THE MIDLAND BUILDING LEASE

THE MIDLAND BUILDING

LEASE

Between

250 East Broad Street Properties, LLC

(“Landlord”)

(“Tenant”)

Ohio Indemnity Company

August 11, 2008

LEASE SUMMARY

1

2

LEASE
THE MIDLAND BUILDING
COLUMBUS, OHIO

THIS LEASE made as of this 11th day of August, 2008 (this “Lease”) between 250 East Broad Street Properties, LLC, (“Landlord”), and Ohio Indemnity Company, an Ohio Corporation, whose address is 250 East Broad Street, Columbus, OH 43215 (“Tenant”).

WITNESSETH:

Landlord hereby agrees to lease to Tenant, and Tenant hereby agrees to accept, the premises (the “Premises”) designated on the plan attached hereto as Exhibit A and commonly described as space on the seventh (7 ^th ) floor containing approximately 11,700 square feet of “Rentable Area” in the building known as The Midland Building (the “Building”) located on a parcel of land at the northeast corner of 5th Street and East Broad Street, in the City of Columbus, Franklin County, Ohio (the “Land”), subject to the terms and conditions of this Lease. Tenant shall also have the right to lease storage space (“Storage Space”) as described in the Lease Summary. During the Lease Term, Tenant shall have the nonexclusive right to use all areas in and around the Building made available from time to time by Landlord for the common use of the occupants of the Building (“common areas”).

In consideration thereof, Landlord and Tenant covenant and agree as follows:

1.  TERM .

The term of this Lease (the “Term”) shall commence on January 1, 2009 (the “Commencement Date”) and end on December 31 ^st , 2015 (the “Termination Date”), unless sooner terminated (or extended) as provided herein.

2.  FULL SERVICE RENT .

A.  Full Service Rent . Tenant shall pay Full Service Rent in the amount set forth in the Lease Summary. All Rental payments due until this Lease shall be payable by the Tenant on the first (1 ^st ) day of every month to the Landlord as follows, or to such other place as Landlord shall from time to time designate. Notwithstanding anything to the contrary set forth in this Lease, Tenant will also receive rent abatement as set forth in the Lease Summary.

250 East Broad Street Properties, 250 E. Broad Street, Suite 1250, Columbus, Ohio 43215

B.  Operating Expense Payments . Tenant shall pay its Proportionate Share of any increase in Operating Expenses over and above the Operating Expenses in the base year, subject, however, to the “cap” described below. Base year will be calendar year 2009 .

Proportionate Share shall mean the percentage set forth in the Lease Summary, using the percentage calculated by dividing the rentable area of the Premises by the rentable area of the Building. Landlord represents and warrants that the rentable areas of the Building and Premises have been calculated in accordance with applicable BOMA standards.

“Cap” on Controllable Operating Expenses : The forgoing notwithstanding, the amount that Tenant shall be required to pay each year as its Proportionate Share of Controllable Operating Expenses in excess of base year Controllable Operating Expenses shall not increase by more than four percent (4%) over the amount payable therefor for the previous calendar year. Those expenses which are included within the definitions of “Operating Expenses” and “Controllable Operating Expenses” are set forth below. The amount payable by Tenant under this paragraph B as Tenant’s Proportionate Share of Operating Expenses in excess of base year Operating Expenses, after applying the “cap” on Controllable Operating Expenses described above, is sometimes referred to herein as Tenant’s “Operating Expense Payment(s).”

Beginning with calendar year 2010 , Tenant shall pay Operating Expenses Payments monthly along with the Full Service Rent based upon Landlord’s estimate of the Operating Expenses which will be incurred during each calendar year during the Lease Term. Tenant’s Operating Expense Payments for the first calendar year of the Lease Term are included in the Full Service Rent for the first year. Landlord will use its best efforts to notify Tenant by the end of each calendar year during the Lease Term of the amount of Tenant’s estimated Operating Expense Payment for the upcoming calendar year.

As soon as reasonably practicable after the end of each calendar year (but no later than one hundred twenty (120) days after the end of such year), Landlord will deliver to Tenant a written operating expense statement, reasonably itemized, showing the actual Operating Expenses and actual Controllable Operating Expenses for such calendar year, the sum of the payments made by Tenant for such year as its estimated Operating Expenses Payments, and the amount of Tenant’s actual Operating Expenses Payments for such year. If the sum of the estimated Operating Expense Payments paid by Tenant during such calendar year exceeds Tenant’s actual Operating Expense Payments for such year, then Landlord will pay such excess amount to Tenant within thirty (30) days after the date on which the amount of such excess Operating Expense Payments are determined but in any event no later than 120 days after the end of such year; or if the Lease Term has ended, Landlord shall refund such excess amount to Tenant. If the sum of the estimated Operating Expense Payments paid by Tenant during such calendar year is less than Tenant’s actual Operating Expense Payments for such year, then Tenant will pay the deficiency to Landlord with thirty (30) days after Tenant’s receipt of Landlord’s written operating expense statement. If the Lease Term begins on a day other than January 1st or expires on a date other than December 31st, Tenant’s Operating Expense Payments for the first and last calendar year during which the Lease Term is in effect will be prorated to take into consideration the number of days during such calendar year in which the Lease Term is in effect.

Tenant will have the right, upon reasonable prior written notice to Landlord, to audit and inspect Landlord’s books and records with respect to Landlord’s computation of its Operating Expenses for any particular calendar year. Any such right of audit and inspection for a particular calendar year must be exercised, if at all, within one hundred twenty (120) days after Tenant’s receipt of Landlord’s operating expense statement for such calendar year. If Tenant fails to so exercise its audit and inspection right within such 120-day period, then its rights with respect to the subject calendar year will terminate for all purposes of this Lease. If any audit or inspection conducted by Tenant discloses an overage in the amount billed to Tenant over the amounts actually due from Tenant hereunder, then Landlord will reimburse Tenant: (a) for such overage; and (b) to the extent such overage exceeds five (5%) of the amount actually due from Tenant hereunder, for all reasonable out-of-pocket costs and professional fees incurred by Tenant in connection with its auditing and inspection of Landlord’s books and records. The reimbursements referred to in the immediately preceding sentence will be made by Landlord to Tenant within thirty (30) days after Landlord’s receipt of a detailed invoice identifying the amounts of such reimbursements. Except as otherwise expressly provided herein, Tenant will bear all costs associated with the auditing and inspection of Landlord’s books and records.

C. Definitions of Operating Expenses

(1) “Tenant’s Proportionate Share of Operating Expenses” shall mean a percentage factor, determined by dividing the rentable square footage contained in the Premises by the rentable square footage contained in the Building, multiplied by the amount of Operating Expenses.

(2) “Base Year” shall mean calendar year 2009 .

(3) “Operating Expenses” shall mean those expenses paid or incurred by or on behalf of Landlord in respect to the operation of the Building, including without limitation, real estate taxes, utilities, maintenance, repairs, payroll, management fees, and janitorial services. Landlord shall provide janitorial services Monday through Friday with major holidays excepted. “Controllable Operating Expenses” shall mean all Operating Expenses excluding real estate taxes, utility costs, and insurance premiums.

The foregoing notwithstanding, the following items shall be excluded from Operating Expenses:

(a) The cost of any special service rendered to a tenant of the Building which is not rendered generally to the other tenants of the Building;

(b) Costs of initial improvements to, or initial alterations of, space leased or to be leased to any tenant of the Building for the sole benefit of such tenant, and the cost of correcting defects in the original construction of the Building;

(c) Costs and expenses incurred in connection with leasing space in the Building, such as leasing commissions, tenant allowances, space planner fees, advertising and promotional expenses, legal fees for the preparation of leases, and rent payable with respect to any leasing office;

(d) Costs of capital improvements to the building;

(e) Principal or interest payments on loans secured by mortgages on the Building or on the Lot, and any rental under any ground or underlying lease or leases of the Building;

(f) Interest or penalties for late payments by Landlord, except to the extent resulting from a default by Tenant;

(g) The cost of repairing or restoring any substantial portion of the Building damaged by fire or other casualty to the extent such casualty is customarily insured against by landlords of office buildings of similar size, age and construction in the same urban area;

(h) The cost of repairs, alterations or replacements required as a result of the exercise of any right of eminent domain;

(i) The cost of items and services which are reimbursable by Tenant or other tenants of the Building or which are paid directly by Tenant or other tenants to third persons, and any other costs for which Landlord received reimbursement;

(j) Costs incurred in advertising and promotional activities for the Building;

(k) Costs of performing any clean up, remediation, evaluation or other costs associated with Hazardous Materials (as defined below) at the Project;

(l) Costs associated for collection of rent from other tenants AFTER they have defaulted on their lease payment or any other costs incurred by Landlord in connection with the enforcement of leases against the tenants of the Building, including without limitation legal fees and arbitration and mediation costs; and

(m) Depreciation.

If the Building is only partially occupied during any calendar year, Landlord shall estimate the Operating Expenses for the calendar year as if the Building were at least ninety-five percent (95%) occupied.

If Landlord is permitted by a taxing authority to pay real estate taxes or assessments in installments, then, for purposes of this section, Landlord shall be deemed to have elected to pay the taxes and assessments in installments over the longest time period permitted, and the amount of such taxes and assessments included in Operating Expenses for any given year shall be the sum of such installments allocable to such year.

3.  USE OF THE PREMISES .

A.  Reserved Areas . This Lease does not give Tenant any right to use, and Landlord hereby excludes and reserves for its sole and exclusive use, the following areas in and about the Premises: janitor closets, stairways and stairwells outside Tenant’s finished space, fan, mechanical, electrical, telephone and similar rooms (other than those installed for Tenant’s exclusive use); elevator, pipe and other vertical shafts, flues and ducts; all areas above the acoustical ceiling and below the finished floor covering installed in the Premises; all other structural or mechanical elements serving other areas of the Building; and all subterranean, mineral, air, light and view rights.

B.  Permitted Use . Tenant shall use and occupy the Premises for any general office purpose and incidental related purposes consistent with the operation of a first-class office building in Columbus, Ohio.

C.  Compliance with Laws . Tenant shall not use or permit the use of any part of the Premises for any purpose prohibited by law or in any manner that would create any nuisance or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building. Tenant shall, at its sole expense, comply with and conform to all of the requirements of all governmental authorities having jurisdiction over the Building which relate in any way to the condition, use and occupancy of the Premises throughout the entire Term of this Lease. Tenant represents and warrants that, on the Commencement Date, the Premises and Building will be in compliance with all applicable laws.

D.  Hazardous Materials . Tenant agrees that it will not use, handle, generate, treat, store or dispose of, or permit the handling, generation, treatment, storage or disposal of any Hazardous Materials (as defined hereinafter) in, on, under, around or above the Premises, the Building or the Land, now or at any future time and will indemnify, defend and save Landlord harmless from any and all actions, proceedings, claims, costs, expenses and losses of any kind, including, but not limited to, those arising from injury to any person, including death, damage to or loss of use or value of real or personal property, and costs of investigation and cleanup in connection with the existence of Hazardous Materials on the Premises caused by Tenant during the Term hereof. The term “Hazardous Materials”, when used herein, shall include, but shall not be limited to, any substances, materials or wastes to the extent quantities thereof are regulated by the City of Columbus or any other local governmental authority, the State of Ohio, or the United States of America because of toxic, flammable, explosive, corrosive, reactive, radioactive or other properties that may be hazardous to human health or the environment, including asbestos and including any materials or substances that are listed in the United States Department of Transportation Hazardous Materials Table, as amended, 49 C.F.R. 172.101, or in the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. subsections 9601 et seq., or the Resource Conservation and Recovery Act, as amended, 42 U.S.C. subsections 6901 et seq., or any other applicable governmental regulation imposing liability or standards of conduct concerning any hazardous, toxic or dangerous substances, waste or material, now or hereafter in effect. Tenant does hereby indemnify, defend and hold harmless the Landlord and its agents and their respective officers, directors, beneficiaries, shareholders, partners, agents and employees from all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) arising by, through or under Tenant, its agents, employees, contractors, servants and invitees and out of or in any way connected with any deposit, spill, discharge or other release of Hazardous Materials caused by Tenant that occurs during the Term of this Lease, at or from the Premises, or which arises at any time from Tenant’s use or occupancy of the Premises, or from Tenant’s failure to provide all information, make all submissions, and take all steps required by all applicable governmental authorities. Tenant’s obligations and liabilities under this paragraph shall survive the expiration of the Term of this Lease. Landlord represents and warrants to Tenant that, to the best of Landlord’s knowledge, on the Commencement Date, there shall be no Hazardous Materials at the Premises or elsewhere at the Project.

4.  POSSESSION .

A. Possession of the Premises shall be tendered to Tenant by Landlord on the Commencement Date provided Landlord has substantially completed its express obligations set forth in the Work Letter attached hereto as Exhibit [B] and made a part hereof (the “Work Letter”). If Landlord is unable to complete substantially such obligations by the specified Commencement Date or Landlord is unable to tender possession on such date by reason of the holding over or retention of possession by any tenant or occupant, this Lease shall nevertheless continue in force and effect, but the Commencement Date shall be delayed until such time as such obligations of Landlord are substantially completed or Landlord has tendered possession, as the case may be, and Landlord shall have no other liability whatsoever on account of such delay. However, there shall be no postponement of the Commencement Date to the extent that Landlord’s obligations are not substantially completed because of any delays caused by Tenant as described in the Work Letter. Landlord’s obligations shall not be deemed incomplete if only insubstantial details of construction, decoration or mechanical adjustments remain to be done. The determination of Landlord’s architect or interior space planner for the Building shall be final and conclusive on Tenant as to whether such obligations have been substantially completed.

B. If Landlord’s obligations to improve the Premises, if any, are substantially completed prior to the Commencement Date and Landlord and Tenant agree, without in any way being bound to so agree, Tenant may take possession of the Premises or part thereof prior to the Commencement Date. In such event, all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises as of the date when Tenant took possession and Tenant shall pay Full Service Rent at the initial annual rate stated herein, without abatement, prorated for the period of such occupancy prior to the Commencement Date. If less than the whole Premises are occupied and the unoccupied portions have not been substantially completed due to the fault of Landlord. Rent shall also be prorated based on the percentage the occupied portion comprises the full Premises.

C. Under no circumstances shall the occurrence of any of the events described in this Section be deemed to accelerate or defer the Termination Date.

D. The Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when the Tenant took possession, except as to defects contained on a punch list to be prepared and signed by Landlord and Tenant based on an inspection made prior to the date on which Tenant takes possession of such portion of the Premises and except for defects not reasonably discoverable upon an ordinary inspection of the Premises; provided, however, that if the Premises are not available to Tenant for such inspection prior to the date on which Tenant takes possession, such punch list shall be prepared and signed by Landlord and Tenant within seven (7) days after Tenant takes possession of such portion of the Premises. Landlord shall promptly correct all defects noted on such agreed punch list. No promise of the Landlord to construct, alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease.

5.  SERVICES .

A.  Landlord’s Repair and Maintenance. Subject to the condemnation and casualty provisions contained in this Lease and except as otherwise expressly provided herein, Landlord will maintain and repair the common areas of the Project, including lobbies, stairs, elevators, corridors, and restrooms, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, the parking garage, the roof and structure of the Building, and the walkways, driveways, and landscaped areas at the Project, if any, in reasonably good order and condition. Landlord shall maintain the Building in a first-class condition comparable to other Class A office buildings in the area in which the Building is located.

B List of Services. Landlord will furnish the Premises with services, including without limitation:

(1) electricity for lighting and the operation of low-wattage office machines (such as desktop calculators, personal computers and photocopy machines) during Business Hours, although Landlord will not be obligated to furnish more power to the Premises than is proportionally allocated to the Premises under the Building design;

(2) heat and air conditioning reasonable required for the comfortable occupation of the Premises during Business Hours;

(3) access and elevator service (at least one passenger elevator shall be in service 24 hours day/7 days per week);

(4) lighting replacement during Business Hours (for building standard lights, but not for any special Tenant lights, which will be replaced at Tenant’s sole cost and expense);

(5) restroom supplies;

(6) window washing with reasonably frequency, as determined by Landlord; and

(7) daily cleaning service on weekdays, (in accordance with Exhibit C , which is attached hereto).

As used herein, “Business Hours” means 8:00 am to 5:00 pm Mondays through Fridays.

Tenant’s Computer Server Room : With reference to subparagraph B(2) above, Landlord, at no additional expense to Tenant, shall maintain the temperature in Tenant’s computer server room at 72° F or cooler (but no colder than 60° F) on a 24 hour/day, 7 days/week basis.

Landlord may provide, but will not be obligated to provide, any such services (except access and elevator service) on holidays or weekends. Electricity will be available to the Premises and will, at Landlord’s option, be separately metered or directly sub metered for the Premises. The cost of electricity at such secondary rates as applicable will be due and payable by the Tenant as billed during the Term of this Lease. There shall be a minimum of one (1) security guard on site at all times and security guard in the garage during business hours. There shall provide a card access system to the garage, building elevators, and building exterior for after hour accessibility.

Tenant will have the right to purchase the use during Business Hours and non-Business Hours the services described in clauses (b) (1) and (2) in excess of the amounts Landlord has agreed to furnish so long as:

(1) Tenant gives Landlord reasonable prior written notice of its desire to do so;

(2) the excess services are reasonably available to Landlord and to the Premises; and

(3) Tenant pays as Additional Rent (at the time the next payment of Monthly Rent is due) the cost of such excess service charged by Landlord from time to time for providing such additional or excess services.

C.  Tenant’s Costs. Whenever equipment or lighting (other than building standard lights) is used in the Premises by Tenant and such equipment or lighting affects the temperature otherwise normally maintained by the design of the Building’s air conditioning system, Landlord will have the right, after prior written notice to Tenant, to install supplementary air conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises; and the cost of such facilities, modifications, and additional service will be paid by Tenant as Additional Rent. If Landlord reasonably believes that Tenant is using more power than normal business usage then Tenant may be billed extra service charges.

D.  Limitation on Liability. Landlord will use reasonable efforts to diligently remedy any interruption in the furnishing of such services. Landlord reserves the right temporarily to discontinue such services at such times as may be necessary by reason of accident; repairs, alterations or improvements; strikes; lockouts; riots; acts of God; governmental preemption in connection with a national or local emergency; any rule, order, or regulation of any governmental agency; conditions of supply and demand that make any product unavailable; Landlord’s compliance with any mandatory governmental energy conservation or environmental protection program, or any voluntary energy conservation program at the request of or with consent or acquiescence of Tenant; or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building or Project of any person. In the event of invasion, mob, public excitement, strikes, lockouts, or other circumstances rendering such action advisable in Landlord’s sole opinion, Landlord will have the right to prevent access to the Building or Project during the continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate, including without limitation locking doors and closing parking areas and other common areas. Unless caused by the willful acts of Landlord, its employees, agents or contractors or Landlord’s breach of this Lease, Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any of Tenant’s obligations under this Lease.

Tenant will maintain the Premises (including Tenant’s equipment, personal property, and trade fixtures located in the Premises) in their condition at the time they were delivered to Tenant, reasonable wear and tear excluded. Tenant will immediately advise Landlord of any damage to the Premises. All damage or injury to the Premises, the Project, or the fixtures, appurtenances, and equipment in the Premises or the Project that is caused by Tenant, its agents invitees or employees may be repaired, restored, or replaced by Landlord, at the expense of Tenant. Such expense (plus 15% of such expense for Landlord’s overhead) will be collectible as Additional Rent and will be paid by Tenant within 10 days after delivery of the statement for such expense.

7.  ADDITIONS AND ALTERATIONS

Tenant shall not, without the prior written consent of Landlord (not to be unreasonably withheld), make any alterations, improvements or additions to the Premises. Landlord’s refusal to give said consent shall be conclusive. If Landlord consents to said alterations, improvements or additions, it may impose such reasonable conditions with respect thereto as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such work, insurance against liabilities which may arise out of such work, plans and specifications plus permits necessary for such work and “as-built” drawings or an accurately marked record set of drawings showing the actual location of said alterations, improvements and additions. The work necessary to make any alterations, improvements or additions to the Premises, whether prior to or subsequent to the Commencement Date, shall be done at Tenant’s expense by employees of, or contractors hired by, Landlord except to the extent Landlord gives its prior written consent to Tenant’s hiring its own contractors (which consent shall not be unreasonably withheld, except that Landlord may arbitrarily withhold consent in cases involving Building systems such as plumbing, HVAC and electrical). Tenant shall promptly pay to Landlord or the Tenant’s contractors, as the case may be, when due, the cost of all such work and of all decorating required by reason thereof. Tenant shall also pay to Landlord a percentage of the cost of such work (such percentage to be established on a uniform basis for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work forthwith upon being billed for the same. Upon completion of such work Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials all in form satisfactory to Landlord. Tenant shall defend and hold Landlord and the Land and Building harmless from all costs, damages, liens and expenses related to such work. All work done by Tenant or its contractors pursuant to this Section shall be done in a first-class workmanlike manner using only good grades of materials and shall comply with all insurance requirements and all applicable laws and ordinances and rules and regulations of governmental departments or agencies.

8.  COVENANT AGAINST LIENS .

Tenant has no authority or power to cause or permit any lien or encumbrance 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 Land, Building or Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant’s interest only. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Land, Building or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching, or claim thereof being asserted, Tenant covenants and agrees to cause it to be immediately released and removed of record. In the event that such lien is not released and removed within thirty (30) days, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and Tenant shall promptly upon notice reimburse Landlord for all sums, costs and expenses (including reasonable attorney’s fees) incurred by Landlord in connection with such lien.

9.  INSURANCE .

A.  Waiver of Subrogation . Notwithstanding anything in this Lease to the contrary, Landlord and Tenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to the Building or Premises or to the contents thereof, which loss or damage is covered by valid and collectible physical damage insurance policies, or which would be covered if insurance required hereunder were in effect. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give to each insurance company which has issued, or in the future may issue, to it policies of physical damage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver.

B.  Coverage . Tenant shall purchase and maintain insurance during the entire Term for the benefit of Tenant and Landlord (as their interest may appear) with terms, coverages and in companies satisfactory to Landlord, and with such increases in limits as Landlord may from time to time request, but initially Tenant shall maintain the following coverages in the following amounts:

(1) Commercial general liability insurance, naming Landlord and Landlord’s management agent as additional insureds, covering any liability for bodily injury, personal injury and property damage arising out of Tenant’s operations, assumed liabilities or use of the Premises, for limits of liability not less than:

(2) Physical damage insurance covering all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s property on the Premises. Such insurance shall be written on an “all risks” of physical loss or damage basis, for the full replacement cost value of the covered items and in amounts that meet any coinsurance clause of the policies of insurance.

(3) To the extent applicable, “dram-shop” insurance or host liquor liability insurance naming Tenant, Landlord, Landlord’s beneficiary and Landlord’s management agent covering any liability that might arise from the sale, provision or use of alcoholic beverages by Tenant on the Premises in an amount reasonably satisfactory to Landlord from time to time in light of statutory limits.

Tenant shall, prior to the Commencement Date, furnish to Landlord certificates evidencing such coverage, which certificates shall state that such insurance coverage may not be changed or canceled without at least ten days prior written notice to Landlord and Tenant.

C.  Avoid Action Increasing Rates . Tenant shall comply with all applicable laws and ordinances, all orders and decrees of court and all requirements of other governmental authorities, and shall not, directly or indirectly, make any use of the Premises which may thereby be prohibited or be dangerous to person or property or which may jeopardize any insurance coverage or may increase the cost of insurance or require additional insurance coverage. If by reason of the failure of Tenant to comply with the provisions of this Section, any insurance premium is increased, Tenant shall make immediate payment of the increased insurance premium upon demand by Landlord or if insurance coverage is jeopardized, Landlord shall have the option to terminate this Lease by written notice to Tenant.

D.  Landlord’s Insurance . Landlord shall insure the Building on an “all risks” of physical loss or damage basis, in an amount equivalent to the full replacement cost of the Building, and shall maintain commercial general liability insurance as is customarily maintained by landlords of first class office buildings in downtown Columbus, Ohio. These insurance provisions shall in no way limit or modify Tenant’s obligations under the provisions of this Lease. All insurance premiums on such policies and the deductible portion of any claims thereunder shall be included in Operating Expenses.

10.  FIRE OR CASUALTY .

A. If the Premises or the Building (including machinery or equipment used in its operation) shall be damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or Building untenantable and if such damage is covered by Landlord’s insurance, then Landlord shall repair and restore the same with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, but shall not be obligated to expend therefore an amount in excess of the proceeds of insurance recovered with respect thereto. If any such damage renders all or a substantial portion of the Premises or Building untenantable or if such damage is uninsured and not covered by customary fire and extended coverage insurance or if any damage by fire or other casualty occurs within two (2) years of the Termination Date which renders all or a substantial portion of the Premises untenantable, Landlord and Tenant shall each have the right to terminate this Lease as of the date of such damage (with appropriate prorations of Rent being made for Tenant’s possession subsequent to the date of such damage of those tenantable portions of the Premises) upon giving written notice to the other party at any time within one hundred twenty (120) days after the date of such damage. If the Lease is no so terminated, Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease, by virtue of any delays in completion of such repairs and restoration. Rent, however, shall abate on those portions of the Premises as are, from time to time, untenantable as a result of such damage.

B. Landlord shall repair or restore any portion of the alterations, additions or improvements in the Premises or the decorations thereto to the extent that such alterations, additions, improvements and decorations were provided by Landlord at the beginning of the Term. Landlord shall have no further obligation pursuant to this Lease to repair or restore any alterations, additions or improvements in the Premises or the decorations thereto. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant’s sole cost and expense subject to all of the provisions of Section 7 hereof. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations which would become Landlord’s property upon the termination of this Lease.

11.  WAIVER OF CLAIMS — INDEMNIFICATION .

To the extent not prohibited by law, Landlord and Landlord’s partners, affiliates, officers, agents, servants and employees shall not be liable for any damage either to person, property or business or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the Building, including the Premises, or due to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind; provided however, that the provisions of this section shall not excuse Landlord for liability for damage or loss resulting from the willful acts of Landlord, its employees, agents or contractors. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord and Landlord’s beneficiary and their respective partners, affiliates, officers, agents, servants and employees from and against all liability to third parties arising out of the use of the Premises or acts of Tenant or its servants, agents, employees, contractors, suppliers, workers or invitees while within the Premises.

12.  NONWAIVER .

No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provisions, even if such violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

13.  CONDEMNATION .

A. In the event all or substantially all of the Building or the Premises is taken or condemned by eminent domain or by any conveyance in lieu thereof (such taking, condemnation or conveyance in lieu thereof being hereinafter referred to as “condemnation”), the Term shall cease and this Lease shall terminate on the earlier of the date the condemning authority takes possession or the date title vests in the condemning authority. In the event any portion of the Building shall be taken by condemnation (whether or not such taking includes any portion of the Premises), which taking, in Landlord’s judgment, is such that the Building cannot be restored in an economically feasible manner for use substantially as originally designed, then Landlord shall have the right, at Landlord’s option, to terminate this Lease, effective as of the date specified by Landlord in a written notice of termination from Landlord to Tenant. In the event that a portion, but less than substantially all, of the Premises shall be taken by condemnation, then this Lease shall be terminated as of the date of such condemnation as to the portion of the Premises so taken, and, unless Landlord exercises its option to terminate this Lease set forth in this Section, this Lease shall remain in full force and effect as to the remainder of the Premises. In the event of termination of this Lease pursuant to the provisions of this Section, the Rent shall be apportioned as of such date of termination; provided, however, that those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

B. All compensation awarded or paid upon a condemnation of any portion of the Building shall belong to and be the property of Landlord without participation by Tenant. Nothing herein shall be construed, however, to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, loss of good will, moving expenses, damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant; provided, however, that Tenant shall make no claim which shall diminish or adversely affect any award claimed or received by Landlord.

C. If any portion of the Land other than the Building is taken by condemnation or if the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation during the Term, this Lease shall be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such temporary taking for use or occupancy of all or any part of the Premises, Tenant shall be entitled to appear, claim, prove and receive the portion of the award that represents the cost of restoration of the Premises and the use or occupancy of the Premises after the end of the Term hereof. In any event of any such condemnation of any portion of the Land other than the Building, Landlord shall be entitled to appear, claim, prove and receive all of the award.

14.  ASSIGNMENT AND SUBLETTING .

A. Subject to any provisions of this Section to the contrary, Tenant shall not, without the prior written consent of Landlord (not to be unreasonably withheld), (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease, or any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect. There shall be no partial assignment of Tenant’s interest in this Lease. The term “sublease” and all words derived therefrom, as used in this Section, shall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. Landlord’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Landlord may condition its consent upon execution by the subtenant or assignee of an instrument confirming such restrictions on further subleasing or assignment and joining in the waivers and indemnities made by Tenant hereunder.

B. If Tenant desires the consent of Landlord to an assignment or subletting, Tenant shall submit to Landlord at least thirty (30) days prior to the proposed effective date of the assignment or sublease a written notice which includes:

(1) all documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and

(2) sufficient information to permit Landlord to determine the identity and character of the proposed subtenant or assignee and the financial condition of the proposed assignee.

C. If Landlord does not terminate this Lease, in whole or in part, it may, nevertheless withhold its consent to such assignment or subletting if:

(1) in the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business or attracts a volume, frequency or type of employee or visitor which is not in keeping with the standards maintained by Landlord in the Building or that will impose an excessive demand on or use of the facilities or services of the Building;

(2) in the reasonable judgment of Landlord the subtenant or assignee does not have a financial condition comparable to other tenants in the Building;

(3) in the reasonable judgment of Landlord the purpose for which the subtenant or assignee intends to use the subleased space is in violation of the terms of this Lease or the lease of any other tenant in the Building which prohibits such use;

(4) the subtenant or assignee is a governmental authority or agency or an organization or persons enjoying sovereign or diplomatic immunity; or

(5) such assignment or subletting would cause a default under another lease in the Building or under any ground lease, deed of trust, mortgage, restrictive covenant, easement or other encumbrance affecting the Land.

D. In addition to withholding its consent, Landlord shall have the right to terminate this Lease as to that portion of the Premises which Tenant seeks to assign or sublet, whether by requesting Landlord’s consent thereto or otherwise. Landlord may exercise such right to terminate by giving written notice to Tenant at any time prior to Landlord’s written consent to such assignment or sublease. In the event that Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises on the later of (i) the proposed date for possession by such assignee or subtenant, or (ii) ninety (90) days after the date of Landlord’s notice of termination to Tenant.

E. In the event that Landlord consents to any assignment or sublease of any portion of the Premises, as a condition of Landlord’s consent, if Landlord so elects to consent, Tenant shall pay to Landlord its reasonable attorneys’ fees and other reasonable costs and expenses incurred by Landlord in connection with such assignment or sublease plus any profit derived by Tenant from such assignment or sublease. Tenant shall furnish Landlord with a statement certified by an independent certified public accountant, setting forth in detail the computation of profit (which computation shall be based upon generally accepted accounting principles), and Landlord, or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and to make copies thereof. Any rent in excess of that paid by Tenant hereunder for the Premises so assigned or sublet realized by reason of such assignment or sublease shall be deemed an item of such profit payable to Landlord. If a part of the consideration for such assignment or sublease shall be payable other than in cash, the payment to Landlord shall shall be payable in accordance with the foregoing percentage of the cash and other non cash considerations in such form as is satisfactory to Landlord. Such profits shall be paid to Landlord promptly by Tenant upon Tenant’s receipt of such excess rent from such assignee or subtenant or at such other time as Tenant shall realize its profits from such assignment or sublease. If such sublease or assignment is part of a larger transaction in which other assets of Tenant are being transferred, the consideration for the assignment or sublease shall be the fair market value of such assignment or the fair market rental for such sublease, as reasonably determined by Landlord.

F. Tenant acknowledges that this Lease is a lease of nonresidential real property and, therefore agrees that Tenant, as the debtor in possession, or the trustee for Tenant (collectively “the Trustee”) in any proceeding under Title 11 of the United States Bankruptcy Code relating to bankruptcy, as amended, or under any similar federal or state statute (collectively, the “Bankruptcy Code”), shall not seek or request any extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief.

If the Trustee proposes to assume or to assign this Lease or sublet the Premises (or any portion thereof) to any person who shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the Trustee, the Trustee shall give Landlord, and lessors and mortgagees of Landlord of which Tenant has notice, written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which the Trustee makes application to the bankruptcy court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this Lease or subletting of the Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease.

The Trustee shall have the right to assume Tenant’s rights and obligations under this Lease only if the Trustee: (i) promptly cures, or provides adequate assurance that the Trustee will promptly cure, any default under this Lease; (ii) compensates, or provides adequate assurance that the Trustee will promptly compensate, Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant’s de