THE HOVDE BUILDING LEASE

Article

Title

Page

Definitions

3

Premises; Term

5

Use

5

Base Rent

5

Rent Adjustments

5

Payments

6

Late Payments

7

Security Deposits

7

Landlord’s Reservations and Improvements

7

Landlord’s Access to Premises

8

Possession of Premises

9

Building Services

9

Construction Liens

11

Compliance with Laws

11

Compliance with Insurance Requirements

12

Taxes Payable by Tenant

12

Insurance Coverage

13

Release of Liability

14

Electrical Service

14

Repairs and Maintenance

14

Improvements

15

Damage to Premises

16

Eminent Domain

28

Assignment and Subletting

28

Default by Tenant; Rights of Landlord

20

Subordination

22

Estoppel Certificates

22

Quiet Enjoyment

23

Holding Over

23

Termination; Removal of Property

24

Relocation Right

24

Sale by Landlord

24

Rules and Regulations

24

Compliance by Others

25

Force Majeure

25

Hazardous Material

25

Default by Landlord

27

Costs, Expenses and Attorney Fees

28

Article

Title

Page

Compliance with ADA

28

Notices

28

Miscellaneous

29

Exhibits

32

ARTICLE 1: DEFINITIONS

Premises: The tenth floor, 6,912 rentable square feet, in the HOVDE BUILDING (Building), 122 West Washington Avenue, Madison, Wisconsin, as shown on EXHIBIT A attached hereto.

Commencement Date: March 1 ^st , 1998

Termination Date: February 28, 2008

Permitted Use: General office use.

Annual Base Rent: Base year = $107,136.00

Monthly Base Rent: $8,928.00

Agent: Hovde Realty, Inc, or such other entity or person as Landlord may designate to manage the rental operations of the Building.

Security Deposit: $ N/A

Leasable Space: 6,912 square feet

Lease Year: A period of twelve (12) consecutive calendar months commencing on the Commencement Date, if the Commencement Date is the first day of a calendar month, or the first day of the calendar month thereafter.

Parking: NOTE: If this Lease provides for parking, it will be provided at the prevailing market rental rate plus applicable sales tax. See attached “Parking Lease” labeled “Addendum 1”.

Storage: N/A

Option to Extend: One five (5) year option. Tenant must give Landlord at least six (6) months advance written notice of its intention to exercise its option or terminate this lease.

Additional Rent.

Any amount other than Monthly Base Rent payable by Tenant pursuant to this Lease, whether or not designated Additional Rent.

Improvements.

All installations, alterations and additions made or placed upon the Premises, whether by Landlord or Tenant (or obtained by Landlord or Tenant from a prior tenant), including, but not limited to, carpeting, tile and all other floor coverings; partitions and doors; paneling and all other wall treatments and coverings; hardware; ceilings; wire (including electric, telephonic, communication and other wire connections and services of any kind); lighting switches, equipment and fixtures; special heating and air conditioning ducts and equipment; special plumbing fixtures and installations; special staircases and related floor penetrations; and trade fixtures affixed, fastened or connected to the Premises in such a manner that they are not removable without causing significant damage to the Premises or the Building.

Building Standards.

Those Improvements hereinafter described which are substantially uniform and standard in character and customarily utilized by Landlord for its Building tenants, to wit: partitions and doors (including painting); hardware; ceiling grids and tiles; recessed flourescent lighting fixtures; electric wiring and switches for such recessed flourescent lighting fixtures; duplex wall outlets; and
110 volt electrical wiring servicing such duplex wall outlets. Building Standards shall not, in any event, include special heating or air conditioning ducts or equipment; floor coverings of any kind; telephonic, communication and other wire connections or services of any kind; electric wiring (other than as specifically set forth in the preceding sentence); plumbing fixtures and all related supply and drain piping; special decorative effects including, but not limited to, chandeliers and other lighting fixtures (other than as specifically set forth in the preceding sentences); special or unusual hardware; paneling, paper, vinyl and other wall coverings; and “built-ins” of any kind.

Hazardous Material.

Any hazardous, dangerous or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302.4 and amendments thereto),

and such other hazardous, dangerous or toxic substances, materials and wastes that are or become regulated under any applicable local, state or federal law.

ARTICLE 2: PREMISES; TERM

Premises.

Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for a term (Term) beginning on the Commencement Date and ending on the Termination Date, unless sooner terminated as provided herein, subject to the terms and conditions herein contained.

ARTICLE 3: USE

Tenant shall use and occupy the Premises for the Permitted Use and for no other use or purpose, and will not vacate or abandon the same except upon termination as herein provided.

ARTICLE 4: BASE RENT

Tenant shall pay the Annual Base Rent to Landlord in equal Monthly Base Rent installments, each such installment to be due and payable in advance on the first day of every calendar month during the Term. If the Commencement Date is a day other than the first day of a calendar month or the Termination Date is a day other than the last day of a calendar month, the Monthly Base Rent for such fractional month shall be prorated on the basis of 1/30th of the Monthly Base Rent for each day of such fractional month. Monthly Base Rent is subject to adjustment as provided in Article 5, with a corresponding adjustment in Annual Base Rent.

ARTICLE 5: RENT ADJUSTMENTS

Annual Adjustment to Monthly Base Rent.

Commencing March 1 ^st , 1999 and continuing on the first day of each succeeding year, the Monthly Base Rent to be paid shall be increased by three percent (3%) annually over the Monthly Base Rent paid during the preceding Lease Year.

Monthly Electrical Service Charge.

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Real Estate Taxes and Assessments.

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The Annual and Monthly Base Rent, Additional Rent and all other amounts payable by Tenant to Landlord under this Lease shall be paid to Landlord, when due and without notice or demand (except as otherwise provided in this Lease), at the office of the Agent, or to such other person or persons, or at such other place, as Landlord may, from time to time, designate in writing, without any deductions or set-offs whatsoever.

ARTICLE 7: LATE PAYMENTS

Late Payment Charge.

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Interest Charge.

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ARTICLE 8: SECURITY DEPOSIT

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ARTICLE 9: LANDLORD’S RESERVATIONS AND IMPROVEMENTS

Portions of Premises.

The roof, all of the outside walls of the Premises and any space in the Premises used for shafts, stacks, Pipes, conduits, ducts, electrical or other utilities or Building facilities and the use thereof, as well as access thereto throughout Premises for the purposes of operation, maintenance, security, signage, decoration, replacement and repair, and in emergencies, are expressly reserved to, and are the responsibility of, Landlord.

Future Additions or Modifications.

Landlord reserves the right at any time and from time to time to decorate and to make at its own expense, repairs, alterations, additions and improvements, structural or otherwise, in or to the Building or part thereof, and during such operations to take into and through the Premises or any part of the Building all material required and to close or temporarily suspend operation of entrances, doors, corridors, elevators or other facilities, provided that

reasonable access by elevator and stairs is maintained at all times and reasonable use of the Premises by Tenant is permitted at all times.

Landlord reserves the right at any time and from time to time to reduce, increase, close off, enclose or otherwise change the size, number, location, layout and nature of the common areas and facilities and the other tenant premises in the Building, to create additional rental areas through the use and/or enclosure of common areas, to construct Building additions, and pedestrian bridges upon, over, within or appurtenant to the Land or Building and to locate or construct other improvements upon the Land, provided that reasonable access by elevator and stairs is maintained at all times and reasonable use of the Premises by Tenant is permitted at all times.

Improvements by Landlord.

Landlord at its expense shall complete the Landlord’s Required Leasehold Improvements according to Exhibit B.

ARTICLE 10: LANDLORD’S ACCESS TO PREMISES

Examination and Work.

Tenant shall give Landlord, its agents and employees, and any other person or persons authorized by Landlord, access to the Premises at all reasonable times, with 24 hour notice, and at any time in the event of an emergency, without charge or diminution of rent, to enable them to examine the same and to undertake such maintenance, repairs, removals, replacements, additions, alterations and other work (modifications) as may be the subject of a governmental rule, regulation, law or order, or as Landlord may deem necessary or advisable, all without prejudice to the rights, if any, of Landlord against Tenant under any other provisions of this Lease, provided that reasonable access by elevator and stairs is maintained at all times and reasonable use of the Premises by Tenant is permitted at all times. Except as expressly provided otherwise in this Lease, there shall be no allowance to Tenant or diminution of rent and no liability on the part of Landlord by reason of disruption of use, inconvenience, annoyance or injury to business arising from the undertaking of any maintenance, repairs, removals, replacements, additions, alterations or other work in or to any portion of Land, Building or the Premises or in and to any fixtures, appurtenances and equipment thereof.

Prospective Tenants; Remodeling.

Tenant shall, during the last six (6) months of the Term, give Landlord, its agents and employees, and any other person or persons authorized by Landlord, access to the Premises at all reasonable times, and upon reasonable notice to Tenant, to show the Premises to prospective tenants. If the Premises are substantially vacated during such period and Tenant ceases to do business therein, Landlord may, without releasing Tenant from any of

its obligations under this Lease, enter upon the Premises and decorate, remodel, repair, alter or otherwise prepare the same or any part thereof for reoccupancy.

ARTICLE 11: POSSESSION OF PREMISES

Condition of Premises.

The entry into possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises were in good and satisfactory condition at the time of such entry except for latent defects. No promise of Landlord to alter, remodel or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord or its agents to Tenant other than as may be contained herein or in a separate agreement signed by Landlord and Tenant.

ARTICLE 12: BUILDING SERVICES

Landlord’s Services.

The Landlord shall furnish and provide all of the following:

(a) Heating, Air Conditioning and Ventilation to provide a temperature and humidity condition required in Landlord’s judgment for comfortable occupancy of the Premises under normal business operations daily from 7 a.m. to 7 p.m. (Saturdays to 12 noon). Sundays and holidays are excepted.

(b) Elevator Service shall be provided in common with others daily from 7 a.m. to 6 p.m., Saturdays, Sundays and holidays excepted. Landlord shall also provide an elevator subject to call at all times when normal passenger service is not furnished. Landlord shall provide freight elevator service in common with others daily from 8 a.m. to 5 p.m., Saturdays, Sundays and holidays excepted. Landlord shall always maintain the existing passenger elevators consistent with Class A office space on the Capitol Square in Madison.

(c) Janitor Service in and about the Premises, including but not limited to dusting, carpet cleaning, trash removal, mopping lavatory floors, cleaning lavatory fixtures, and cleaning glass surfaces and other areas as needed, on all workdays, Saturdays, Sundays and Holidays excepted, pursuant to a schedule satisfactory to both Landlord and Tenant, in accordance with the standard of such service of Class A office buildings on the Capitol Square in Madison.

(d) Water Service (both hot and cold, as appropriate) for drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord in the common areas and sewer service for disposal of waste from the Building.

(e) Maintenance and Repair Service in and about the Premises to maintain the Premises and the Hovde Building consistent with the Building Standards under Article 1.17

including, but not limited to, the repair and maintenance of water coolers, plumbing, light fixtures, thermostats, lavatory fixtures, kitchen fixtures, heating and cooling equipment, electrical wiring, etc., in accordance with the standard for such maintenance and service in Class A office buildings on the Capitol Square in Madison.

(f) Signage shall be done at Landlord’s expense, except that Tenant may install interior signage on any floor it occupies at its own expense. Landlord shall maintain a building directory in the first floor common area listing Tenant’s name and the name of a suitable number of Tenant’s officers or employees, as designated by Tenant. Landlord shall promptly make necessary changes to the building directory as from time to time requested by Tenant.

(g) Maintenance and Repair Service to the Common areas in the Building in accordance with the standard for such maintenance and service in Class A office buildings on the Capitol Square in Madison.

Rules and Regulations.

The Rules and Regulations referred to in this Article are those Rules and Regulations described in Article 33.

Tenant’s Special Services.

Should Tenant require any services on days or hours other than those specified in the Rules and Regulations, Landlord may (but need not) upon reasonable advance notice by Tenant, furnish such additional service, in which event Tenant agrees to pay to Landlord, within ten (10) days after being billed therefor, Landlord’s cost (as reasonably determined by Landlord) of labor and materials supplied in providing such additional service, plus fifteen percent (15%) of such cost.

Suspension of Services.

It is understood that Landlord does not warrant that any of the services referred to above or any other services which Landlord may supply will be free from interruption, provided such interruption occurs by reason of accident, act of God, repairs, replacements, alterations or improvements necessary or desirable to be made, or causes beyond the reasonable control of Landlord (force majeure). Any such interruption of service due to any of the foregoing shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises or any part thereof or render Landlord liable to Tenant for damages by abatement of rent or otherwise or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall use reasonable and diligent efforts to restore such interrupted service regardless of the cause of interruption as soon as reasonably possible considering, among other things, commercially acceptable cost considerations.

Breach by Landlord.

In the event Landlord fails to provide services as specified in this Article 12 for reasons other than a force majeure and the interruption of service continues for a period of more than three days after notice by Tenant to Landlord, without relieving Landlord from liability or responsibility hereunder, Tenant may (unless Landlord shall be acting with due diligence and the delay shall be due to the nature of the interruption) arrange independently for such services, and, upon demand, Landlord shall reimburse and pay Tenant for Tenant’s actual cost to provide such services.

ARTICLE 13: CONSTRUCTION LIENS

Tenant has no authority or power to cause or permit any construction lien of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon Landlord’s title or interest in the Premises, the Building or the Land, and any and all such liens created by Tenant shall attach to Tenant’s interest only. Tenant shall, at its expense, cause to be discharged, within ten (10) days after notice thereof, any construction lien claim filed against the Premises, the Building or the Land, or Tenant’s interest therein or under this Lease, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant; provided, however, that in the event of a good faith dispute by Tenant as to the validity of such lien, Tenant shall have the right, in lieu of discharging said lien, to furnish Landlord within such ten (10) day period, with a bond satisfactory to Landlord, indemnifying Landlord against loss by reason of any such lien. If Tenant has not discharged such lien or provided such bond within said ten (10) days, Landlord may pay the amount necessary to discharge said lien without being responsible for making an investigation as to the validity thereof, and the amount so paid shall be due and payable forthwith by Tenant to Landlord.

ARTICLE 14: COMPLIANCE WITH LAWS

Tenant shall, at its expense, comply with all laws, orders, ordinances, rules and regulations of Federal, State, County and Municipal authorities and with any direction made pursuant to law or by any public officer or officers relating to Tenant’s use of the Premises, to conditions which have been created by or at the instance of Tenant or to the breach of any of Tenant’s covenants or agreements hereunder, and shall hold Landlord harmless for any and all costs of Landlord for Tenant’s noncompliance with such laws including, but not limited to, the cost of any defense of an action against Landlord for Tenant’s noncompliance, as to the Premises. Landlord shall, at its expense, comply with all such laws, orders, ordinances, rules and regulations relating to Landlord’s use of the Building, relating to the part of the Premises reserved to it under Article 9.1, relating to the breach of any of Landlord’s covenants or agreements hereunder, and relating to conditions created by or at the instance of Landlord, and shall hold Tenant harmless for any and all costs of

Tenant for Landlord’s noncompliance with such laws, including, but not limited to, the cost of any defense of an action against Tenant for Landlord’s noncompliance. Landlord shall, at its expense, comply with all laws which may require modifications to the Building, the common areas of the Building which are not leased to tenants, the part of the Premises reserved to it under Article 9.1, and the bathrooms which are part of the Premises, such as Americans with Disabilities Act and other similar laws relating to access by persons with disabilities, and shall indemnify and hold Tenant harmless for any and all costs of Tenant in complying with such laws including, but not limited to, the cost of any defense of any action against Tenant for Landlord’s noncompliance.

ARTICLE 15: COMPLIANCE WITH INSURANCE REQUIREMENTS

Neither Tenant nor Landlord shall do or permit to be done any act or thing upon the Premises or in the Hovde Building which will invalidate or be in conflict with the terms of the Wisconsin standard form of fire, boiler, sprinkler, water damage or other insurance policies covering the Building and the equipment and property therein. Both Tenant and Landlord shall, at their own expense, comply with all rules and regulations or requirements of the National Board of Fire Underwriters or any other similar body having jurisdiction, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises or the Building in a manner which increases the rate of any insurance upon the Building or on any property or equipment therein.

ARTICLE 16: TAXES PAYABLE BY TENANT

Section intentionally left blank.

ARTICLE 17: INSURANCE COVERAGE

Insurance by Tenant.

Tenant shall, at its expense, obtain and maintain in force at all times during the term of this Lease: (a) Commercial General Liability Insurance on an occurrence basis, with minimum limits of liability in an amount of $1,000,000 combined single limit for bodily injury, personal injury or property damage (or such other coverage or higher amounts as Landlord shall from time to time determine in accordance with customary commercial rental practices in Madison, Wisconsin); such insurance shall name Landlord, Agent and their agents and employees as additional insureds; and (b) Property Insurance, on an “all risks” basis in an amount adequate to cover the full replacement value of all Improvements paid for by Tenant and all fixtures and personal property of Tenant in the Premises. Each policy shall be issued by one or more responsible insurance companies reasonably satisfactory to Landlord and shall contain the following provisions and endorsements: (a) that such insurance may not be canceled or amended without thirty days’ prior written notice to Landlord; and (b) that the policy shall not be invalidated should the insured waive

in writing prior to a loss any or all rights of recovery against any other party for losses covered by such parties. A certificate of Tenant’s insurers evidencing all of the foregoing requirements shall be delivered to Landlord upon the execution of the Lease and from time to time as requested by Landlord and, without any request, at least thirty (30) days prior to the expiration date of any existing certificate.

Insurance by Landlord.

Landlord agrees to maintain in force during the term of this Lease: (a) Commercial General Liability Insurance on an occurrence basis with minimum limits of liability in an amount of $1,000,000 combined single limit for bodily injury, personal injury or property damage (or such other coverage or higher amounts as Landlord shall from time to time determine); and (b) Property Insurance, on an “all risks” basis in an amount adequate to cover the full replacement value of the Building including all Leasehold Improvements paid for by Landlord, with such deductibles as Landlord deems advisable, but not to exceed customary practices in Madison, Wisconsin.

ARTICLE 18: RELEASE OF LIABILITY

Landlord and Tenant release each other and their respective authorized agents, employees and representatives, from any claims for damage to any person or to the Premises and the Building and to the fixtures, personal property, and Leasehold Improvements of either Landlord or Tenant in or on the Premises and the Building that are caused by or result from risks or occurrences required to be insured against under any insurance policies carried by the parties and in force at the time of any such damage.

Landlord and Tenant agree to have all property insurance which may be carried by either of them endorsed with a clause providing that any release from liability of or waiver of claim for recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage, shall not affect the validity of said policy or the right of the insured to recover thereunder. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party shall be liable to the other for any damage caused by fire or any of the risks or occurrences required by this Lease to be insured against by the other party.

ARTICLE 19: ELECTRICAL SERVICE

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ARTICLE 20: REPAIRS AND MAINTENANCE

Tenant shall not commit any waste within the Premises or Building. Except as otherwise provided herein, Tenant shall be responsible for the cost of keeping the Premises in good

condition and repair (other than with respect to Building Standards, Commons Areas and the areas reserved to Landlord hereunder). Tenant shall make all repairs and replacements not otherwise the responsibility of Landlord under this Lease (but Landlord shall not be relieved hereby of responsibilities under Section 12 (a) — (g) hereof). The undertaking or making of such repairs and replacements, and the computation and payment of the cost thereof, shall be as provided in Article 21, the provisions of which are incorporated herein by reference. Subject to the provisions of Article 22, Landlord shall be responsible for all structural repairs to the Premises.

ARTICLE 21: IMPROVEMENTS

Restrictions on Improvements.

Tenant shall not make or place any Improvements upon the Premises, or remove any Improvements from the Premises, without the prior written approval of Landlord, which shall not be unreasonably withheld. Any such work shall be done at the cost and expense of Tenant and by contractors or workers employed or approved by Landlord, consent to which shall not be unreasonably withheld.

Work by Landlord.

As to work on Improvements other than the Required Leasehold Improvements requested by Tenant to be done by contractors or workers employed by Landlord, the actual costs for such work (plus a reasonable amount, not in excess of fifteen percent (15%) of such actual costs, for Landlord’s overhead, review and supervision) shall be paid by Tenant to Landlord at Landlord’s option either in advance and as estimated by Landlord, and/or promptly upon receipt of the applicable invoice or invoices. “Actual costs” shall be those costs as invoiced to Landlord by the contractor, supplier or other party or parties doing the work or furnishing the materials; for work done by employees of Landlord, “actual costs” shall be those costs as reflected on the books and records of Landlord. Notwithstanding the provisions of Article 21.3 hereof, Landlord may, in any event, require that its own contractors and/or workers shall do any work involving structural elements of the Building or Premises, or the electrical, heating or air conditioning equipment or facilities, with payment (including payment for Landlord’s overhead, review and supervision) to be made by Tenant to Landlord as herein provided. Tenant shall have the opportunity to approve the final plans and specifications prior to Landlord’s commencement of said work. Tenant’s approval shall not be unreasonably withheld.

Work by Tenant.

Before any work is done by contractors or workers not employed by Landlord Tenant shall submit to Landlord in writing the name or names of the contractors and workers it proposes to use, together with detailed plans and specifications showing the proposed work and when it will be performed. Landlord may withhold its approval of the proposed contractors and/or workers based upon its own prior experience with such parties, their

compatibility with other contractors or workers who may be employed in or about the Building, or their general reputation for good, competent and timely workmanship. All work shall be done in a good and workmanlike manner, in accordance with the plans, specifications and time schedule given to and approved by Landlord, and in compliance with all governmental requirements. Immediately upon completion of any work performed by contractors or workers not employed by Landlord, Tenant shall deliver to Landlord, or cause such contractors or workers to deliver to Landlord, two copies of “as built” plans and specifications for such work.

Retention or Removal of Improvements.

Upon termination of this Lease for any reason, all Improvements (except trade fixtures and special wiring belonging or attributable to Tenant which are removable without causing significant damage to the Premises or the Building) shall, unless damaged or destroyed by fire or other casualty, remain upon the Premises (as the property of Landlord), all without compensation, allowance or credit to Tenant; provided, however, if prior to the termination of this Lease or within ten (10) days thereafter Landlord so specifies by written notice to Tenant, Tenant shall at the termination of this Lease or within three (3) business days after receiving such notice, whichever is later, remove (subject to the supervision and direction of Landlord), the Improvements (except Building Standards) designated in such notice, failing which Landlord may remove the same and Tenant shall pay the cost of removal. The foregoing obligations shall survive the termination of this Lease.

ARTICLE 22: DAMAGE TO PREMISES

Repair and Restoration.

(a)

If the Building or the Premises are made substantially untenantable by fire or other casualty, Landlord may elect either to:

(b)

If the Premises or the Building are damaged by fire or other casualty, but are not made substantially untenantable, then Landlord shall proceed with due diligence to

repair and restore the Building or the Premises, other than Improvements paid for by Tenant, unless such damage occurs during the last twelve (12) months of the Term of the Lease, in which event, either party shall have the right to terminate this Lease as of the date of such fire or other casualty by delivery of written notice of termination to the other party within thirty (30) days after said date.

Rent Abatement.

If all or any part of the premises are rendered substantially untenantable by fire or other casualty, then, provided that the fire or other casualty was not caused by Tenant, its agents, employees or invitees, the Monthly Base Rent shall abate for all or said part of the Premises which are untenantable on a per diem basis from and after the date of the fire or other casualty and until the Premises are repaired and restored.

Rights of Mortgagees.

Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage covering the Premises, the Building or the Land requires any insurance proceeds to be applied to such indebtedness, Landlord may terminate this Lease by giving written notice of termination to Tenant within thirty (30) days after such requirement, whereupon this Lease shall terminate as of the date of the giving of such notice, but such notice shall be given within 90 days of the date of such damage.

ARTICLE 23: EMINENT DOMAIN

Permanent Taking.

If the whole or substantially the whole of the Building or of the Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall cease and terminate as of the date of taking of possession for such use or purpose. If less than the whole or substantially the whole of the Building or of the Premises shall be so condemned or taken, and the use of the Building or of the Premises for the purposes of Tenant are materially impaired, then either Tenant or Landlord may, at the option of either, exercised within sixty (60) days following the date of the taking of possession for such use or purpose, terminate this Lease and the term and estate hereby granted as of the date such possession is taken, by notifying the other party in writing of such termination. Upon any such taking or condemnation and the continuing in force possession of this Lease as to any part of the Premises, the Monthly Base Rent shall be diminished by an amount representing the part thereof properly applicable to the portion of the Premises which may be so condemned or taken and Landlord shall, at its expense, proceed with reasonable diligence to repair, alter and restore the remaining part of the Building and the Premises to substantially their former condition to the extent that the same may be feasible. Landlord shall be entitled to receive the entire award paid to Landlord in any condemnation proceeding (but not including Tenant’s separate award for

relocation damages or other damages accruing to Tenant’s interest), including any award for the value of any unexpired term of this Lease, and Tenant shall have no claim against Landlord or against the proceeds of the condemnation except to the extent of special expenses, such as moving expenses, allowable by law to Tenant, the payment of which does not in any way reduce the amount otherwise provable by, or payable to, Landlord. Upon any termination hereunder, the Monthly Base Rent shall be prorated as of the date thereof.

ARTICLE 24: ASSIGNMENT AND SUBLETTING

Procedure; Recapture; Consent.

Tenant shall not (a) sublet the Premises or any part thereof; (b) assign this Lease or any interest under it; (c) allow any transfer hereof or any lien upon Tenant’s interest by operation of law; or (d) permit the use or occupancy of the Premises or part thereof by any one other than Tenant and Tenant’s employees, except as hereafter provided. A notice of intention to sublease or assign, setting forth a proposed commencement date of the sublease term or assignment (Proposed Effective Date), to which notice is attached a copy of the proposed sublease or assignment agreement and of all agreements collateral thereto, shall be sent to Landlord at least sixty (60) days prior to the Proposed Effective Date. Landlord may, by giving notice to Tenant within thirty (30) days after receipt of Tenant’s notice of intention to sublease or assign, recapture the space described in the sublease or assignment. If such recapture notice is given it shall serve to cancel and terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment covers all of the Premises, it shall serve to cancel and terminate the entire term of the Lease, in either case as of the Proposed Effective Date. If this Lease is canceled pursuant to the foregoing with respect to less than the entire Premises, the Monthly Base Rent and any other charges or credits shall be adjusted on the basis of the proportion of rentable square feet retained by Tenant to the rentable square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises or part thereof are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. If Landlord, upon receiving Tenant’s notice of intention to sublease or assign, shall not exercise its right to recapture, Tenant must obtain Landlord’s prior written consent to the assignment or subletting which consent shall not be unreasonably withheld. Landlord’s consent to any assignment, subletting or transfer is conditioned upon Landlord being assured that substantially the same quality of business, services and management, including, without limitation, the prestige, reputation and financial soundness of ownership and management will be maintained. Landlord’s consent to any subletting, assignment or transfer, or Landlord’s election to accept as tenant hereunder any assignee, grantee or transferee shall not release the original Tenant from any covenant or obligation of this Lease and consent by Landlord

to a subletting or assignment shall not relieve Tenant from obtaining consent to any future subletting or assignment. In the event of any sublease of all or any portion of the Premises where the rent reserved in the sublease exceeds the rent or prorated portion of the rent, as the case may be, for such space reserved in this Lease, Tenant shall pay Landlord monthly, at the same time as the Monthly Base Rent, the excess of the rent reserved in the sublease over the rent reserved in this Lease applicable to the subleased space.

24.2

Transfer of Interest in Tenant.

The sale, issuance or transfer of any voting capital stock of Tenant which results in a change in the direct or indirect voting control of Tenant shall be deemed to be an assignment of this Lease within the meaning of Article 24.1. If Tenant is a partnership, trust or an unincorporated association, then the sale, issuance or transfer of a controlling interest therein shall be deemed to be an assignment of this Lease within the meaning of Article 24.1. The transfer of a majority interest in or a change in the voting control of any partnership, trust, unincorporated association or corporation which directly or indirectly controls Tenant, shall also be deemed to be an assignment of this Lease within the meaning of Article 24.1; provided, however, that any change in the composition or membership of Tenant’s board of directors shall not be deemed to be such an assignment.

ARTICLE 25: DEFAULT BY TENANT; RIGHTS OF LANDLORD

25.1

Bankruptcy and Insolvency.

If at the Commencement Date or at any time during the term hereof there shall be filed by or against Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for liquidation, reorganization or involuntary dissolution or for the appointment of a receiver or trustee of all or a portion of Tenant’s property (and if against Tenant, if such petition is not dismissed within thirty (30) days after the filing thereof), of if the interest of the Tenant hereunder shall be levied upon or attached by process of law, of if Tenant makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with creditors, this Lease, at the option of Landlord, exercised within a reasonable time after notice of the happening of any one or more of such events, may be canceled and terminated, in which event neither Tenant nor any person claiming through or under Tenant by virtue of any statute or order of any court or otherwise shall be entitled to possession or to remain in possession of the Premises but shall forthwith quit and surrender the same, and Landlord, in addition to the other rights and remedies Landlord has by virtue of this Lease or any statue or rule of law, may retain as security for its damages any rent, security deposit or moneys received by Landlord from Tenant or others on behalf of Tenant.

25.2

Other Defaults.

In the event Tenant defaults in making any of its payments hereunder (including amounts due under Article 5) or under any other lease of space within the Building and such default

continues for at least ten (10) days after written notice thereof, or in the event Tenant defaults in performing any of the other agreements, terms and conditions of this Lease, or any other lease of space within the Building and such default continues for at least thirty (30) days after written notice thereof, or in the event that such other breach is of a nature that it cannot be reasonably cured within such thirty (30) day period if Tenant has not commenced to cure such breach thirty (30) days after written notice thereof, Landlord, in addition to all other rights and remedies available to Landlord, by law or by other provisions hereof, may, with or without process, re-enter immediately into the Premises and remove all persons and property, and/or at Landlord’s option, terminate this Lease as to all future rights of Tenant. Tenant hereby expressly waives the service of any notice in writing of intention to re-enter. Any such action taken by Landlord, including action to terminate this Lease, or any surrender of the Premises by Tenant, shall not release Tenant of its continued liability or obligations under this Lease, unless such release be evidenced by written agreement from Landlord to Tenant. The words “re-enter” and “re-entry” as used in this Lease are not restricted to their technical legal meaning. Property removed by Landlord hereunder may, at the option of Landlord, be considered abandoned. Landlord may dispose of such property as it deems expedient; Tenant shall, upon demand, reimburse Landlord for any expense incurred by Landlord in so doing.

25.3

Damages.

Tenant agrees that in the event of any termination of this Lease as described herein, and subject to Landlord’s obligation to mitigate damages, Landlord shall be entitled to recover from Tenant (unless Tenant is released by written agreement from Landlord to Tenant) all loss or other damage which Landlord may incur by reason of such termination, including, but not limited to, the unamortized or unrecovered amount (as shown on the books and records of Landlord) of all leasehold improvements (including Building Standards and Improvements) located on the Premises, costs of restoring and repairing the Premises and putting the same in rentable condition, costs (including commissions) of renting the Premises to another tenant, loss or diminution or rents and all other damages which Landlord may incur by reason of such termination and all reasonable attorney’s fees and expenses incurred in enforcing any of the terms of this Lease or any other rights or remedies of Landlord.

25.4

Liquidated Damages.

Landlord shall not be able to recover from Tenant any liquidated damages.

25.5

Right of Landlord to Cure Defaults.

If Tenant shall default in the observance or performance of any term or covenant on its part to be observed or performed under or by virtue of any of the provisions of this Lease, Landlord, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of Tenant,

immediately and without notice in case of emergency, or in any other case only provided that Tenant shall fail to remedy such default with all reasonable dispatch after Landlord shall have notified Tenant in writing of such default. If Landlord makes any expenditures or incurs any obligations for the payment of money in connection therewith including, but not limited to, attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, shall be forthwith paid to Landlord by Tenant.

25.6

Waiver of Default.

Neither acceptance of Monthly Base Rent or Additional Rent by Landlord, with or without knowledge of any default by Tenant, nor failure of Landlord to take action on account of any such default or to enforce its rights hereunder shall be deemed a waiver of any such default, or a consent to any future default, and absent written notice or consent, said default shall be a continuing one, unless cured by Tenant.

ARTICLE 26: SUBORDINATION

26.

This Lease, and the term and estate hereby granted, and all of the rights of Tenant hereunder, are subject and subordinate to: (a) the rights of the vendee-lessor under any sale-leaseback now or hereafter affecting the Land and/or the Building; (b) any ground lease now or hereafter affecting the Land; (c) the liens of any mortgage or mortgages now or hereafter in force against the Land and/or the Building; (d) all matters of record and (e) all laws, rules and regulations, affecting said real estate at any time. Tenant shall execute such further instruments subordinating this Lease to the lien or liens of any such sale-leaseback, ground lease, mortgage or mortgages as shall be requested by Landlord.

ARTICLE 27: ESTOPPEL CERTIFICATES

27.

Both Landlord and Tenant agree, at any time and from time to time, upon not less than fifteen (15) days prior written notice by the other party, to execute, acknowledge and deliver to the other party, a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) the dates to which the Monthly Base Rent, Additional Rent and