additional named insureds with any loss payable as provided in this Lease. Tenant shall immediately notify Landlord of the carrying of any such separate insurance and shall cause the same to be delivered as required in this Lease.

          (e) Tenant shall not violate or permit to be violated any of the conditions or provisions of any of the Insurance Policies, or take or fail to take any action that could impair coverage under the Insurance Policies, and Tenant shall so perform and satisfy or cause to be performed and satisfied the requirements of the companies writing such policies so that at all times companies of good standing, satisfactory to Landlord (as provided in Section 6.02(a) hereof), shall be willing to write and continue such insurance and all such Insurance Policies shall continue in full force and effect without interruption and with all premiums paid.

          (f) Each Insurance Policy and each certificate therefor issued by the insurer shall contain (i) an agreement by the insurer that such policy shall not be cancelled or modified without at least thirty (30) days’ (ten (10) days in the case of cancellation for non-payment of premiums) prior written notice to Landlord and each Mortgagee, and (ii) a waiver of subrogation by the insurer of any right to recover the amount of any loss resulting from the negligence of Landlord or its agents, employees or licensees.

          (g) Landlord shall not be limited in the proof of any damages which Landlord may claim against Tenant arising out of or by reason of Tenant’s failure to provide and keep in force insurance, as aforesaid, to the amount of the insurance premium or premiums not paid or incurred by Tenant and which would have been payable under such insurance, but Landlord shall also be entitled to recover as damages for such breach the uninsured amount of any loss, to the extent of any deficiency in the insurance required by the provisions of this Lease, and damages, costs and expenses of suit suffered or incurred by reason of damage to, or destruction of, the Premises occurring during any period when Tenant shall have failed or neglected to provide insurance as aforesaid.

          (h) Tenant hereby waives any and every claim for recovery from the Landlord for any and all loss or damage to the Land, Improvements or the Building or to the contents thereof, whether such loss or damage is due to the negligence of Landlord or its agents or employees, which loss or damage is required to be insured pursuant to this Lease, or the Restrictions; provided, however, that the foregoing waiver shall not be operative in any case where the effect thereof is to invalidate insurance coverage of the waiving party; provided further, that Tenant agrees to give written notice of the terms of this waiver to each insurance company which has issued, or in the future may issue, policies of physical damage to it, and to have said insurance policies properly endorsed to prevent the invalidation of said insurance coverage by reason of said waiver and provided further that such insurance company waives all rights of subrogation which it might have against Landlord.

     6.03 Blanket or Umbrella Policy . The insurance required by this Lease, at the option of Tenant, may be effected by blanket and/or umbrella policies issued to Tenant covering the Premises and other properties owned or leased by Tenant, provided that the policies otherwise comply with the provisions of this Lease and allocate to the Premises the specified coverage, without possibility of reduction or coinsurance by reason of, or damage to, any other premises covered therein.

     6.04 Loss Deductibles . All insurance provided for under Section 6.01 , excepting workers compensation insurance and liability insurance (which will be for such amount of not more than $1,000,000.00 each and for workers compensation insurance contain such deductions as permitted by applicable statutes), may contain loss deductible (or similar) clauses of no more than Two Hundred Thousand and No/100 Dollars ($200,000.00) (subject to CPI Adjustment), except for “catastrophe perils,” such as flood where market standard deductibles are acceptable.

     6.05 Definition of Depositary . As used in this Lease, “ Depositary ” shall mean a savings bank, a savings and loan association, a commercial bank or trust company (whether acting individually or in a fiduciary capacity), a pension or retirement fund, an insurance company organized and existing under the laws of the United States or any state thereof, a real estate investment trust existing in compliance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended; provided, that each of the above entities shall qualify as Depositary within the provisions of this definition only if it shall be qualified to do business in the State in which the Premises are located and has assets of not less than One Hundred Million and No/100 Dollars ($100,000,000.00). If the Premises shall be subject to any Mortgage, “ Depositary ” shall also mean the Mortgagee under such Mortgage. The account maintained by any Depositary shall be in the name of Landlord.

ARTICLE 7.
RETURN OF PREMISES

     7.01 Surrender of Possession . At the expiration or earlier termination of this Lease by lapse of time or otherwise, or upon termination of Tenant’s right of possession without termination of this Lease, Tenant shall surrender possession of the Premises to Landlord and deliver all keys to the Premises to Landlord and make known to Landlord the combination of all locks of vaults then remaining in the Premises, and, subject to the following paragraphs, shall return the Premises and all equipment and fixtures of Landlord therein to Landlord broom clean, in good operating condition, reasonable wear and tear, and damage from casualty and condemnation excepted. At the expiration or earlier termination of this Lease by lapse of time or otherwise, or upon termination of Tenant’s right of possession without termination of this Lease, Tenant and Landlord shall jointly perform a walk-through of the Premises and establish a final punch list of items requiring repair or restoration. Nothing in this Section 7.01 is intended to increase or modify the obligations of the Tenant under Articles 14 or 15 herein.

     7.02 Installations and Additions . Tenant shall remove its Trade Fixtures and Personal Property (as defined in Section 7.03) from the Premises during the Term, provided that Tenant restores any damage to the Premises caused thereby. The Building and all other improvements located on the Land, including, but not limited to, all structural components of the Building and all plumbing, heating, lighting, electrical and air conditioning fixtures and equipment, and other articles of personal property used exclusively in the operation of the Premises (but excluding Trade Fixtures and Personal property), whether or not attached or affixed to the Premises, together with all Alterations which by the terms of this Lease become the property of Landlord, shall be and remain a part of the Premises and shall constitute the property of Landlord

     7.03 Trade Fixtures and Personal Property . Tenant shall remove Tenant’s furniture, machinery, manufacturing equipment, safes, signs, trade fixtures, inventory and other items of movable personal property of every kind and description from the Premises, as set forth on Schedule 7.03, attached hereto (“ Trade Fixtures and Personal Property ”) and restore any damage to the Premises caused thereby, such removal and restoration to be performed prior to the end of the Term or within ten (10) days following termination of this Lease or Tenant’s right of possession, whichever is earlier. If Tenant does not remove such items, such items shall become Landlord’s property and shall, at Landlord’s election, remain upon the Premises, all without compensation, allowance or credit to Tenant. If Tenant fails to remove such items, Landlord may do so and thereupon the provisions of Section 16.06 shall apply and Tenant shall pay to Landlord upon demand the cost of removal and of restoring the Premises.

     7.04 Survival . All obligations of Tenant under this Article shall survive the expiration of the Term or earlier termination of this Lease.

ARTICLE 8.
HOLDING OVER

Unless Landlord expressly agrees otherwise in writing, Tenant shall pay Landlord one hundred fifty percent (150%) of the amount of the Base Rent and Rent Adjustments then applicable to the final Lease Year of the Term prorated on a per diem basis for each day Tenant shall retain

possession of the Premises or any part thereof after expiration or earlier termination of this Lease. The foregoing provisions shall not serve as permission for Tenant to hold-over, nor serve to extend the Term (although Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises, and shall be subject to the provisions of Article 7 ). In addition thereto, in the event that Tenant’s retention of possession of the Premises (or any portion thereof) continues for more than sixty (60) days after expiration of the Term or earlier termination of the Lease, Tenant shall pay Landlord all damages, consequential as well as direct, sustained by reason of Tenant’s retention of possession. The provisions of this paragraph do not limit the Landlord’s rights of re entry or any other right hereunder. In the event of a holdover by Tenant, upon demand by Landlord, Tenant shall so vacate the Premises within sixty (60) days.

ARTICLE 9.
CONDITION AND CARE OF PREMISES

     9.01 As-Is Condition . Tenant acknowledges and agrees that Tenant accepts the Premises and the Building in “as-is” condition and agrees that Landlord makes no representation or warranty as to the condition thereof. Tenant further acknowledges and agrees that prior to the Commencement Date, Tenant has been in sole and exclusive possession and control of the Premises and the Building.

     9.02 Tenant’s Obligations . Tenant shall take good care of the Premises, Building, equipment serving the Building, and the other improvements, including, without limiting the generality of the foregoing, roofs, foundations and appurtenances thereto, all mechanical, electrical, plumbing, and heating, air-conditioning and ventilation systems located in or otherwise serving the Building, all sidewalks, vaults, sidewalk hoists and curbs in front of or adjacent to the Premises, all other common areas of the Premises maintained or required to be maintained by Tenant as of the date hereof and all water, sewer and gas connections, pipes and mains which service the Premises and which neither any public authority nor a utility company is obligated to repair and maintain, and shall put, keep and maintain the Building and the other improvements in good and safe order and working condition, and make all repairs therein and thereon, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, necessary to keep the same in good and safe order and working condition and to comply with all applicable laws, and the Restrictions, howsoever the necessity or desirability therefor may occur, and whether or not necessitated by wear and tear, obsolescence or defects, latent or otherwise, and including, complying with and correcting any deficiencies identified by the Village of University Park in any inspection of the Premises. The necessity and adequacy of repairs made shall be measured by standards which are appropriate for buildings of similar age and construction, as applicable, provided, however, the decision whether an item needs to be replaced or repaired shall be made at Landlord’s reasonable discretion. Tenant shall not commit or suffer, and shall use all reasonable precaution to prevent, waste, damage or injury to the Premises. When used in this Lease, the term “ repairs ” shall include all alterations, additions, installations, replacements, removals, renewals and restorations. All repairs made by Tenant shall be at least equal in quality and class to the original work and shall be made in compliance with all Restrictions, as then in force.

     9.03 Landlord Not Obligated . Landlord shall not be required to furnish any services, utilities or facilities whatsoever to the Premises, nor shall Landlord have any duty or obligation

to make any alteration, change, improvement, replacement, restoration or repair to, or to demolish, the Building or any other Improvement presently or hereafter located on the Land. Tenant assumes the full and sole responsibility for the condition, operation, repair, alteration, improvement, replacement, maintenance and management of the Premises, including any Building or any other Improvement.

     9.04 Landlord’s Right to Perform Tenant’s Obligations . In the event Tenant shall fail to perform any of its obligations hereunder, Landlord may (but shall not be obligated to do so), and without waiving or releasing Tenant from any obligation of Tenant hereunder, make any payment or perform any other act which Tenant is obligated to make or perform under this Lease. All sums so paid and all liabilities so incurred by Landlord, together with interest thereon at the default rate of interest set forth in Section 27.07 herein, shall be payable to Landlord upon demand as Additional Rent. Except in the case of an Emergency Situation, Landlord shall provide no less than 48 hours advance written notice of its performance, if reasonably feasible under the circumstances and shall be subject to escort and supervision by Tenant. Nothing contained herein shall be construed to require Landlord to advance monies for any purpose. In exercising its rights hereunder, Landlord shall use reasonable efforts not to interfere with the normal operation of the Premises. The term “ Emergency Situation ” shall mean a situation which has caused or is likely to cause bodily injury to persons, environmental contamination of or material physical damage to the Premises (or any portion thereof) or adjoining property or economic liability or criminal jeopardy to Landlord.

ARTICLE 10.
RIGHTS RESERVED TO LANDLORD

     10.01 Rights Reserved to Landlord . Landlord reserves the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoff or abatement of Rent or affecting any of Tenant’s obligations under this Lease:

          (a) To exhibit the Premises upon at least one (1) business day’s prior written notice, at reasonable hours, to potential purchasers or lenders at any time during the Term, and for reoccupancy during the last eighteen (18) months of the Term or at any time after Tenant permanently vacates or abandons the Premises; and

          (b) To enter the Premises at reasonable hours for reasonable purposes and upon at least one (1) business day’s prior written notice (except in the event of an emergency and/or during a Default in which events no prior notice is required), including inspection.

ARTICLE 11.
ALTERATIONS

     11.01 Alterations . Tenant shall not demolish, replace or alter the structural portions of the Building, or make any addition thereto or expansion thereof, or materially alter the roof or exterior of the Building, without the Landlord’s prior written consent (such consent not to be

unreasonably withheld, conditioned or delayed (a “ Material Alteration ”). In the event of any Material Alteration or Work (as defined below) costing more than One Hundred Thousand and No/100 Dollars ($100,000.00) in a calendar year period, Tenant shall provide Landlord with advance written notice thereof and Landlord shall have twenty (20) days from receipt of such notice to deliver notice to Tenant (a “ Removal Notice ”) of its election to require Tenant to, at the expiration of the Lease Term, restore the Premises to the condition existing prior to such Work or Material Alteration. If Tenant desires to undertake any such alterations which require Landlord’s consent, it shall notify Landlord in writing of the proposed alterations, which notice shall include copies of the plans and specifications relating thereto and Landlord agrees to exercise commercially reasonable efforts to respond thereto within thirty (30) days after the date of the request. Landlord agrees to state with specificity any objections it has to the proposed plans and specifications. In all cases, Tenant shall comply with the following requirements with respect any alterations, modifications or similar activities undertaken with respect to the Premises (“ Work ”), whether subject to the foregoing consent requirement or not:

          (a) All Work, when completed, shall be of such a character as not to materially reduce the value of the Premises below its value immediately before construction of such Work was commenced;

          (b) All Work shall be undertaken with reasonable diligence (subject to Force Majeure, as hereinafter defined) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and the Restrictions;

          (c) No Work shall impair the safety or structural integrity of the Building;

          (d) All Work shall be completed free of liens for work, services, labor and materials supplied or claimed to have been supplied to the Premises (except as otherwise provided by law);

          (e) No Work shall be undertaken without obtaining the insurance required by Section 6.01 hereof; and

          (f) No Work shall be undertaken until Tenant shall have procured and paid for, insofar as the same may be required from time to time, all permits and authorizations of all governmental authorities for such Work. Landlord shall join in the application for such permit or authorization and cooperate with Tenant and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is made without cost, liability, obligation or expense to Landlord.

          At termination of this Lease, all Work that is a Material Alteration (other than Trade Fixtures and Personal Property) shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease. All of the Work may at Tenant’s option be removed by Tenant (unless a Removal Notice was delivered to Tenant as provided above).

ARTICLE 12.
ASSIGNMENT AND SUBLETTING

     12.01 Assignment and Subletting .

          (a) Subject to the terms of ARTICLE 12, Tenant shall not have the right to assign or transfer this Lease or sublet all or without Landlord’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

          (b) Tenant may sublet the Premises, or any part thereof, without the consent of Landlord.

          (c) A permitted assignee or subtenant is referred to herein as the “ Assignee ”. With respect to any Assignee, the following conditions shall be met: (i) the use of the Premises by the Assignee will not violate any laws, regulations, and/or covenants, including, any Restrictions, and (ii) all other terms and conditions of this Lease shall remain in full force and effect.

          (d) At the time of the assignment, if an Assignee has an investment grade rating equal to or better than the greater of (i) BBB- or (ii) Tenant’s then investment rating as determined by Standard’s and Poor (or its equivalent from another rating agency) and a tangible net worth of at least Fifty Million and No/100 Dollars ($50,000,000.00) (A) Tenant’s obligations first arising after such assignment under this Lease shall terminate; and (B) this Lease shall become a direct lease between Landlord and Assignee for the entire Premises. Notwithstanding the foregoing, in the event that the Restrictions do not allow this Lease to become a direct lease with the Assignee in connection with such assignment, Landlord and Tenant shall cooperate with each other and execute, or cause to be executed, all documents necessary to accomplish the intent of this Section without being in violation of the Restrictions and satisfying the reasonable requests of Assignee, including, without limitation, consents, recognition agreements, and subordination, non-disturbance and attornment agreements.

          (e) Except as provided in (d) above, no assignment or subletting shall relieve Tenant of its obligations hereunder, and Tenant shall continue to be liable as a principal and not as a guarantor or surety, to the same extent as though no assignment or sublease had been made.

     12.02 Future Consents; Costs . Any consent or deemed consent by Landlord hereunder shall not be deemed to be a consent to or relieve Tenant from obtaining Landlord’s consent, if required, to any subsequent assignment or subletting. Landlord shall be reimbursed by Tenant for any costs or expenses incurred pursuant to any request by Tenant for consent to any such assignment or subletting, provided, however, in no event shall Tenant’s reimbursement for such costs and expenses exceed $2,500.00 for any such request for consent.

     12.03 Profits . Landlord shall not be entitled to receive any of the rent or other rental consideration due from the Assignee under such assignment or sublease and, if Landlord receives any such rent or other rental consideration above the rent required to be paid by to Landlord hereunder, Landlord shall immediately deliver such rent and other rental consideration to Tenant. Tenant shall be entitled to retain all fees and other payments received by Tenant in connection with an assignment of the Lease.

     12.04 Permitted Transfer . Notwithstanding the provisions of Article 12 above to the contrary, Tenant may assign this Lease (herein, a “ Permitted Transfer ”), without Landlord’s consent, to any: (a) person or entity which controls, is controlled by or is under common control with Tenant or its parent or affiliated entities, (b) any person or entity resulting from a merger or consolidation with Tenant or its parent, (c) any person or entity acquiring all or substantially all of the assets of Tenant’s business or its parent’s business, or (d) to any person or entity acquiring all or substantially all of the equity ownership of Tenant or its parent, provided that: (a) at least fifteen (15) business days prior to such assignment, Tenant delivers to Landlord notice of such assignment; (b) if an assignment, the Assignee assumes, in full, the obligations of Tenant under this Lease; and (c) the Assignee continue to comply with the applicable terms and conditions of this Lease.

     12.05 Publicly Traded Company . For purposes of this Article 12 , if Tenant is a publicly-held corporation, the transfer of Tenant’s stock publicly over a recognized security exchange or over-the-counter market shall not be deemed an assignment of this Lease and shall not be subject to any of the restrictions and provisions contained in this Article 12 .

ARTICLE 13.
WAIVER OF CERTAIN CLAIMS; INDEMNITY BY TENANT

     13.01 Waiver of Certain Claims; Indemnity by Tenant .

          (a) Except as otherwise required under applicable government law (“ Law ”) or to the extent of Landlord’s willful misconduct or negligence, but in all events, subject to the waiver of claims and subrogation set forth in this Lease, Landlord and other Indemnified Parties (as hereinafter defined) shall not in any event whatsoever be liable for any injury or damage to Tenant or to any other Person happening in, on or about the Premises and its appurtenances, nor for any injury or damage to the Premises or to any property belonging to Tenant or any other Person which may be caused by any fire or breakage or by any other cause whatsoever or by the use, misuse or abuse of the Building (including, but not limited to, any of the common areas within the Building, and the other improvements, equipment serving the Building, elevators, hatches, openings, installations, stairways, hallways or other common facilities) or the streets or sidewalk area within the Premises or which may arise from any other cause whatsoever.

          (b) Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, defect, unavailability or unsuitability in the supply or character of the energy furnished to the Premises, and no such change, failure, interference disruption, defect, unavailability, or unsuitability shall relieve Tenant from any of its obligations under the Lease.

          (c) Tenant Responsible for Personal Property . All personal property belonging to Tenant or any occupant of the Premises, including but not limited to Trade Fixtures and Personal Property, that is in the Building or the Premises shall be there at the risk of Tenant or other person only and Landlord shall not be liable for damage thereto or theft or misappropriation thereof except to the extent caused by Landlord’s intentional wrongful acts or negligence.

     13.02 Indemnification .

          (a) Except as otherwise prohibited under Law or to the extent of Landlord’s or Landlord’s Indemnified Parties’ (defined below) willful misconduct or negligence, Tenant shall indemnify, defend and save Landlord and any agent, beneficiary, contractor, manager, member, director, employee, lessor, mortgagee, officer, parent, partner, shareholder and trustee of Landlord (collectively the “ Landlord Indemnified Parties , and each a “ Landlord Indemnified Party ”) harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, reasonable engineers  , architects’ and attorneys’ fees, court costs and disbursements (“ Losses ”), which may be imposed upon or incurred by or asserted against Landlord or any Landlord Indemnified Party by reason of any of the following occurring prior to, during or after (but if after, then only if attributable to a period of time falling prior to or within) the Term:

     (i) any use, nonuse, possession, occupation, alteration, repair, condition, operation, maintenance or management of or activity at or on the Premises or any part thereof or of any sidewalk, parking area, curb or vault adjacent thereto;

     (ii) any act or failure to act on the part of Tenant or any of its officers, agents, employees or licensees;

     (iii) any accident, injury (including death at any time resulting therefrom) or damage to any person or property occurring in, on or about the Premises or any part thereof or in, on or about any sidewalk, curb, parking area or vault adjacent thereto;

     (iv) any lien or claim which may be alleged to have arisen against or on the Premises from work being performed by Tenant (or anyone acting by, through