AMENDED AND RESTATED OFFICE LEASE BY AND BETWEEN MERRITT-LT1, LLC, LANDLORD AND NEUSTAR, INC., TENANT

Exhibit 99.2

AMENDED AND RESTATED OFFICE LEASE
BY AND BETWEEN

MERRITT-LT1, LLC, LANDLORD AND

NEUSTAR, INC., TENANT

ii

      THIS AMENDED AND RESTATED OFFICE LEASE (the “Lease”), is made this 29 ^th day of May, 2009, by and between MERRITT- LT1, LLC, a Maryland limited liability company, hereinafter called “Landlord,” and NEUSTAR, INC., a Delaware corporation, hereinafter called “Tenant.”

RECITALS

     A. Landlord and Tenant entered into an Amendatory Lease Agreement dated May 16, 2001, which amended a Lease dated May 19, 2000, for premises located in Building X, Loudoun Tech Center, 46000 Center Oak Plaza, Sterling, Virginia 20166, as subsequently amended (collectively, the “Original Lease”).

     B. The parties wish to amend the Original Lease to provide, inter alia, that Tenant will lease the entire Building and the term of the Original Lease shall be extended.

     C. The Landlord and Tenant now wish to amend and restate the Original Lease in its entirety to memorialize such new or modified terms and provisions, as hereinafter provided.

WITNESSETH

      NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Landlord and the Tenant agree that the foregoing Recitals are true and correct and are incorporated herein by reference, and further agree to amend and restate the Original Lease in its entirety as follows:

      WITNESSETH, that in consideration of the rental hereinafter agreed upon and the performance of all the conditions and covenants hereinafter set forth on the part of the Tenant to be performed, the Landlord does hereby lease unto the said Tenant, and the latter does lease from the former the following premises (hereinafter sometimes called the “Premises”):

      Being all those Premises outlined in red on the Lease Plan attached hereto as Exhibit A , said Premises containing approximately 60,178 rentable square feet and comprising all of the rentable square footage in the Building (as hereinafter defined). The Tenant’s space, being located within the building (hereinafter sometimes called the “Building”) known as “Building X,” is situate on a parcel of land (hereinafter sometimes called the “Property”) located in the development known generally as Loudoun Tech Center (the “Park”), at 46000 Center Oak Plaza, Sterling, Loudoun County, Virginia 20166.

     This Lease is made subject to the following additional terms, covenants and conditions:

      1. Term; Renewal Options.

          (a) The term of this Lease shall be for a period of ten (10) year(s), beginning on September 1, 2010 (the “Lease Commencement Date”). Landlord agrees that it will, prior to the

Lease Commencement Date, at its sole cost and expense, commence and pursue to completion the Landlord’s Work set forth on Exhibit B attached hereto.

          (b) Provided there is no existing Event of Default by Tenant hereunder, Landlord hereby grants to Tenant the right to renew the Lease for up to four (4) additional terms of five (5) years each by giving Landlord written notice of Tenant’s election to exercise any such renewal option not later than 365 days prior to the commencement of the applicable renewal term. In the event any option is exercised in a timely manner, the Lease shall be extended for the applicable renewal term under the same terms and conditions as are set forth in the Lease, except that there shall be no further renewal options after the fourth renewal term and the base rent, which shall not include additional rent required under this Lease for Operating Costs, CAM, and similar expenses charged hereunder (the “Base Rent”), shall be increased annually during each year of the renewal terms to a rental rate equal to 102.50% of the Base Rent for the immediately preceding year.

      2. Rental.

          (a) As used herein, the “First Rental Year” shall mean the period from the Lease Commencement Date to the end of the twelfth (12th) full calendar month thereafter; subsequent Lease years shall commence on the first (1st) day of the next month of the Lease term and on each anniversary thereafter. The Base Rent shall be as follows:

Tenant covenants and agrees to pay all rentals reserved hereunder to Landlord, without notice or demand, in advance, on the first (1st) day of each month during the term of this Lease, without setoff or deduction, except as set forth in Section 14. The rental for any fractional monthly periods at the beginning or at the end of each Lease year shall be prorated on a per diem basis and shall be payable on the date upon which the Lease term commences, and on the first (1st) day of the last partial month of the Lease term, respectively. Tenant covenants and agrees that it will not prepay any rent more than one (1) month in advance without Landlord’s prior written consent.

          (b) All rentals shall be paid to MERRITT PROPERTIES, LLC c/o Merritt, 2066 Lord Baltimore Drive, Baltimore, Maryland 21244, or at such other place or to such appointee of the Landlord as the Landlord may from time to time designate in writing.

      3. Use.

Tenant covenants and agrees to use and occupy the Premises solely for the following purposes: Offices for the use of Tenant, its officers, agents and employees, and other uses incidental thereto not prohibited by applicable law, including without limitation administration, training (for Tenant or Tenant’s customers or clients), food preparation by Tenant’s employees or caterers hired by Tenant for the employees’ own consumption in kitchens provided for such employees, data center, call center, light assembly (such as electronic lab work, software development, systems integration, assembly of boxes, and the like) and a private fitness center for use by Tenant’s employees. Tenant agrees to comply with all applicable zoning and other laws and regulations, and to provide and install at its own expense any additional equipment or alterations required to comply with all such laws and regulations as required from time to time (excluding any equipment or alterations required by law in all buildings of similar use or zoning in the jurisdiction containing the Building). Tenant further agrees not to make, or cause or permit to be made, any use of the Premises which shall constitute a nuisance or shall interfere with the rights of other tenants in the Building to quietly enjoy, use and occupy the Premises leased by them and the common areas of the Building, or which shall overburden the available parking provided by Landlord at a rate equal to four parking spaces per 1,000 square feet of leaseable demised premises. Tenant will not permit, allow or cause any public or private auction sales or sheriffs’ or constables’ sales to be conducted on or from the Premises.

      4. Service and Utilities.

          (a) Subject to the provisions of subsection (c) below, Landlord agrees that all hot and cold water, sewer, electricity, gas, telephone and other utilities are available and shall be supplied to the Premises in sufficient quantities to meet Tenant’s reasonably anticipated requirements for general office use.

          (b) Tenant agrees to pay to Landlord as additional rent, all water rent and sewer service charges chargeable to the Building. Tenant shall pay to Landlord all costs of electricity, gas, telephone and other utilities used or consumed on the Premises, together with all taxes, levies or other charges on such utilities.

          (c) Landlord agrees to provide the above-listed utilities. Landlord also agrees to provide maintenance, repair and refurbishing for the roof, exterior Building, exterior site, and Building utility systems and fire and life safety systems (but excluding the HVAC system Tenant installed for use in LAN rooms and any other specialty equipment hereinafter installed by Tenant, including but not limited to a specialty fire suppression system or an emergency electrical generator (the “Tenant’s Specialty Equipment”)); and landscaping, maintenance, repair, refuse removal (it being understood that Tenant will be responsible for maintenance, repair and replacement of the Tenant’s Specialty Equipment), window cleaning, snow removal, illumination of the parking and common areas within the Property, and access to and use of the Property twenty-four hours per day, seven days per week. In addition, Landlord shall provide janitorial services for the interior of the Premises throughout the term of the Lease.

          (d) Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rent be abated by reason of (i) the installation,

use of interruption of use of any equipment in connection with the furnishing of any of the services to be furnished by Landlord as set forth in this Lease; (ii) failure to furnish or delay in furnishing any such services where such failure or delay is caused by accident or any condition or event beyond the reasonable control of Landlord, or by the making of necessary repairs or improvements to the Premises or Building; or (iii) the limitation, curtailment or rationing of, or restrictions on, use of water, gas or any other form of energy serving the Premises or Building; except in each case to the extent caused by Landlord’s negligence or willful acts or that of Landlord’s agents, employees, contractors, invitees or licensees. Landlord shall not be liable under any circumstances for a loss of or injury to property or business, however occurring, through or in connection with or incidental to failure to furnish any such services, except to the extent caused by Landlord’s negligence or willful acts or that of Landlord’s agents, employees, contractors, invitees or licensees. Notwithstanding the foregoing, if such failure to provide services is caused by Landlord’s negligence or willful misconduct and shall continue for five (5) consecutive days, then all rent shall be abated from the sixth (6 ^th ) day until such services are fully restored.

      5. Operating Costs.

          (a) “Operating Costs” are the reasonable costs of managing, operating, maintaining, repairing, refurbishing and insuring the Building and all common areas and facilities within the Property (including, but not limited to, elevators, stairwells, loading areas, parking areas, pavements and walkways, landscaping, gardening, storm drainage, and other utility systems); the cost of utilities for such common areas and facilities; fire protection and security services, if any; traffic control equipment; repairs; parking lot striping; lighting; sanitary control; janitorial services; removal of trash, rubbish, garbage and other refuse; depreciation on or rentals of machinery and equipment used in such maintenance over its useful life on a straight line basis; the cost of personnel on-site to implement such services; all insurance of whatsoever nature kept, or caused to be kept, by Landlord out of or in connection with the ownership of the Building and common areas, including, but not limited to, insurance insuring the same against loss or damage by, or abatement of rental income resulting from, fire and other such hazards, casualties, and contingencies, and liability and indemnity insurance; plus the actual administrative and overhead costs of Landlord’s on-site building engineer, building manager or maintenance worker in conformance with Landlord’s current practice as of the date of this Lease. Such costs shall not include (i) the cost of any capital improvements or capital expenditures in or to the Building, the Property or the Premises as determined under generally accepted accounting principles; (ii) work which Landlord performs specifically for or at the expense of any other tenant of the Building; (iii) maintenance of the HVAC system serving the Premises and maintenance of any other HVAC systems serving other portions of the Building; (iv) trash removal from the dumpster located on the exterior of the Building; (v) costs related to ground rent, interest or debt service; (vi) penalties, fines or late charges, or any other costs which may be incurred as the result of the negligent or willful misconduct of Landlord or Landlord’s agents, employees, invitees, licensees and contractors; (vii) any amounts payable to Landlord or any affiliate of Landlord, except payment for services rendered where the charges for such services are reasonably commensurate with the charges for similar services provided by similarly qualified persons in the geographical location in which the Property is located; (viii) management fees in excess of four percent (4%) of gross rent received by Landlord; (ix) depreciation;

(x) reserves; (xi) any reimbursed expense; (xii) legal and accounting fees; (xiii) environmental clean-up expenses; (xiv) Landlord’s overhead and administrative expenses for off-site personnel; (xv) leasing or sales commissions, marketing costs or promotional expenses; or (xvi) costs relating to casualty or condemnation. “Operating Costs” shall also include all taxes and assessments (as hereinafter defined) levied or assessed against the Property and Building, whether as a result of an increase in the tax rate, or the levy, assessment or imposition of any tax on real estate as such not now levied, assessed or imposed, including, without limitation, assessments, fees or charges of the Loudoun Tech Owner’s Association, its successors or assigns, or other community or neighborhood association. The foregoing shall apply to real estate taxes assessed against the common areas or Building generally, and resulting from any improvements placed thereon by Tenant. “Taxes” as used herein shall also include, but not by way of limitation, all paving taxes, special paving taxes, special taxing district assessments and any and all other benefits or assessments which may be levied on the Property or the Building, but shall not include any income tax (on the income or rent payable hereunder or otherwise), and shall not include taxes or assessments related to other buildings or improvements located within the Property, franchise, transfer, inheritance or capital stock taxes. “Taxes” shall also include all reasonable expenses incurred by Landlord (including reasonable attorneys’ fees and costs) in contesting any increase in, or applying for any reduction of, a tax assessment.

          (b) “CAM” shall mean the total costs incurred by Landlord for the operation, maintenance, repair, insuring and management of all common facilities within Landlord’s entire property, consisting of approximately forty-three (43) acres (the “Park”) including, but not limited to, common roads, snow removal, lighting of common areas, Taxes payable by Landlord, or its successors, with respect thereto and other similar operational and maintenance expenses. CAM shall not include any Operating Costs incurred or payable in connection with any other buildings (and their adjacent parking and common areas) within the Park, it being intended that CAM shall include only such costs which are incurred by Landlord for the common benefit of all tenants of the Park, such as access roads, illumination thereof, etc.

          (c) Tenant shall pay Landlord its proportionate share of Operating Costs throughout the Lease term, which proportionate share is the same proportion which the rentable square foot area of the Premises (60,178 rentable square feet) bears to the total rentable square foot area of the Building (60,178 square feet) or one hundred percent (100%) (“Tenant’s Percentage”). Tenant shall also pay Landlord its proportionate share of CAM, which shall be determined by dividing the total rentable square foot of the Building by the total rentable square foot area of all improvements within the Park (392,289 rentable square feet) and multiplying the same by Tenant’s Percentage.

          (d) Anything in this Lease to the contrary notwithstanding, Tenant shall pay to Landlord, as additional rent, an amount equal to the product obtained by multiplying the number of rentable square feet comprising the Premises by the actual cost per rentable square foot of (i) water, sewer, gas, electric and all other utility services for the Property or Park, including but not limited to utilities for the heating and cooling of the Building (both common areas and space leased to tenants), and (ii) snow and ice removal and all costs associated with such snow and ice removal. To the extent that any such costs are excluded from the calculation of Operating

Expenses or CAM or are billed separately to Tenant under this Section 5(d) or otherwise, the same shall not also be included in “Operating Expenses” or as part of “CAM” under this Section 5.

          (e) Landlord shall notify Tenant from time to time of the amount which Landlord estimates will be the amount payable by Tenant in accordance with subsections (b) and (c) above, and Tenant shall pay such amounts to Landlord in equal monthly installments, in advance, on the first day of each month, simultaneously with payments of the rent reserved pursuant to Section 2 hereof. On or before April 30 ^th of each year of the term, Landlord shall submit to Tenant a statement showing the actual amounts incurred by Landlord as set forth in subsections (b) and (c), the amount theretofore paid by Tenant, and the amount of the resulting balance due thereon, or overpayment thereof, as the case may be. In the event any balance may be due by Tenant, Tenant shall pay said balance within thirty (30) days from the date of such statement. In the event Tenant has made any overpayment, such overpayment shall be credited by Landlord against the next installment or installments of rent and Operating Costs which are due and payable hereunder, or if the term of this Lease has expired, such overpayment shall be refunded by Landlord to Tenant, without interest, within thirty (30) days after the date of such statement. Each such statement submitted by Landlord shall be final and conclusive between the parties hereto as to the matters therein set forth, if no objection is raised with respect thereto within one hundred fifty (150) days after submission of each such statement, except to the extent that (a) if an error or omission is discovered in a subsequent year which resulted in an overcharge to Tenant of five percent (5%) or more, then Tenant shall have the right, by written notice to Landlord within thirty (30) days after such overcharge is discovered, to audit Landlord’s records with respect to the preceding two Lease years, or (b) if there is fraud or misrepresentation of a material item in Landlord’s statement with respect to Operating Costs or CAM for any Lease year, Tenant shall have the right, by written notice to Landlord within thirty (30) days after Tenant’s discovery thereof, to audit Landlord’s books and records pertaining to Operating Costs and CAM for all prior Lease years.

          (f) Notwithstanding any of the foregoing provisions of this Section 5, (i) Operating Costs, as used herein, shall be allocated only to the Building and all land and common area and facilities, including parking areas, which are directly adjacent, allocated and dedicated to the Building, (ii) the allocation of all direct and indirect personnel costs shall be equitably spread across all of the buildings and sites in the entire Park, and not just against the leased portions of the buildings in the Park, (iii) the allocation of CAM fees shall not be charged or allocated against vacant office space in the Park, and (iv) Tenant shall have thirty (30) days from the date of Tenant’s receipt of the year end invoice to pay its pro rata share of Operating Costs and CAM.

      6. Repairs and Maintenance.

          (a) Except as expressly provided in Section 4(c), this Section 6 or Exhibit B , Landlord shall be under no liability, nor have any obligation to do any work or make any repairs in or to the Premises, and any work which may be necessary to outfit the Premises for Tenant’s occupancy or for the operation of Tenant’s business therein is the sole responsibility of Tenant and shall be performed by Tenant at its own cost and expense. Tenant acknowledges that it is in

possession of the Premises and has fully inspected the Premises prior to execution of this Lease, and that Landlord has made no warranties or representations with respect to the condition or state of repairs of the Premises except as specifically provided in this Lease. In furtherance of its obligations under Section 4(c), Landlord shall make all structural repairs to the roof, walls and foundations of the Building as needed and shall maintain and repair all Building systems (excluding the Tenant’s Speciality Equipment), all common areas, grounds and land in reasonably good condition. Notwithstanding the foregoing, other than routine periodic maintenance, Tenant (and not Landlord) shall be responsible for the repairs of any items if the necessity therefor was caused in whole or primarily in part by the gross negligent act or omission or misuse of Tenant, its agents, officers, employees, contractors, licensees, sublessees or invitees (except to the extent the cost of such work is provided through insurance maintained by Landlord under this Lease).

          (b) Tenant, at Tenant’s sole expense, shall, except for services furnished by Landlord pursuant to Section 4 and this Section 6, maintain the Premises in good order, condition, and repair, including the Tenant’s Speciality Equipment and the interior surfaces of the ceilings, walls and floors and all doors and all interior windows. Tenant shall also be responsible for the cost to maintain at all times in good order, condition and repair, the Tenant’s Speciality Equipment, whether the same was installed initially, or at a later date, by Landlord or by Tenant. The costs incurred by Landlord to maintain such LAN HAVAC (if not properly maintained by Tenant) shall be billed to Tenant as additional rent, and shall be payable by Tenant within thirty (30) days following receipt of the billing statement.

          (c) Tenant shall be responsible for all repairs in and to the Building the need for which arises out of (i) the moving of Tenant’s property into or out of the Building; or (ii) any negligence of Tenants, its agents, contractors, employees or invitees (except to the extent that the cost thereof is covered by insurance maintained by Landlord under this Lease).

          (d) If Tenant fails to maintain the Premises in good order, condition and repair, Landlord may give Tenant notice to do such acts as are reasonably required to so maintain the Premises. If Tenant fails to commence such work promptly and diligently prosecute it to completion, Landlord shall have the right, following not less than ten (10) days’ prior written notice to Tenant (except if such failure results in an emergency condition, the notice period may be reduced commensurate with such emergency), to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant within fifteen (15) days after demand, with interest from the date of such work, at a rate equal to the prime commercial rate of interest published by the Wall Street Journal closest to the date such work was commenced. Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use of the Premises by Tenant as a result of performing any such work.

          (e) Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry two hundred pounds per square foot. Landlord reserves the right to consult with its structural engineer if necessary, in Landlord’s opinion, to resolve any questions concerning this matter, in which event the determination of the

engineer shall be conclusive and the cost of any such determination shall be paid for by Tenant upon demand. Tenant shall not install business machines or mechanical equipment which cause noise or vibration to such a degree as to be reasonably objectionable to Landlord or other Park tenants.

          (f) Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant nor shall Tenant’s obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant’s lease or required by law to make in or to any portion of the Building or the Premises, absent the negligent or willful acts or omissions of Landlord or Landlord’s agents, employees, contractors, invitees or licensees. Landlord shall, nevertheless, use reasonable efforts to minimize any interference with Tenant’s business in the Premises and with the use by Tenant, its agents, officers, contractors, employees and invitees of the common areas associated therewith.

          (g) As soon as is reasonably practicable after Tenant obtains actual knowledge thereof, Tenant shall give Landlord prompt notice of any damage to or defective condition in any part or appurtenance of the Building’s mechanical, electrical, plumbing, HVAC or other systems serving, located in, or passing through the Premises.

          (h) Upon the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord broom clean and in the same condition as on the date hereof, except for all alterations that have been performed by or on behalf of Tenant (which are governed by Section 12); normal wear and tear; and condemnation or casualty loss (provided such casualty loss is not caused by the negligent act or omission of Tenant, its agents, officers, contractors, employees or invitees (except to the extent covered by insurance to be maintained under this Lease)). Any damage to the Premises, including any structural damage, resulting from Tenant’s use or from the removal of Tenant’s fixtures, furnishings and equipment shall be repaired promptly by Tenant at Tenant’s expense, except to the extent covered by Landlord’s insurance. Landlord shall bill Tenant, as promptly as is practicable, for the costs of any cleanup and/or repairs to the Premises necessitated by Tenant’s use and occupancy thereof (normal wear and tear and losses caused by Landlord’s negligence or that of its employees, invitees, agents or contractors excepted) and such costs shall constitute additional rental due and payable hereunder notwithstanding any expiration or termination of this Lease.

      7. Compliance With Laws.

Tenant covenants and agrees that it will, at its own expense, observe and comply with all laws, orders, rules, requirements and regulations of any and all governmental departments, bodies, bureaus, agencies and officers, and all rules, directions and requirements of the local board of fire underwriters and the fire insurance rating organizations having jurisdiction over the area in which the Premises are situated, or other bodies or agencies now or hereafter exercising similar functions in the area in which the Premises are situated, in any way pertaining to the Premises or the use and occupancy thereof. Notwithstanding the foregoing, Tenant shall not be required to pay (and Landlord shall pay) the cost of any building code requirement related to capital repairs

or renovations to the Building or Property except if (i) the same relates to the interior of the Premises, and (ii) any such capital repairs or renovations are required solely as the result of any alterations made by or on behalf of Tenant to the Premises after the date hereof or as a result of Tenant’s specific use. In the event Tenant shall fail to comply with any of the aforesaid laws, orders, rules, or requirements, Landlord or its agents may, following not less than ten (10) days’ prior written notice (provided that in the event of an emergency, the notice period may be decreased commensurate with the emergency), enter the Premises and take all such action and do all such work in or to the Premises as may be necessary in order to cause compliance with such laws, orders, rules or requirements, and Tenant covenants and agrees to reimburse Landlord promptly upon demand for the reasonable expenses incurred by Landlord in taking such action and performing such work.

      8. Assignment and Subletting.

          (a) Tenant covenants and agrees not to assign this Lease, in whole or in part, nor to sublet the Premises, or any part thereof, nor grant any license or concession for all or any part thereof, without the prior written consent of Landlord in each instance first had and obtained, which Landlord shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing, Tenant may assign this Lease, or sublet all or any portion of the Premises to any subsidiary, affiliate or successor of Tenant, or to any person or entity that acquires substantially all the assets or capital stock of Tenant (collectively “a Related Party”) without Landlord’s prior written consent, but Tenant shall nevertheless give Landlord written notice of any such assignment or sublease within five (5) days after the effective date thereof. If any assignment or subletting is permitted pursuant to this subsection (whether or not to a Related Party), Tenant shall not be relieved from any liability whatsoever under this Lease Agreement. In the event that the amount of the rent or other consideration to be paid to Tenant by any assignee or sublessee (other than a Related Party) is greater than the rent required to be paid by the Tenant to the Landlord pursuant to this Lease after reimbursement of any reasonable costs incurred by Tenant (such as tenant’s improvements, legal fees, brokerage commissions and the like) incurred by Tenant in procuring such assignment or sublease (the “Profit”), Tenant shall pay Landlord fifty percent (50%) of the Profit when and as received by Tenant from such assignee or sublessee. Landlord shall not be entitled to any portion of the Profit in the event the assignee or sublessee is a Related Party. Any consent by Landlord to an assignment or subletting shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. An assignment for the benefit of Tenant’s creditors shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in writing. In the event Tenant desires to assign this Lease or to sublease more than fifty percent (50%) in the aggregate of the Premises then leased by it to a party other than a Related Party, and for fifty percent (50%) or greater of the remaining term under this Lease, then Landlord shall have the right and option to terminate this Lease, which right and option shall be exercisable by written notice from Landlord to Tenant within ten (10) business days from the date Tenant gives Landlord written notice (“Sublet Notice”) of its desire to assign this Lease or sublet more than 50% of the Premises to other than a Related Party. In such event, the termination of this Lease shall be effective on the date that Tenant would have delivered the Premises (or a portion thereof) to the assignee or subtenant, as provided in its Sublet Notice. If Landlord fails to give

timely notice of such termination election, then Landlord shall be deemed to have approved such requested sublease or assignment as requested by Tenant.

          (b) It is agreed that it shall not be a reasonable basis for Landlord to withhold permission for subletting or assignments by Tenant if Landlord (i) is negotiating with the proposed subtenant(s) of Tenant for other office space owned or controlled by Landlord, or (ii) has other office space available for rent in other buildings owned or controlled by Landlord.

          (c) Landlord agrees that it will respond to any request by Tenant for an approval of a prospective sublease or assignment within ten (10) business days of Tenant’s written request to be accompanied by (i) the name of the proposed entity to include a description of the core business and the intended use of the Premises to be assigned or subleased, (ii) reasonable and customary financial information to the extent available, (iii) a floor plan showing the intended area to be subleased or assigned, and (iv) an executed term sheet setting forth the basic terms of the prospective transaction which shall not be deemed to mean a negotiated or executed assignment or sublease agreement. If Landlord fails to give timely notice of its approval or disapproval, or termination election (if applicable), then Landlord shall be deemed to have approved such requested sublease or assignment as requested by Tenant.

      9. Increase in Landlord’s Insurance Rates.

Tenant will not do, or suffer to be done, anything in or about the Premises, or keep or suffer to be kept, anything in or about the Premises which will contravene or affect any policy of insurance against loss by fire or other hazards, including but not limited to public liability, now existing or which the Landlord may hereafter place thereon, or which will prevent the Landlord from procuring such policies in companies acceptable to Landlord at standard rates. Tenant will, at Tenant’s sole expense, take all such actions and make any installations or alterations as may be necessary to obtain reasonable insurance rates for the Premises (given its character and permitted uses) and the Building caused by the occupancy of Tenant, the nature of the business carried on by Tenant in the Premises, or otherwise resulting from any act of Tenant, its agents, servants, employees or customers, or anything done or suffered to be done by Tenant, its agents, servants, employees or customers, outside of what are permitted uses hereunder. However, any installations, alterations or improvements to the Premises which could result in a reduction in insurance rates shall only be undertaken at the sole cost of Landlord, unless the same are required as the result of any installations, alterations or improvements made by Tenant to the Premises other than those for Tenant’s intended use of the Premises.

      10. Insurance — Indemnity.

          (a) Tenant covenants and agrees that from and after the Lease Commencement Date, Tenant will carry and maintain, at its sole cost and expense and in the amounts specified and in the form hereinafter provided, the following types of insurance:

               (i) Business Personal Property insurance covering Special Causes of Loss. Such Business Personal Property insurance shall not be in an amount less than that required to replace all of the Tenant’s trade fixtures, decorations, furnishings, equipment and personal property and in an amount required to avoid the

application of any coinsurance provision. Such Business Personal Property insurance shall contain a Replacement Cost valuation provision.

               (ii) Plate glass insurance covering all plate glass in the Premises (if the Premises include such glass other than ordinary windows). Tenant shall be and remain liable for the repair and restoration of all such plate glass.

               (iii) Boiler and Machinery insurance (if, at any time during this Lease, Tenant’s operations include a pressure vessel). Such Boiler and Machinery insurance will be on a Repair and Replacement basis, will be against Comprehensive perils, shall not be in an amount less than that required to replace all of the Tenant’s trade fixtures, decorations, furnishings, equipment and personal property and shall be in an amount required to avoid the application of any coinsurance provision.

               (iv) Business Income insurance covering Special Causes of Loss. Such Business Income insurance shall be in minimum amounts typically carried by prudent businesses engaged in similar operations, but in no event shall be in an amount less than the Base Rent then in effect for the Lease Year.

               (v) Commercial General Liability insurance (written on an occurrence basis) including Contractual Liability coverage insuring the obligations assumed by Tenant under this Lease, Premises and Operations coverage, Personal Injury Liability coverage, Independent Contractor’s Liability coverage. Such Commercial General Liability insurance shall be in minimum amounts typically carried by prudent businesses engaged in similar operations, but in no event shall be in an amount less than Two Million Dollars ($2,000,000) combined single limit per occurrence with a Three Million Dollar ($3,000,000) annual aggregate. If the nature of Tenant’s operations are automobile-related, Tenant may satisfy this requirement with Garage Liability insurance with limits of not less than Two Million Dollars ($2,000,000) per accident for Auto, Two Million Dollars ($2,000,000) per accident for other-than-Auto and a Three Million Dollars ($3,000,000) annual aggregate for other-than-Auto. If Tenant conducts operations at locations and/or projects other than the Premises, such annual aggregate limit will be expressed on a “per location” and/or “per project” basis, as the case may be. If the nature of Tenant’s operations are such that Tenant has seniors, children, developmentally-disabled or other vulnerable people in its care or if such people are in the Tenant’s care incidental to the Tenant’s operations, Tenant’s Commercial General Liability insurance shall not exclude coverage for Sexual Abuse and/or Molestation. Such Commercial General Liability insurance shall be primary to — and non-contributory with — any similar insurance maintained by Landlord.

               (vi) Workers’ Compensation insurance including Employer’s Liability insurance. Such Workers’ Compensation insurance shall be for the statutory benefits which may, from time to time throughout the term of this Lease, become payable in the jurisdiction in which the Premises are located. Such Employer’s Liability insurance shall be in amounts not less than One Hundred Thousand Dollars ($100,000) for each accident, Five Hundred Thousand Dollars ($500,000) as a policy limit for

disease and One Hundred Thousand Dollars ($100,000) per employee for disease. Such Workers’ Compensation insurance will include a Waiver of Subrogation in favor of Landlord.

          (b) All such insurance shall: (1) be issued by a company that is “Admitted” to do business in the jurisdiction in which the Premises are located, that has been approved in advance by Landlord and that has a rating equal to or exceeding A: IX from A.M. Best Company; (2) (except for Workers’ Compensation and Employer’s Liability) name Landlord, the managing agent of the Building (if any) and the holder of any Mortgage as Additional Insureds/Loss Payees, as applicable; (3) contain an endorsement prohibiting cancellation or failure to renew without the insurer first giving Landlord thirty (30) days’ prior written notice (by certified or registered mail, return receipt requested) of such proposed action (no less than ten [10] days’ notice of cancellation or failure to renew for non-payment of premium).

          (c) No such Commercial General Liability, Automobile Liability, Workers’ Compensation or Employer’s Liability insurance shall contain a self-insured retention provision except as otherwise approved in writing by Landlord, which approval shall not be unreasonably withheld. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of similar buildings as that which contains the Premises to require similar-sized tenants in similar industries to carry insurance of such higher minimum amounts or of different types. At the commencement of this Lease, Tenant shall deliver a certificate of all required insurance and will continue throughout the term of this Lease to do so not less than ten (10) days prior to the expiration of any required policy of insurance. Neither the issuance of any insurance policy required under this Lease nor the minimum limits specified herein shall be deemed to limit or restrict in any way Tenant’s liability arising under or out of this Lease.

          (d) All insurance shall provide that the insurer thereunder waives all right of recovery by way of subrogation against Landlord, its partners, employees, agents, representatives and any other party required to be the recipient of such a waiver under the terms of any written contract or agreement with Landlord pertaining to this Lease and/or to the Premises, in connection with any loss or damage covered by such policy. Tenant shall, and does hereby, indemnify and hold harm