OFFICE LEASE

1.      Lease Date: October 10, 2005.

2.      Landlord: NorthPark Partners ESI, LLC, a Missouri limited liability company.

3.      Tenant: Express Scripts, Inc., a Delaware corporation.

4.      The term "Building" shall mean an office building containing approximately 315,000 rentable square feet (RSF) on three (3) floors plus a lower level that Landlord shall construct in the development to be known as “University Place/NorthPark, University of Missouri-St. Louis Business, Technology and Research Park” (the “Park”). The Park will be situated on the northern portion of the University of Missouri at St. Louis ("UMSL") campus as shown on the Site Plan attached hereto as Exhibit A . The exact square footage of the Building will be determined by BOMA measurement as provided in Section 1.E.

5.      The term "Property" shall mean the land that is being ground leased by Landlord from the Ground Lessor (as defined below) and on which the Building will be constructed (the “Land”), together with (i) all improvements on the Land, including the Building, and (ii) any and all rights, appurtenances, easements and amenities appertaining to the Land to the extent the same are leased to Landlord under the Ground Lease. A legal description of the Land is attached hereto as Exhibit A-1 . The Land is subject to adjustment as described in Section 55 hereof. The Land initially comprising the Property contains 14.883 acres.

6.      The term "Premises" means the premises being leased by Tenant hereunder, which initially includes the entire Property, as the same may be expanded pursuant to Section 49, and which may later be reduced as a result of the exercise of Tenant’s “give back rights” in Section 40. The Premises is also subject to adjustment as described in Section 55 hereof.

7.      Permitted Use: any lawful use, subject to the restrictions in Section 1B.

8.      Address of Landlord for notices and for payment of Rent (and see Section 23 of the Lease):

        NorthPark Partners ESI, LLC

        1001 Boardwalk Springs Place, Suite 200

        O’Fallon, Missouri 63368

        Attn: Christopher P. McKee

        Telecopy No.: 636-561-9301

9.      Address of Tenant for notices before Commencement Date (and see Section 23 of the Lease):

                  Express Scripts, Inc.

               6 625 West 78th Street

       Bloomington, MN 55439

                        Attn: Tom Rocheford, Vice President, Facilities

                        Telecopy No.: (952) 837-7101

With a copy to:

Express Scripts, Inc.

13900 Riverport Drive

Maryland Heights, Missouri 63043

Attn: Thomas Boudreau

Telecopy No.: (314) 702-7120

10.      Address of Tenant for notices after Commencement Date (and see Section 23 of the Lease):

                     Express Scripts, Inc.

                 6625 West 78th Street

                 Bloomington, MN 55439

                 Attn: Tom Rocheford, Vice President, Facilities

                 Telecopy No.: (952) 837-7101

With a copy to:

Express Scripts, Inc.

University Place Drive

St. Louis, Missouri 63121

Attn: Thomas Boudreau

Telecopy No.: (314) 702-7120

11.     Initial Lease Term: approximately ten (10) years and six (6) months from the Commencement Date, ending as per Section 4 of this Lease.

12.      Commencement Date: upon the later of (i) March 1, 2007 (the “Scheduled Date”); or (ii) upon Substantial Completion (as defined in Sections 4.B), and subject to adjustment as provided in Section 4.C.

13.      Expiration Date: the date approximately ten (10) years and six (6) months after the Commencement Date - the exact date determined as per Section 4.A of this Lease.

14.      Renewal Options: two (2) additional terms of five (5) years each. See Section 37.

15.      Annual Base Rent During Initial Term: see Exhibit B .

16.      Annual Base Rent During Each Renewal Term, if applicable: See Section 37.B of this Lease.

17.      Monthly Installments of Base Rent: one-twelfth (1/12th) of applicable annual Base Rent.

18.      Taxes: Details in Section 6. Tenant pays 50% of the amount that would be due as Taxes during years 2007 through 2016 if Taxes had not been abated, and 100% of Taxes commencing in 2017.

19.      Tenant's Repair Obligations: Tenant shall maintain the Premises as per Section 9 of this Lease.

20.      Landlord's Repair Obligations: See Section 7.A of this Lease.

21.     Utilities: Tenant provides all utilities at Tenant's expense.

22.     Services: Landlord provides services as per Sections 7 and 51 of this Lease. Tenant provides all other services. Services are subject to change if Tenant exercises its give back rights. See Section 40.B.

23.      Security Deposit: none.

24.     Tenant's Required Liability Insurance coverage: $2,500,000 See Section 8.B of this Lease. Worker's compensation insurance required also as per Section 8.C.

25.     Tenant's Required Casualty Insurance coverage: all risk, full replacement cost on Tenant's property and on all leasehold improvements. See Section 8.B of this Lease.

26.     Landlord's Required Insurance: See Sections 8.A and 8.C.

27.     Landlord's Broker or Agent: none.

28.     Tenant's Broker or Agent: Grubb & Ellis Company.

29.     Guarantor(s): none.

30.     Signage: See Section 31.

31.     Parking: at no charge, on an unreserved basis, according to the ratio stated in Section 30. All parking is onsite on the Premises. Landlord’s current building design includes 920 covered parking spaces in a parking structure of 1,440 spaces. The balance of the parking is on surface lots. The parking areas are subject to adjustment. See Sections 30 and 55.

32.     Subletting and Assignments: See Section 14.

33.     Landlord Improvements: As per Section 2, Landlord at Landlord’s expense shall complete the work described on the Outline Plans and Specifications listed on Exhibit C .

34.     Tenant Improvements: As per Section 3 of the Lease, Landlord will perform the Tenant Improvements. The Tenant Improvement Allowance shall be provided by Landlord to be applied toward the cost of the Tenant Improvements, and if the cost of the Tenant Improvements exceeds said Allowance, the excess shall be paid by Tenant.

35.     Tenant Improvement Allowance: An allowance of forty-one dollars ($41.00) per rentable square foot, which may be used at Tenant’s discretion for any expense related to the Premises. The Tenant Improvement Allowance is subject to adjustment for Tenant requested change orders. See Section 3 for additional details.

36.     Critical Milestone Dates: See Section 4.E.

37.     Obligation to Reimburse Capital Expenditures Upon Expiration: See Section 39.

38.     Tenant Option to Reduce Space: See Section 40.

39.     Tenant's Early Termination Option: See Section 41.

40.     Landlord Obligation Relating to Tenant's Old Premises: See Section 42.

41.     Alternative Dispute Resolution: See Section 46 and Exhibit G .

42.     Ground Lease Contingency: See Section 48.

43.     Tenant Condemnation Contingency: See Section 49.

44.     Economic Incentives: See Section 50.

45.     Pricing Re Property Management Services: See Section 51.

Attachments: This Lease is supplemented by the following Exhibits or Addenda, which are part of the Lease and which are incorporated by reference into the Lease:

Initials:

L__________

T__________

A.      The Curators of the University of Missouri, a public corporation ("Ground Lessor") owns the Property;

B.      Ground Lessor and Landlord are parties to a 99 year Ground Lease for the Property (the "Ground Lease");

C.      Landlord and Tenant desire for Landlord to construct a building and other improvements on the Property, and to sublease the Property, as so improved, to Tenant, on terms set forth in this Lease.

NOW, THEREFORE, Landlord and Tenant, in consideration of the premises and of the mutual duties and obligations undertaken by Landlord and Tenant as hereinafter set forth, hereby agree as follows:

1.      Lease of Premises; Use.

               A.      Subject to the terms, covenants and conditions of this Lease, Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord.

               B.      Any lawful use is acceptable; provided that Landlord’s consent shall be required for any utilization of the Premises that would substantially increase Landlord’s insurance or maintenance obligations above those relating to use of the Premises as an office building or pharmaceutical distribution center. If the Building becomes multi-tenant, any change of use by Tenant will also require Landlord’s approval to ensure that the changed use is compatible with general office use. Landlord’s foregoing consent or approval such not be unreasonably withheld, conditioned or delayed. Notwithstanding any provision in this Lease to the contrary, Tenant shall not use, and shall not permit any subtenants to use the Premises for: (i) any uses that are prohibited by the Ground Lease, (ii) any uses prohibited by any recorded restrictions applicable to the Property, and (iii) any uses prohibited by applicable law. All uses of the Premises by Tenant shall be in accordance with all applicable zoning laws and shall not require parking beyond the number of parking spaces allocated to Tenant under this Lease. Tenant may not use the Premises in any manner not permitted in this Section 1.B. Tenant at Tenant's expense shall obtain all permits, licenses and other consents required for Tenant's use and occupancy of the Premises (excluding building permits for the Landlord Improvements and Tenant Improvements, which shall be obtained by Landlord).

               C.      Tenant's rights under this Lease are subject to all restrictions, Protective Covenants, covenants, easements, rights-of-way of record, if any, and applicable zoning regulations. Without limiting the foregoing, Landlord and Tenant acknowledge that the Premises and Tenant’s rights under this Lease are subject to protective covenants covering the Park that Landlord and Tenant participated in drafting with the University (the “Protective Covenants”).

               D.      Promptly after the necessary information is available, Landlord and Tenant shall execute a written memorandum setting forth the Commencement Date, the expiration date, the number of rentable square feet in the Premises, the Base Rent, Tenant's acceptance of the Landlord Improvements, and such other factual matters as Landlord or Tenant shall reasonably request (the "Lease Memorandum").

               E.      Once sufficient information is available, the Project Architect shall determine the RSF for the Building and for the Premises in accordance with BOMA   standards (including ANSI/BOMA Z65.1-1996 standard) and report the results of such calculations to Landlord and Tenant (the "BOMA Measurement"). Tenant's Base Rent as calculated pursuant to Exhibit B to this Lease, shall be based on the RSF numbers determined by the BOMA Measurement.

2.       Landlord Improvements .

       A.      Attached hereto as  Exhibit C  is a schedule of the plans and specifications comprising the outline specifications (“Outline Plans and Specifications”) for the improvements to be constructed on the Property by Landlord (the “Landlord Improvements”). The Building will have three (3) wings, each with three (3) floors and one with a lower level, and will contain a total of approximately 315,000 rentable square feet (RSF), as shown on the drawings included within the Outline Specifications.  The Landlord Improvements include the construction of a building shell, which will include all improvements to the ceiling and above, including sprinkler system, HVAC, lighting, ceiling grid and tile, all in conformance with Tenant's space plan and as outlined in the Outline Plans and Specifications. Landlord shall be solely responsible for the costs of the Landlord Improvements, including, but not limited to, design, architectural fees, permit fees, and the amounts due the “Contractor” (as hereinafter defined).

               B.      Landlord will retain Christner, Inc. as lead architect for the Landlord Improvements (the “Project Architect”) for a net (no engineering) fee of two and one-half percent (2.5%) of the cost of the Landlord Improvements and otherwise in accordance with the terms and conditions of a mutually acceptable service contract between Landlord and Christner, Inc.

               C.      Landlord intends to hire or has hired a joint venture consisting of Paric Corporation ("Paric") and Clayco Construction Company, Inc. ("Clayco") (said joint venture is referred to as "Contractor") as the general contractor to construct the Landlord Improvements.

               D.      Subject to the next paragraph, the Outline Plans and Specifications are hereby approved by Landlord and Tenant.

               E.      Landlord and Tenant shall work with the Project Architect, Contractor and Ground Lessor (for code compliance purposes only) to develop a final set of construction plans consistent with the Outline Plans and Specifications. Said construction plans once approved by Landlord, Tenant, the Project Architect, Contractor and Ground Lessor are referred to as the "Final LI Plans." The parties acknowledge that Tenant must provide its interior space plan by February 1, 2006 in order for the Tenant to be able to meet the Scheduled Date (as hereinafter defined).

               F.      Landlord and Tenant shall cooperate with the Project Architect and the Contractor to obtain the issuance of a building permit from the Ground Lessor as soon as possible. If the Ground Lessor requires any changes to the Final LI Plans, Landlord and Tenant, shall work together with the Contractor and the Project Architect to promptly resolve any issues that may arise concerning the changes requested by the Ground Lessor.

               G.      Landlord shall cause the Contractor to make its books and records pertaining to construction of the Landlord Improvements and the Tenant Improvements available for Tenant’s review at any time during normal business hours upon reasonable advance notice at a location in St. Louis or St. Charles County, Missouri. The terms of any agreement between Landlord and the Contractor shall be consistent with the foregoing, and shall provide for the work to be completed on open book basis. Neither Landlord nor the Contractor shall approve any changes in the Final LI Plans or request any change directive without Tenant’s prior written approval, and neither Landlord nor the Contractor shall execute any change orders or change directives without the prior written consent of Tenant, such consent not to be unreasonably withheld. Tenant shall respond in writing to any requests made by Landlord or Contractor for changes in the Final LI Plans within ten (10) days after Tenant’s receipt of same. If Tenant does not consent to any requested change order, Tenant’s written response shall specify Tenant’s reasons for such non-consent. Notwithstanding the foregoing, Tenant shall have the right, in its discretion, to deny any request for a change order or change directive that (i) in Tenant’s reasonable opinion materially and adversely affects the Premises; or (ii) results in any increased cost payable by Tenant.

               H.      Landlord shall cause the Contractor to (i) proceed diligently to complete the Landlord Improvements, (ii) provide to Landlord and Tenant, prior to the start of construction, a copy of the construction schedule, and (iii) keep Landlord and Tenant advised of any changes to the construction schedule.

               I.      During construction of the Landlord Improvements, Landlord or the Contractor shall carry builder's risk insurance on the Landlord Improvements.

               J.      Landlord shall cause the Contractor to construct the Landlord Improvements in a good and workmanlike manner, in accordance with all applicable laws and in substantial compliance with the Final LI Plans.

               K.      Once the Final LI Plans are developed, Landlord shall advise Tenant of the estimated cost of constructing the Landlord Improvements pursuant to such Final LI Plans (the “Estimated LI Cost”). From time to time during the course of construction of the Landlord Improvements, Tenant may request changes to the Final LI Plans (each a “Tenant LI Change Order Request”, and collectively the “Tenant LI Change Order Requests”). Any Tenant LI Change Order Request shall be subject to the approval of Landlord, not to be unreasonably withheld. Within five (5) business days after receipt of a Tenant LI Change Order Request, Landlord shall notify Tenant in writing whether it is willing to approve the subject Tenant LI Change Order Request and if Landlord is not willing to approve such Request, such notice shall include Landlord’s reasons therefor. If Landlord advises Tenant that it is willing to approve the subject Tenant LI Change Order Request, Landlord’s notice shall include a memorandum setting forth the impact on cost and schedule resulting from such Tenant LI Change Order Request (each a “Tenant LI Change Order Memorandum”). Tenant shall, within five (5) business days following Tenant’s receipt of a Tenant LI Change Order Memorandum, either (i) execute and return the Tenant LI Change Memorandum, in which case the project budget and construction schedule shall be deemed modified automatically without further action from either party to take account of such Tenant LI Change Order Request; or (ii) retract its Tenant LI Change Order Request. Landlord shall provide Tenant with a statement summarizing all agreed-upon TI Change Order Memoranda and their cumulative effect on the Estimated LI Cost and the project schedule. If, after taking all agreed-upon Tenant LI Change Memoranda into account, the cost to construct the Landlord Improvements will exceed the Estimated LI Cost, the amount of such increase shall be deducted from the amount of the “Allowance” (as defined below). If, after taking all agreed-upon Tenant LI Change Memoranda into account, the cost to construct the Landlord Improvements will be less than the Estimated LI Cost, the amount of such decrease shall be added to the amount of the “Allowance” (as defined below).A Tenant LI Change Order Request shall not become part of the Landlord Improvements unless a written Tenant LI Change Order Memorandum is signed by Landlord, Tenant, Architect and the Contractor approving the change. Once a Tenant LI Change Order Memorandum has been signed by Landlord, Tenant, the Contractor and Project Architect (and Ground Lessor approval of the change has been obtained if required), the Final LI Plans are deemed modified by the signed LI Tenant TI Change Order Memorandum.

               L.      Tenant shall have access to the Premises at reasonable times during construction for the purpose of monitoring the construction work, and Landlord and Tenant shall promptly inform each other in writing if either discovers any defects in or other problems with Contractor's construction work. Tenant shall comply with any rules and procedures adopted by the Contractor regulating Landlord Improvements site visits.

               M.      Not less than five (5) business days prior to the anticipated Substantial Completion of the Landlord Improvements (as defined in Section 4.B), Landlord, Tenant, Contractor and Project Architect shall participate in a joint inspection of the Landlord Improvements and identify those items, if any, that are incomplete or do not conform to the Final LI Plans. At such inspection, Landlord, Tenant, Contractor and Project Architect shall also develop a schedule of “Punchlist Items”, which shall be those incomplete or nonconforming items the non-completion or non-correction of which will not cause the Landlord Improvements from being Substantially Complete (as defined in Section 4.B).

               N.      Possession of the Premises shall be delivered to Tenant on the Commencement Date (see Basic Lease Data Section of this Lease for the manner in which the Commencement Date is determined), notwithstanding that there may be Punchlist Items to be completed.

               O.      Landlord shall cause the Contractor to complete any Punchlist Items within 45 days after the Punchlist Items schedule is approved in writing by Landlord and Tenant, except that Punchlist Items that cannot be completed until the weather is appropriate (such as landscaping) shall be completed within a reasonable period of time after the weather becomes suitable for completion of such items. If requested by Landlord, Tenant shall participate in any inspections made by Landlord to verify that Punchlist Items have been completed and shall acknowledge in writing that such Punchlist Items have been completed.

               P.      Landlord hereby agrees to (i) warrant all work performed with respect to the Landlord Improvements for a period of twenty-four (24) months from the Substantial Completion of the Landlord Improvements (the “Warranty Period”) and to correct all defects in such work (at Landlord’s sole cost and expense) of which Landlord receives written notice from Tenant during the Warranty Period; and (ii) to correct all defects and perform all repairs to the portion of the Landlord Improvements during the Warranty Period, at Landlord’s sole cost and expense. Landlord shall assign to Tenant all warranties (extended or otherwise) that apply to any systems servicing the Landlord Improvements which Tenant is responsible for maintaining under the terms of the Lease, or if such warranties are non-assignable, Landlord shall enforce said warranties on Tenant’s behalf. Landlord’s warranty obligations shall not apply to defects or damages to any items subject to such warranties arising from or caused by Tenant’s neglect or misuse or arising from or caused by Tenant’s failure to comply with its obligations under this Lease.

               Q.      Landlord agrees to build and fund an entire arterial road from University Blvd. to Hanley Road (the "Road Improvements"), at no cost to Tenant in accordance with this Section 2.Q. Landlord guarantees that (i) Phase I of the Road Improvements from University Blvd. to the MetroLink tracks with a connection to Lauderdale Road will be completed by March 1, 2007; and (ii) Phase II of the Road Improvements from the MetroLink tracks to Hanley Road will be completed by December 31, 2007 subject to right-of-way acquisition delays; provided, however, Landlord agrees to use diligent and good faith efforts to avoid such delays. Said deadlines shall be subject to delays caused by Force Majeure Events. Landlord’s inability to obtain public funding or reimbursement for all or a portion of the cost of the Road Improvements shall not constitute a Force Majeure Event. Landlord agrees that if a retaining wall is required along the south boundary of the right-of-way for the Road Improvements east of the MetroLink tracks, then the plans and specifications for any such wall shall be subject to the prior written approval of Tenant. Tenant acknowledges that (i) the Road Improvements are being constructed by Landlord in cooperation with Ground Lessor and St. Louis County, and (ii) provided Tenant’s rights and obligations under this Lease are not materially and adversely affected, this Lease may need to be modified to accommodate the funding structure for the Road Improvements, as more particularly provided in Section 50 hereof.

               R.      Landlord shall seek to configure the right-of-way for the Road Improvements to allow for the placement of a monument sign at the intersection of University Blvd. and University Place. To the extent permitted under the Protective Covenants and applicable regulations, Tenant shall have the right, at Tenant’s expense, to erect a monument sign at such location. For so long as Tenant occupies more than fifty percent (50%) of the office space on the Property, Tenant shall have the sole right to use such sign. If, and when, Tenant occupies less than fifty percent (50%) of the office space on the Property, Landlord shall have the right to offer space on the monument sign to tenants at the Property occupying in excess of 50,000 square feet of space. In such event, available space on the monument sign shall be assigned to tenants on the Property on a proportionate basis allocated to the space occupied by such tenants (and the cost of maintaining and repairing such sign shall be allocated among Tenant and such other tenants on the same proportionate basis).

               S.      As part of the Landlord Improvements, the Building will be outfitted with a standard, computerized proximity card reader system at all exterior doors, which will be provided at Landlord’s expense. The Tenant will have full access to the system to control ingress and egress to various portions of the Building. Tenant shall be responsible for providing such security staffing as it may desire.

3.       Tenant Improvements .

               A.      Landlord shall be responsible for installation of the Tenant Improvements and will use Contractor for such purposes, at a cost to Tenant equal to the cost of installing the Tenant Improvements plus an agreed upon overhead and profit percentage of four and one-half percent (4.5%). Landlord will not add on any supervisory fees. Tenant may apply the “Allowance” (as defined in Section 3.C) against the cost of installing the Tenant Improvements. Tenant shall reasonably cooperate with Landlord and Contractor in connection with all aspects of planning and construction of the Tenant Improvements. Without limiting the foregoing, the following provisions shall apply:

(i)      Landlord and Tenant shall work with the Project Architect, Contractor and Ground Lessor (with respect to code compliance only) to develop a final set of construction plans for the Tenant Improvements consistent with Tenant’s space plan. Said construction plans once approved by Landlord, Tenant, the Project Architect, Contractor and Ground Lessor (with respect to code compliance only) shall be referred to as the "Final TI Plans”.

(ii)      Landlord, Tenant, the Project Architect and the Contractor shall cooperate to obtain the issuance of a building permit from the Ground Lessor for the Tenant Improvements as soon as possible. If the Ground Lessor requires any changes to the Final TI Plans, Landlord, Tenant, the Contractor and the Project Architect shall work together to promptly resolve any issues that may arise concerning the changes requested by the Ground Lessor.

(iii)      Landlord shall cause the Contractor to make its books and records pertaining to construction of the Tenant Improvements available for Tenant’s review in the same manner as applicable to the Landlord Improvements.

(iv)      Landlord shall cause the Contractor to (aa) proceed diligently to complete the Tenant Improvements in an efficient manner as it constructs the Landlord Improvements, (bb) combine the construction schedule for the Tenant Improvements with the construction schedule for the Landlord Improvements, and to provide Landlord and Tenant with a copy of such combined schedule, and (cc) keep Landlord and Tenant advised of any changes to the construction schedule.

(v)      During construction of the Tenant Improvements, Landlord or the Contractor shall carry builder's risk insurance on the Tenant Improvements.

(vi)      Landlord shall cause the Contractor to construct the Tenant Improvements in a good and workmanlike manner, in accordance with all applicable laws and in substantial compliance with the Final TI Plans.

(vii)      From time to time during the course of construction of the Tenant Improvements, Tenant may request changes to the Final TI Plans and Specifications (each a “Tenant TI Change Order Request”, and collectively the “Tenant TI Change Order Requests”). Any Tenant TI Change Order Request shall be subject to the approval of Landlord, not to be unreasonably withheld. Within five (5) business days after receipt of a Tenant TI Change Order Request, Landlord shall notify Tenant in writing whether it is willing to approve the subject Tenant TI Change Order Request and if Landlord is not willing to approve such Request, such notice shall include Landlord’s reasons therefor. If Landlord advises Tenant that it is willing to approve the subject Tenant TI Change Order Request, Landlord’s notice shall include a memorandum setting forth the impact on cost and schedule resulting from such Tenant TI Change Order Request (each a “Tenant TI Change Order Memorandum”). Tenant shall, within five (5) business days following Tenant’s receipt of a Tenant TI Change Order Memorandum, either (i) execute and return the Tenant TI Change Memorandum, in which case the cost of such TI Change Order Request shall be deemed approved and the construction schedule shall be deemed modified automatically, all as set forth in the Tenant TI Change Order Memorandum, without further action from either party to take account of such Tenant TI Change Order Request; or (ii) retract its Tenant TI Change Order Request. A Tenant LI Change Order Request shall not become part of the Tenant Improvements unless a written Tenant TI Change Order Memorandum is signed by Landlord, Tenant, Architect and the Contractor approving the change. Once a Tenant TI Change Order Memorandum has been signed by Landlord, Tenant, the Contractor and Project Architect (and Ground Lessor approval of the change has been obtained if required), the Final TI Plans are deemed modified by the signed TI Tenant TI Change Order Memorandum.

(viii)      Tenant shall have access to the Premises at reasonable times during construction for the purpose of monitoring the construction of the Tenant Improvements, and Landlord and Tenant shall promptly inform each other in writing if either discovers any defects in or other problems with Contractor's construction work related to the Tenant Improvements. Tenant shall comply with any reasonable rules and procedures adopted by the Contractor regulating Tenant Improvements site visits.

(ix)      The procedures applicable to the Landlord Improvements for determining Substantial Completion, the development of a punchlist and completion of Punchlist Items, shall also apply to the Tenant Improvements.

(x)      Landlord agrees to (i) warrant all work performed with respect to the Tenant Improvements for a period of twenty-four (24) months from the Substantial Completion of the Tenant Improvements (the “Warranty Period”) and to correct all defects in such work (at Landlord’s sole cost and expense) of which Landlord receives written notice from Tenant during the Warranty Period; and (ii) to correct all defects and perform all repairs to the portion of the Landlord Improvements during the Warranty Period, at Landlord’s sole cost and expense. Landlord shall assign to Tenant all warranties (extended or otherwise) that apply to any systems servicing the Tenant Improvements which Tenant is responsible for maintaining under the terms of the Lease, or if such warranties are non-assignable, Landlord shall enforce said warranties on Tenant’s behalf. Landlord’s warranty obligations related to the Tenant Improvements shall not apply to defects or damages to any items subject to such warranties arising from or caused by Tenant’s neglect or misuse or arising from or caused by Tenant’s failure to comply with its obligations under this Lease.

               C.      Landlord will provide a Tenant Improvement Allowance ("Allowance") of forty-one dollars ($41.00) per rentable square foot which amount is included in the Base Rent and may be used at Tenant’s discretion for any expense incurred by Tenant related to the Premises, including, but not limited to, design, space planning, construction documents, construction, computer flooring, moving expenses, telephone and data cabling, systems furniture, kitchen equipment, high density filing systems, emergency generators, supplemental HVAC equipment or other soft costs. Notwithstanding the foregoing, Tenant acknowledges that the Allowance is subject to reduction pursuant to Section 2.K. The Allowance shall be first applied toward payment of all costs incurred by Landlord in connection with installation of the Tenant Improvements, and any remaining balance shall be applied to reimburse Tenant for any Tenant Improvement costs incurred by Tenant that have not been paid by Landlord. If the cost of Landlord’s construction of the Tenant Improvements is less than the amount of the Allowance, Landlord shall pay Tenant the difference within the later of (i) thirty (30) days following the Substantial Completion Date, or (ii) five (5) business days following the date Tenant provides Landlord with a written breakdown of the expenses incurred by Tenant related to the Premises to which Tenant will apply such Allowance payment. If the cost of Landlord’s construction of the Tenant Improvements is greater than the amount of the Allowance, Tenant shall pay Landlord the difference within the later of (i) thirty (30) days following the Substantial Completion Date, or (ii) five (5) business days following the date Landlord provides Tenant with a written breakdown of the costs of installing the Tenant Improvements.

               D.      Landlord shall permit Tenant and its representatives access to the Premises and the improvements prior to the Commencement Date to examine and inspect same. Tenant will be able to enter the Building ninety (90) days prior to the Commencement Date to prepare the Building for occupancy. Any early access will be at no cost to the Tenant. Access to the Building shall only be granted to installation companies that are compatible with Landlord’s union work force. The parties acknowledge that Tenant will have to work concurrently with Landlord to prepare the Premises for occupancy by the Commencement Date. Tenant and its representatives shall use diligent good faith efforts to avoid interfering with the work of Landlord and its contractors at the Premises. Tenant shall indemnify Landlord from all losses caused by the actions or negligence of Tenant and/or its representatives following such entry. Prior to entering upon the Premises, Tenant shall provide Landlord with evidence of the insurance coverages required to be maintained by Tenant under this Lease. The foregoing indemnity obligations shall not apply to the activities of the Contractor in its performance of the Tenant Improvements.

4.       Term .  

A.      The initial term of this Lease shall be for the Initial Lease Term as described on the Basic Lease Data section, commencing on the Commencement Date described on the Basic Lease Data section. The term of this Lease shall expire at 11:59 p.m. on the day immediately prior to the ten year and six month anniversary of the Commencement Date; provided that in the event the ten year and six month anniversary of the Commencement Date falls on a date other than the last day of a calendar month, then the initial Lease Term shall extend from the Commencement Date through the last day of the calendar month during which said ten year and six month anniversary of the Commencement Date occurs. Notwithstanding the date set for the Commencement Date, the terms, provisions, covenants and conditions of this Lease (except Tenant’s obligation to pay Rent which shall not commence until the Commencement Date) shall apply and be binding upon Landlord and Tenant from and after the date hereof. For purposes of this Lease, the term “Lease Term” shall mean the Initial Lease Term, plus any extensions of such Initial Lease Term pursuant to this Lease.

B.      The term “Substantial Completion” or “Substantially Complete” means that (i) the Landlord Improvements and Tenant Improvements are complete in all material respects in accordance with the Final LI Plans and the Final TI Plans (with only such changes as were approved by Tenant in writing); (ii) approval of occupancy has been issued by Ground Lessor; (iii) the Project Architect and the Contractor have each executed and delivered to Tenant a Certificate of Substantial Completion with respect to the Landlord Improvements and the Tenant Improvements; (iv) the Landlord Improvements and Tenant Improvements are available for Tenant’s uninterrupted use and operation for the permitted use with all plumbing systems, electrical systems, heating, ventilating and air conditioning systems and equipment in good working order such that there would be no material interference with Tenant’s use and occupancy of the Landlord Improvements and Tenant Improvements caused by any incomplete work of Landlord required hereunder; and (v) the roadway from University Blvd. to Lauderdale Road has been completed substantially in accordance with all design and construction requirements of St. Louis County for public dedication of the said road, together with a temporary through connection to Hanley Road via Lauderdale Road and Geiger Road. Landlord covenants and agrees that the remaining portion of road from Lauderdale Road to Hanley Road shall be brought to County standards as soon as possible after acquisition of the right-of-way for same. The date on which the Landlord Improvements and Tenant Improvements are Substantially Complete pursuant to the foregoing is referred to as the "Substantial Completion Date". Notwithstanding the foregoing, as provided in Section 55 hereof, it is possible that Landlord may be delayed in completing a certain parking area and/or a certain parking facility serving the Building, and the non completion of such parking area and/or parking facility shall not be considered in determining whether the Landlord Improvements are Substantially Complete.

C.      If Substantial Completion has not been achieved by the Scheduled Date, then the Commencement Date and expiration date of the Lease shall be adjusted by the length of any such delay and Tenant shall be entitled to the following remedies, provided, however, that any delays caused by a “Tenant Delay” (defined below) or a “Force Majeure Event” (defined below), shall be excused:

(i)      Tenant will receive two (2) days free rent for every calendar day from the Scheduled Date until Substantial Completion is achieved (“Additional Free Rent”);

(ii)      If Substantial Completion has not occurred by the date that is ninety (90) days after the Scheduled Date, Tenant shall have the right to assume control over construction of the Landlord Improvements and the Tenant Improvements, upon thirty (30) days prior written notice to Landlord (the “Assumption Notice”); provided, that if the Project Architect certifies that Substantial Completion is possible within (90) days following the date the Assumption Notice is delivered to Landlord, and  Landlord provides reasonable evidence of its ability to achieve Substantial Completion within such 90-day period, then Tenant’s right of assumption shall not be exercisable unless Substantial Completion has not occurred by the end of such 90-day period. In the event that Tenant elects to assume control over construction of the Landlord Improvements and the Tenant Improvements pursuant to this Section 4.E(ii), Tenant shall diligently and in good faith pursue Substantial Completion. The assumption by Tenant of control over construction of the Landlord Improvements and the Tenant Improvements shall not stop liquidated damages (i.e., the Additional Free Rent) from continuing to accrue until Substantial Completion has been achieved nor shall it relieve Landlord of any liability for such liquidated damages; provided, however, that Tenant fulfills its obligation to proceed diligently and in good faith in pursuing Substantial Completion; and

(iii)      If Substantial Completion has not been achieved by the date that is one hundred twenty (120) days after the Scheduled Date, and Tenant has not previously assumed control over construction, then Tenant shall have the right to terminate the Lease upon written notice to Landlord (“Termination Notice”). Notwithstanding the foregoing, if within three (3) business days after receipt of a Termination Notice, this Lease shall not terminate and the parties’ rights and obligations hereunder shall remain in full force and effect if Landlord provides written notice to Tenant in which Landlord agrees to pay Tenant all holdover rent and other amounts payable by Tenant over and above the base rent and additional rent payable by Tenant as of the expiration date under the lease(s) for its current locations intended to be vacated upon completion of the Premises (which payment shall be in addition to the Additional Free Rent). If Landlord agrees to pay Tenant’s holdover rent and other amounts pursuant to the immediately preceding sentence, then upon the request of Tenant, Landlord shall agree to amend this Lease or provide or written assurances reasonably satisfactory to Tenant confirming the foregoing obligations of Landlord.

D.      As used herein, the term “Tenant Delay” shall mean any delay in the completion of the Landlord Improvements or Tenant Improvements caused by Tenant, including, without limitation, (i) Tenant's failure to meet any time deadlines specified in this Lease or to timely respond to any submittal or request requiring Tenant’s approval; (ii) change orders, but only to the extent any resulting delay is agreed upon by Landlord and Tenant and documented in writing pursuant to Sections 2.K or 3.A; and (iii) Tenant’s requirements for special work or materials, finishes or installations that are not readily available to Landlord and which are delivered at a time that causes a delay (Landlord will endeavor to identify any such items described in the Outline Plans and Specifications).

Landlord and Tenant shall proceed diligently and in good faith to attempt to complete the aforesaid matters by the above milestone dates, with each party responding promptly with comments, changes and feedback. In addition, Landlord and Tenant shall proceed diligently and in good faith in working with the Project Architect in developing and agreeing upon the Final LI Plans and the Final TI Plans. In the event that any of the aforesaid matters have not been completed by the applicable milestone date, despite the parties’ diligent and good faith efforts, the Scheduled Date, Commencement Date and expiration date of the Lease shall be extended by the number of days the applicable milestone date has been delayed. The Scheduled Date shall also be extended by the number of days that construction of Landlord Improvements or Tenant Improvements is delayed by Force Majeure Events as defined in Section 29. Notwithstanding the foregoing, in the event of such delay, Landlord and Tenant shall cooperate with one another to accelerate the project schedule, to the extent practicable, to make up for lost time.

5.       Rent Commencement and Base Rent .

A.      Tenant's obligation to pay Rent (as hereinafter defined) under this Lease shall commence and accrue upon the Commencement Date, except that Landlord agrees that the first $2,123,000.00 in Base Rent due shall be abated. All Rent shall be paid to Landlord at the address set forth for payment of Rent in the Basic Lease Data Section of this Lease, subject to Landlord's right to change such address from time to time by notice to Tenant.

B.      The annual base rent (hereinafter referred to as the "Base Rent") payable for each Lease Year (as hereinafter defined) shall be paid in monthly installments in the amount(s) determined per Exhibit B and set forth in the Lease Memorandum, in advance and without any set off or deduction (except as otherwise provided in Section 45), beginning on the Commencement Date, and continuing on the first day of each calendar month during this Lease Term. Base Rent shall be prorated for any partial calendar month that Tenant leases the Premises.

C.      As used herein, the term "Rent" shall mean and refer both to the Base Rent provided hereunder and Additional Rent. The term "Additional Rent" shall mean any and all payments to be made by Tenant under this Lease, other than Base Rent, including but not limited to Tenant's share of Taxes (as described in Section 6), Tenant's share of the cost of the Tenant Improvements (if owed to Landlord), interest, late charges, attorney's fees and any amounts or costs expended or incurred by Landlord in curing or by reason of any default of Tenant. Additional Rent shall be deemed for the purpose of securing the collection thereof to be additional rent hereunder, whether or not the same be designated as such, and shall be due and payable at the time provided in this Lease, and if no such time is provided it shall nevertheless be collectible as additional rent on demand or together with the next succeeding installment of Base Rent, whichever shall first occur; and Landlord shall have the same rights and remedies upon Tenant's failure to pay the same as for the non-payment of the Base Rent.

D.      As used herein, the term "Lease Year" shall mean and refer to the periods of twelve (12) consecutive calendar months commencing on the Commencement Date (provided that if the Commencement Date falls on a date other than the first day of a calendar month, then the first Lease Year shall consist of the partial calendar month in which the Commencement Date occurs plus the 12 full calendar months thereafter), and the remaining Lease Years shall be the successive periods of 12 full calendar months following the expiration of the first Lease Year, and continuing until the expiration or termination of this Lease Term. Notwithstanding the foregoing, the 11 ^th Lease Year shall mean the 6-month period extending from the 1 ^st day following the expiration of the 10 ^th Lease Year through the date that is the last day of the 6 ^th full calendar month thereafter.

E.      If Tenant shall fail to pay to Landlord any Rent or other charge due Landlord hereunder on the due date thereof, and such failure continues for two (2) business days following Landlord’s notice to Tenant of such failure, Tenant shall be assessed a late fee in an amount equal to five percent (5%) of the delinquent amount owed Landlord. Notwithstanding the foregoing, Landlord shall not be required to provide such written notice on more than two (2) occasions during any consecutive twelve (12) month period. The late charge is a one time charge that can be added by the Landlord to each applicable payment and is intended to compensate Landlord for the extra time and trouble it incurs in dealing with late payments. Pursuant to Section 15.E of the Lease, the Landlord may charge interest on late payments, in addition to charging a late fee on such late payments (such interest compensates Landlord for money that Landlord could have earned on Tenant's payment if Tenant's payment had been paid when it was due).

6.       Taxes .

A.      As provided in further detail in Section 50 hereof, in connection with Landlord’s commitment under this Lease to construct the Road Improvements, Landlord intends to seek municipal financing benefits under the Missouri Transportation Development District Act (“TDD”) and/or other economic development programs to assist Landlord and St. Louis County in the funding of the Road Improvements. Tenant agrees to cooperate with Landlord’s efforts to obtain such benefits, subject to the provisions of Section 50. As part of Landlord’s efforts to obtain such benefits, and as part of Tenant’s cooperation obligations in this Section A and in Section 50, Landlord and Tenant agree to the provisions of Sections 6.B through 6.J below.

B.      For the tax years 2007 through 2016, Tenant shall pay to Landlord, as additional rent, fifty percent (50%) of the real and personal property Taxes (defined below) that would otherwise be payable to each taxing jurisdiction had the Premises and Tenant’s personal property in the Premises not otherwise been exempt from taxation using as the basis for such calculation either the assessed value of the Premises as determined by the St. Louis County Tax Assessor (“Assessor”) (subject to Tenant’s right to appeal such assessment) or the assessed value as determined by the appraisal procedure set forth in subparagraph F below. All such amounts attributable to personal property taxes shall be timely paid by Landlord to the St. Louis County Collector of Revenue as a payment in lieu of taxes (“PILOT”) for distribution to the taxing jurisdictions in the same manner and in the same proportion as taxes on the Tenant’s personal property in the Premises would have been distributed in each year had the Premises not been exempt from taxation.

C.      For tax years 2017 and beyond, Tenant shall pay to Landlord, as additional rent, one hundred percent (100%) of the real and personal property Taxes that would otherwise be payable to each taxing jurisdiction had the Premises not otherwise been exempt from taxation using as the basis for such calculation either the assessed value of the Premises as determined by the Assessor (subject to Tenant’s right to appeal such assessment) or the assessed value as determined by the appraisal procedure set forth in subparagraph F below. At least fifty percent (50%) of all such amounts attributable to personal property taxes shall be timely paid by Landlord to the St. Louis County Collector of Revenue as a PILOT for distribution to the taxing jurisdictions in the same manner and in the same proportion as taxes on Tenant’s personal property in the Premises would have been distributed in each year had the Premises not been exempt from taxation.

D.      Landlord shall apply the above additional rent payments attributable to real property taxes to TDD assessments or similar assessments against the Premises. If the Premises is subject to TDD assessments or similar assessments over and above such additional rent payments, Landlord shall pay such excess amounts without reimbursement from Tenant.

E.      Commencing in tax year 2007 and continuing in all subsequent years until the Ground Lease is terminated, Landlord shall obtain from the St. Louis County Assessor, as soon as reasonably available, (i) a list of each taxing jurisdiction within whose boundaries the Property is situated and the current tax levy of each such taxing jurisdiction; and (ii) the Assessor’s most recent assessed valuation of the real and personal property comprising the Premises in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115, RSMo, as amended. Landlord shall notify Tenant of such assessed valuation in writing promptly following Landlord’s receipt thereof, and shall provide copies of any supporting documentation provided by the Assessor to Landlord relating to such valuation.

F.      If Tenant does not agree with the assessed valuation for any particular year, as determined by the Assessor and provided to Tenant pursuant to subparagraph D above, and so notifies Landlord in writing by the deadline for appealing such valuation, Tenant, at Tenant's expense, may appeal such assessment to the County Board of Equalization and the State Tax Commission, as applicable, in the manner provided under Missouri law, and Landlord agrees to lend Tenant all reasonable cooperation in connection with said contest. Pending resolution of the contest, Tenant shall have the right to make payments in respect of Taxes or increases challenged by Tenant “under protest”. If the term of this Lease terminates during any time such a contest is pending and, thereafter, such contest results in a refund, then Tenant shall be entitled to receive the amount of any such refund to the extent it relates to the periods preceding such termination of the term of this Lease.

G.      If (i) the Board of Equalization or the State Tax Commission determines that, because the Premises is exempt from ad valorem taxation, they do not have jurisdiction to hear Tenant’s appeal pursuant to Section 6.F above, or (ii) for any reason the Assessor has not made available an assessed valuation for the Premises not later than ten (10) business days prior to the deadline for appealing valuations in St. Louis County, the following procedures shall apply:

(1)      In each reassessment year, Landlord and Tenant shall meet in an effort to negotiate in good faith the assessed valuation of the Premises for the current and following tax years it being the intent of the parties to reassess the Premises on the same timeframe as reassessments are performed in St. Louis County which at the present time occurs in each odd-numbered year.

(2)      If Landlord and Tenant have not agreed upon the assessed valuation of the Premises by July 1 of any calendar year, then Landlord and Tenant shall attempt to agree on a single appraiser to determine the assessed value of the Premises. If Landlord and Tenant have not been able to agree on a single appraiser by July 1, then Landlord and Tenant shall each, by July 15, appoint an appraiser licensed by the State of Missouri to perform real estate appraisals (each of whom shall also be a member of the Appraisal Institute carrying the designation of “M.A.I.”), and, if the personal property assessment is challenged, a qualified equipment appraiser. Each party shall notify the other party in writing of the appraiser(s) appointed pursuant to this subparagraph. If either party fails to appoint an appraiser by the date specified, the remaining appraiser(s) shall carry out the duties imposed upon them pursuant to this subparagraph.

(3)      The appraisers shall, by September 1, examine the Premises and each render an opinion in writing to each party regarding the assessed valuation of the Premises, using the same methodology and taking into account all factors considered by the Assessor of St. Louis County in his assessment of the same class of property during the applicable tax year.

(4)      If the appraisals of the Premises prepared by the appointed appraisers are within ten percent (10%) of the lower appraisal, then the assessed value of the Premises shall be the average of the two appraisals. If the appraisals of the Premises prepared by the appraisers are not within ten percent (10%) of the lower appraisal, and if the appraisers cannot agree as to the assessed valuation of the Premises by September 1, then they collectively shall appoint a licensed real estate appraiser and an additional qualified equipment appraiser if the personal property assessment is challenged. The appraisers shall notify each party of their appointment(s) by October 1. The appraiser(s) appointed under this paragraph shall, by December 1, render an opinion in writing to each party regarding the assessed valuation of the respective real or personal property portion of the Premises. If such appraisers cannot agree on an assessed valuation, and if the reason for the appointment of the appraisers is that the Assessor has not made available an assessed valuation for the Premises for the year in question, then the third appraiser appointed shall unilaterally render such an opinion by December 10.

(5)      Landlord and Tenant shall pay the fees and expenses of appraiser(s) appointed by them pursuant to Section 6.G(2) and shall each pay fifty percent (50%) of the fees of the appraiser appointed pursuant to Section 6.G(4) incurred by such appraisers in carrying out their duties under the Ground Lease.

H.      Each party agrees to cooperate in all respects to enable the appraisers to undertake the duties specified herein within the dates specified. Nevertheless, if the appraisers appointed pursuant to Section 6.G above have not determined an assessed valuation by the dates specified therein, and if the reason for the appointment of the appraisers is the Board of Equalization or the State Tax Commission determined that they do not have jurisdiction to hear Tenant’s appeal as provided above, then the valuation of the Premises determined by the Assessor pursuant to Section 6.E above shall be the assessed valuation for such year. However, if the reason for the appointment of the appraisers is that the Assessor has not made available an assessed valuation for the Premises for the year in question, then the opinion of the third appraiser rendered pursuant to Section 6.E(4) shall govern for purposes of the payment required pursuant to Section 6.A above.

I.      “Taxes" (as such term is used herein) shall include, without limitation, any tax, assessment or similar governmental charge imposed against the Property (including any tax or special assessment assessed against Landlord's leasehold estate under the Ground Lease, and any tax or special assessment that Landlord is obligated to pay pursuant to the terms of the Ground Lease). Taxes, as herein contemplated, are predicated on the present system of taxation in the State of Missouri. Therefore, if due to a future change in the method of taxation, any rent, franchise, use, profit or other tax shall be levied against Landlord in lieu of any charge which would otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall be deemed to be a Tax for the purposes herein. In the event Landlord is assessed with a Tax which Landlord, in its sole discretion, deems excessive, Landlord may (but is not obligated to) challenge said Tax or may defer compliance therewith to the extent legally permitted. “Taxes” (as used herein) shall also include any tax, assessment or similar charge assessed by the Assessor against Tenant’s personal property situated in the Premises. Notwithstanding the foregoing, Taxes shall not include income or other taxes measured or determined based upon Landlord's income, or on income derived from mortgages or deeds of trust encumbering the Premises, or on any gain realized by Landlord in connection with the sale of the Premises (except to the extent the same may be assessed or levied in substitution for ad valorem real estate taxes).

J.      Tenant's share of Taxes shall be payable to Landlord in monthly installments, in advance, due on the first of each month, in an amount reasonably estimated from time to time by Landlord. Not later than ninety (90) days following the end of each calendar year, Landlord shall deliver a statement to Tenant setting forth Tenant's actual obligation for Taxes for the preceding calendar year, and the total amount of monthly payments paid by Tenant to Landlord. In determining Tenant’s obligation for Taxes for the preceding calendar year, the assessed value as determined by the Assessor, or the appraised value determined in accordance with Section 6.G, shall be determinative as to the amount of Taxes due and payable. In the event Tenant's actual obligation exceeds Tenant's payments, Tenant shall pay the difference to Landlord on the date which is the later of: (i) ten (10) days after receipt of Landlord's statement, or (ii) with the next installment(s) of Additional Rent due under this Lease after receipt of Landlord's statement. Conversely, in the event Tenant's total payments exceed Tenant's actual obligation, Landlord shall credit the overpayment against the next installment(s) of Rent due under this Lease. Tenant shall have sixty (60) days from receipt of Landlord’s statement within which to accept or contest said Landlord’s statement. Absent written notice from Tenant to Landlord within such 60-day period, Landlord’s statement shall be deemed accepted by Tenant and the amount shown thereon shall be paid or credited by Landlord to Tenant or paid to Landlord by Tenant, as the case may be. If Tenant makes any objection(s) to Landlord’s said statement as aforesaid, Landlord or Tenant, as the case may be, shall pay all non-disputed sums to the other in the manner set forth above, and Landlord and Tenant promptly commence good faith negotiations to resolve any remaining differences between them.

K.      Notwithstanding the foregoing provisions of this Section 6, Tenant acknowledges that Landlord and Ground Lessor contemplate establishing an escrow administered by a third party escrowee to receive and apply the additional rent payments made by Tenant pursuant to this Section 6. Landlord and Ground Lessor may jointly notify Tenant in writing that such an escrow has been established, in which event such notice shall be accompanied by a copy of the escrow agreement governing such escrow. Such escrow agreement, and any amendments thereto, shall be subject to the review and approval of Tenant, not to be unreasonably withheld, conditioned or delayed. In no event shall the terms of any such escrow agreement materially expand Tenant’s obligations or diminish Tenant’s rights under this Section 6. Following Tenant’s receipt of a notice of the establishment of such an escrow and Tenant’s approval of the escrow agreement governing such escrow (all pursuant to the foregoing provisions of this Section 6.K), Tenant agrees to make the payments required under this Section 6 to the third party escrowee designated by Landlord and Ground Lessor in such notice. If such escrow is established and the additional rent payments under this Section 6 are made to such escrow pursuant to this Section 6.K, Landlord and Tenant agree that neither of them may thereafter change the manner in which Tenant’s additional rent payments under this Section 6 are made, except pursuant to a written agreement executed by Landlord and Ground Lessor and reasonably acceptable to Tenant.

7.    Common Areas .         So long as Tenant is leasing all of the space in the Building, Tenant shall have the exclusive right to use the entire Premises, subject to the provisions of this Lease and subject to the rights of access of Landlord under this Lease. If, however, Tenant exercises any of its “give back rights” under this Lease, then Landlord shall have the right to reasonably designate “Common Areas”, which shall mean all areas, space, facilities, equipment and signs made available by Landlord in the Building or on the Property for the common and joint use and benefit of Tenant and other tenants and permittees of Landlord, and their respective employees, agents, subtenants, concessionaires, licensees, customers, and other invitees, and may include the sidewalks, parking areas, driveways, yard area, landscaped areas, lobbies, restrooms, stairs, ramps, elevators, exits and/or service corridors, to the extent not contained within any area exclusively appropriated for the use of any occupant. If Common Areas are designated by Landlord, then Landlord also reserves the right to impose reasonable rules and regulations relating to use of the Common Areas; to construct, maintain and operate lighting and other facilities, equipment and signs on all of the Common Areas; and to close temporarily all or any portion of the Common Areas for the purpose of making repairs or changes thereto. If Common Areas are designated by Landlord, Tenant is hereby given a license (in common with all others to whom Landlord has or may hereafter grant rights) to use, during the Lease Term, the Common Areas as they may now or at any time during the Lease Term exist; provided, however, that if the size, location or arrangement of such Common Areas or the type of facilities at any time forming a part thereof are changed or diminished, Landlord shall not be subject to any liability therefor, nor shall Tenant be entitled to any compensa-tion or diminution or abatement of Rent therefor, nor shall such change or diminution of such areas be deemed a constructive or actual eviction.

8.      Landlord's Repairs and Services.      Throughout the Term, Landlord shall be responsible for providing the following services at Landlord’s sole cost and expense which expenses shall not be included in the calculation of Additional Rent hereunder: all exterior building repairs (including sub-surface water penetration), maintenance and replacement of roof, roofing systems, exterior walls, windows, structural members, footings and foundations, floors, gutters and downspouts, trunk utility lines (until accepted for dedication by applicable utility companies), sidewalks and curbs and parking facilities (excepting any damage caused by the negligence or willful misconduct of Tenant or Tenant's employees, agents or invitees). If Tenant observes a need for any repairs or maintenance required to be performed by Landlord under this Lease, it shall promptly notify Landlord. In the event that Tenant gives back space to Landlord pursuant to Section 40, Landlord may have additional responsibilities to provide services as described in Sections 40 and 51.

9.       Services and Utilities .      Subject to Section 9.E below, throughout the Term, Tenant shall be responsible for providing the following items at its sole cost and expense:

A.      Landscaping, snow removal, trash pick up and collection, and any other outside maintenance not included by the Landlord.

B.      Janitorial.

C.      Utilities, including HVAC and utility services used by Tenant at the Premises, such as electricity, gas, water and sewer. Tenant shall contract directly with the utility companies for all utility services it requires, and Landlord shall install separate meters for the Premises to measure Tenant's usage of such services. Except to the extent utility interruptions occur as a result of the negligence or willful misconduct of Landlord, Landlord shall not be liable for the quality, quantity, failure or interruption of utility services to the Premises, nor shall any interruption in utility services affect Tenant's obligations to pay Rent hereunder. In the event a utility interruption occurs due to Landlord’s negligence or willful misconduct, and as a result thereof, the Premises becomes untenantable (meaning that Tenant is unable to use the Premises in the normal course of its business) for more than three (3) consecutive business days after receipt of notice (which may be verbal if communicated to Landlord's property manager for the Building) from Tenant, Base Rent shall abate on a per diem basis for each day after such three (3) business day period during which the Premises remains untenantable.

D.      Interior maintenance including inside surfaces, ceilings, doors, and lighting, mechanical, electrical and plumbing systems.

A.      Throughout the Term, Landlord will maintain (a) a so called "all-risk" property insurance policy covering the Property (at its full replacement cost) including such other charges deemed necessary by the Landlord, but excluding Tenant's personal property, with a deductible which will not exceed $250,000 and (b) commercial general public liability insurance covering Landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Property and otherwise resulting from any acts and operations of Landlord, its agents and employees, with minimum limits of $2,500,000 per occurrence and $2,500,000 general aggregate and (c) rent loss insurance, with limits that are required by any lender(s) of Landlord, or as are otherwise reasonably determined by Landlord (collectively, “Landlord’s Policies”). All Landlord's Policies will (a) be issued by an insurance company with a Best rating of A-:VIII or better and otherwise reasonably acceptable to Tenant and will be licensed to do business in the state where the Premises is located; (b) provide that said insurance will not be canceled or materially modified unless 30 days' prior written notice will have been given to Tenant and (c) otherwise be in such form, and include such coverage’s, as Tenant may reasonably require. Landlord will provide Certificates of Insurance, in a form reasonably acceptable to Tenant, evidencing said Landlord's Policies, to Tenant upon commencement of the Lease and renewals thereof will be delivered at least 10 days prior to the expiration of each Policy.

B.      Tenant will purchase, at its own expense, and keep in force at all times during this Lease (a) "all-risk" property insurance policy covering Tenant's personal property and all tenant improvements, at its full replacement cost, with a deductible that will not exceed $250,000 and (b) commercial general liability insurance, including personal injury and property damage, in the amount of not less than $2,500,000 per occurrence and $2,500,000 general aggregate, and (c) comprehensive automobile liability insurance covering Tenant against any losses arising out of liability for personal injuries or deaths of persons and property damage occurring in or about the Premises or Property in the amount of not less than $1,000,000, combined single limit (collectively, “Tenant's Policies”). The Tenant's Policies will name Landlord, Landlord's property manager, Landlord's lender and any party holding an interest to which this Lease may be subordinated as additional insureds. All Tenant's Policies will (a) be issued by an insurance company with a Best rating of A-:VIII or better and otherwise reasonably acceptable to Landlord and will be licensed to do business in the state where the Premises is located; (b) provide that said insurance will not be canceled or materially modified unless 30 days' prior written notice will have been given to Landlord and (c) otherwise be in such form, and include such coverage’s, as Landlord may reasonably require. Tenant will provide Certificates of Insurance, in a form reasonably acceptable to Landlord, evidencing said Tenant's Policies, to Landlord upon commencement of the Lease and renewals thereof will be delivered prior to the expiration of each Policy.

C.      Both Landlord and Tenant will purchase and maintain, throughout the Term, workers' compensation insurance per the applicable state statutes covering all its employees.

D.      To the extent permitted by law, and without affecting the coverage provided by insurance required to be maintained hereunder, Landlord and Tenant each waive any right to recover against the other, and any right to recover against the property manager for the Property, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, managers, clients or business visitors of either party for (a) damages to property, (b) damages to all or any portion of either or both of the Premises and the Property, (c) claims arising by reason of the foregoing, to the extent such damages and claims are insured against, or required to be insured against, by Landlord or Tenant under this Lease or (d) claims paid by Landlord or Tenant's workers' compensation carrier. This provision is intended to waive, fully and for the benefit of each party, any rights and/or claims which might give rise to a right of subrogation by any insurance carrier. The coverage obtained by each party pursuant to this Lease will include, without limitation, a waiver of subrogation by the carrier which conforms to the provisions of this section.

E.      In the event Tenant's use of the Premises shall result in an increase in Landlord's insurance premiums, Tenant shall pay to Landlord within fifteen (15) days after demand, as Additional Rent, an amount equal to such increase in insurance, provided this Section 10.E shall not be applicable so long as Tenant is only using the Premises for general office use.

11.       Damage or Destruction .

A.      If at any time prior to the Commencement Date, the Premises are damaged or destroyed by casualty Landlord shall give Tenant written notice ("Landlord's Pre-Commencement Repair Notice") within thirty (30) days after the damage occurs advising Tenant whether or not, in Landlord's reasonable opinion, the damages from such casualty will delay the Substantial Completion Date by more than one hundred eighty (180) days beyond the then-current scheduled Substantial Completion Date. If Landlord’s Pre-Commencement Repair Notice states that in Landlord's reasonable opinion, the damages from such casualty will so delay the then-current scheduled Substantial Completion Date, then (i) Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the same 30-day period that Landlord’s Pre-Commencement Repair Notice is to be given, and (ii) if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within thirty (30) days following the its receipt of Landlord’s Pre-Commencement Repair Notice. If at any time after the Commencement Date, the Premises are damaged or destroyed by casualty Landlord shall give Tenant written notice ("Landlord's Post-Commencement Repair Notice") within thirty (30) days after the damage occurs advising Tenant whether or not, in Landlord's reasonable opinion, the damages from such casualty can be repaired within one hundred eighty (180) days from the date of said casualty. If Landlord’s Post-Commencement Repair Notice states that in Landlord's reasonable opinion, the damages from such casualty cannot be repaired within such 180-day period, then (i) Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the same 30-day period that Landlord’s Post-Commencement Repair Notice is to be given, and (ii) if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within thirty (30) days following the its receipt of Landlord’s Post-Commencement Repair Notice.

B.      In the event that a casualty occurring after the Commencement Date renders the Premises untenantable or prevents access to the Premises for any period, the Rent due for such period shall be abated; and in the event only a portion of the Premises is rendered untenantable and access to the Premises is not prevented, Tenant's Rent shall be equitably abated in proportion to that portion of the Premises which is rendered untenantable, provided that no abatement shall be allowed pursuant to this sentence unless the conditions making the Premises fully or partially untenantable exist for at least three (3) consecutive business days. Abatement shall continue until Landlord has substantially completed its repair and restoration obligations pursuant to Section 11.D or Section 11.E below, whichever is applicable.

C.      If this Lease is not terminated by either party due to a pre-Commencement Date casualty pursuant to the terms of Subsection A above, this Lease shall remain in full force and effect, and Landlord shall proceed with all due diligence to repair, restore and/or rebuild and complete the Landlord Improvements and the Tenant Improvements. Notwithstanding the foregoing, if Landlord does not substantially complete such obligations under this Section 11.C (“Landlord’s Section 11.C Restoration Obligations”) within one hundred eighty (180) days beyond the date that was the scheduled Substantial Completion Date on the date of the casualty, plus any additional days that such construction is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to assume control over Landlord’s Section 11.C Restoration Obligations, upon thirty (30) days prior written notice to Landlord. In the event that Tenant elects to assume control over Landlord’s Section 11.C Restoration Obligations, (i) Tenant shall diligently and in good faith pursue substantial completion of Landlord’s Section 11.C Restoration Obligations, (ii) all insurance proceeds for such restoration shall be made available to Tenant for such purpose, and (iii) Landlord shall be liable for all costs reasonably incurred by Tenant (over and above available insurance proceeds) in undertaking such restoration.

D.      If this Lease is not terminated by either party due to a post-Commencement Date casualty pursuant to the terms of Subsection A above, this Lease shall remain in full force and effect, and Landlord shall proceed with all due diligence to repair and restore the Premises (except as otherwise provided in this Lease) substantially to the condition thereof immediately prior to such damage or destruction (exclusive of the Tenant Improvements and other tenant improvements made by Tenant, Tenant's trade fixtures, equipment, decorations, signs, inventory and contents), subject to the terms, conditions, requirements and provisions hereinafter set forth in this Section 11. Tenant shall be solely responsible for restoring the Tenant Improvements and other leasehold improvements made by Tenant. Notwithstanding the foregoing, if Landlord does not substantially complete its restoration obligations under this Section 11.D (“Landlord’s Section 11.D Restoration Obligations”) within two hundred forty (240) days from the date of the subject casualty, plus any additional days that such restoration is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to assume control over Landlord’s Section 11.D Restoration Obligations, upon thirty (30) days prior written notice to Landlord. In the event that Tenant elects to assume control over Landlord’s Section 11.D Restoration Obligations, (i) Tenant shall diligently and in good faith pursue substantial completion of Landlord’s Section 11.D Restoration Obligations, (ii) all insurance proceeds for such restoration shall be made available to Tenant for such purpose, and (iii) Landlord shall be liable for all costs reasonably incurred by Tenant (over and above available insurance proceeds) in undertaking such restoration.

E.      Notwithstanding the provisions of Sections 11.A and 11.D above, if during the final year of the Lease Term, (i) the Premises are damaged or destroyed by casualty, and (ii) at least one third (1/3 ^rd ) of the Premises are made untenantable as a result of such casualty, Landlord shall give Tenant written notice ("Landlord's Final Year Repair Notice") within five (5) business days after the damage occurs, advising Tenant whether or not, in Landlord's reasonable opinion, the damages from such casualty can be repaired within an amount of time from the date of said casualty equal to or less than ten percent (10%) of the number of days remaining in the Lease Term from the date of said casualty. If Landlord’s Final Year Repair Notice states that in Landlord's reasonable opinion, the damages from such casualty cannot be repaired within such 10% time frame, then (i) Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the same 5-business day period that Landlord’s Final Year Repair Notice is to be given, and (ii) if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within five (5) business days following the its receipt of Landlord’s Repair Notice. However, if Landlord elects to so terminate this Lease during the final year of the Lease Term, Tenant may nullify such termination if Tenant has one or more renewal options remaining and elects to exercise said option within fifteen (15) days after Landlord’s termination notice. If this Lease is not terminated by either party pursuant to the terms of this Section 11.E, this Lease shall remain in full force and effect, and Landlord shall proceed with all due diligence to repair and restore the Premises substantially to the condition thereof immediately prior to such damage or destruction (exclusive of the Tenant Improvements and other tenant improvements made by Tenant, Tenant's trade fixtures, equipment, decorations, signs, inventory and contents) subject to the terms, conditions, requirements and provisions hereinafter set forth in this Section 11. Tenant shall be solely responsible for restoring the Tenant Improvements and other leasehold improvements made by Tenant. However, if Landlord does not substantially complete its restoration obligations under this Section 11.E (“Landlord’s Section 11.E Restoration Obligations”) within such 10% time frame, plus any additional days that such restoration is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to terminate this Lease upon written notice to Landlord. Notwithstanding the foregoing provisions of this Section 11.E, if pursuant to the foregoing provisions of this Section 11.E, Tenant has nullified Landlord’s termination of this Lease by exercising one of Tenant’s renewal options, the provisions of Section 11.D shall apply to Landlord’s and Tenant’s respective restoration obligations.

F.      If any damage or destruction of the Premises is covered by insurance, then Tenant and Landlord shall fully cooperate in filing all necessary proofs of claim with insurance companies. If pursuant to Section 11.C, 11.D or 11.F, Landlord is obligated to perform Landlord’s Section 11.C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, and if pursuant to Section 11.D or 11.F, Tenant is required to restore the Tenant Improvements and its other leasehold improvements, then all proceeds of insurance shall be deposited into escrow with a title insurance company or other construction escrow disbursing agent reasonably satisfactory to Landlord and Tenant and such insurance proceeds may only be used to pay for the costs of restoration, with any unused proceeds for Landlord’s Section 11C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, being payable to Landlord and any unused proceeds for restoration of the Tenant Improvements being payable to Tenant. Insurance proceeds payable with respect to property that is to be repaired or replaced shall be made available to the party that is responsible for repairing or replacing said property, provided that the disbursement of such insurance proceeds shall be subject to a disbursement agreement reasonably acceptable to Landlord, Tenant and the title company holding the insurance proceeds. Notwithstanding the foregoing, if the documents governing Landlord’s financing of the Premises require that the lender control the disbursement of the insurance proceeds for Landlord’s Section 11.C Restoration Obligations, Landlord’s Restoration Section 11.D Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, then such documents shall govern such disbursement of such proceeds, provided they are reasonable and require the insurance proceeds for Landlord’s Section 11.C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, be applied toward completing the applicable restoration obligations of Landlord.

G.      In the event either party should elect to terminate this Lease pursuant to Section 11.A above or Section 11.E above, as applicable, the effective date of such termination shall be the later of: (i) the date of said casualty, or (ii) the date Tenant vacates the Premises in the event that Tenant continues to use part of the Premises after the date of the casualty. In the event this Lease is terminated, the parties shall have no further obligations to the other, except for those obligations accrued through the effective date of such termination and except for obligations which survive termination of this Lease as per Section 33.O; and, upon such termination, Tenant shall immediately surrender possession of the Premises to Landlord.

H.      Notwithstanding any provision of this Section 11 to the contrary, if Landlord reasonably determines that the proceeds from Landlord’s insurance available for performing Landlord’s Section 11.C Restoration Obligations, or Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, are insufficient by more than Two Hundred Fifty Thousand Dollars ($250,000.00) to pay the costs of such Obligations (excluding any applicable deductible), whichever applicable, and such shortfall is not attributable to Landlord’s failure to discharge its obligations under Section 10 of this Lease, Landlord shall have the right to terminate this Lease upon written notice to Tenant given within thirty (30) days after the damage occurs, which notice shall state the amount that such insurance proceeds are insufficient; provided, however, that Tenant shall have the right to nullify such termination if Tenant agrees to pay the amount of such insufficient proceeds in excess of $250,000.00. If Tenant so nullifies Landlord’s termination, Landlord shall be required to supplement its insurance proceeds referenced in Section 11.F by $250,000.00, and Tenant shall be required to supplement Landlord’s insurance proceeds referenced in Section 11.F by the amount of the insufficiency in excess of $250,000.00 (as provided in Landlord’s termination notice).

12.       Landlord's Rights .

A.      Landlord may close the Property, or portions thereof, in emergency situations as reasonably determined by Landlord, and during periods of general construction, during which times admittance may be gained only under such reasonable regulations as may be prescribed by Landlord.

B.      Landlord may enter the Premises at reasonable times following reasonable advance notice to Tenant, to examine or show the same to existing or prospective fee owners or third party tenants, ground lessors, mortgagees, or Landlord's insurance carriers and by request of any governmental agency.

C.      Upon reasonable advance written notice to Tenant (except in an “Emergency” when no notice shall be required), Landlord may enter the Premises for inspection purposes, or perform any maintenance, repairs, replacements or alterations for the benefit of the Property or any other tenant. To this end, Landlord retains such license or easement in and through the Premises as shall be reasonably required by Landlord. Landlord retains an easement above the drop ceiling, below the floor and inside the walls of the Premises to install, repair, operate and replace such pipes, duct work, conduits, utility lines, wires and other items as Landlord may install from time to time to serve the Building and other tenants in the Building (if applicable). For purposes of this Lease, an “Emergency” shall mean a condition that creates an immediate threat of material damage to person or property. Except in the event of an Emergency, all entries onto the Premises by Landlord shall be made in accordance with a schedule that Landlord and Tenant have approved prior to such entry. Landlord shall use good faith, reasonable efforts to cause all inspection and maintenance work to be performed in such a manner as to minimize any interference with Tenant’s business at the Premises.

D.      Landlord may temporarily close portions of the Property or may temporarily suspend certain building services to facilitate the proper maintenance and repair of the Property; provided however, that except in the case of an Emergency, any temporary closure of any portion of the Premises or temporary suspension of building services to facilitate the proper maintenance and repair of the Property shall be coordinated in advance with Tenant to minimize any disruption to Tenant’s operations at the Premises..

E.      Landlord has established certain Rules and Regulations with respect to the Property, as more fully set forth on Exhibit D , attached hereto and made a part hereof. Landlord reserves the right to establish additional Rules and Regulations, or make amendments thereto, from time to time if, in Landlord's reasonable opinion, Landlord determines the same to be necessary for the orderly operation of the Property. Tenant shall comply with such Rules and Regulations; provided they are applied in a manner that does not unfairly discriminate against Tenant.

F.      Notwithstanding any provision of this Section 12 to the contrary, Tenant shall have the right to have its representative accompany Landlord during any entry by Landlord or its designees on the Premises (except in an Emergency, as to which entry may occur if a representative of Tenant is not then present), and access to any special security areas created by Tenant shall comply with all applicable laws and regulations of any governmental authority having jurisdiction over such areas, including without limitation, the regulations of the United States Food and Drug Administration and Drug Enforcement Agency, and shall occur only with a representative of Tenant present at all times and shall be subject to such regulations.

13.       Tenant's Alterations and Repairs .

A.      Except for Landlord's obligations under Section 8, Tenant shall keep the Property in good repair, without expense to Landlord; and, subject to the provisions of Sections 11 (regarding casualty) and 19 (regarding condemnation), upon the termination of this Lease, Tenant shall return the Property to Landlord, together with all of Tenant's keys, in the same condition as when received, reasonable wear and tear excepted. In the event Tenant should fail to make any repairs that Tenant is required to make pursuant to the terms of this Lease promptly and adequately within thirty (30) days after Landlord's written demand, Landlord may make such repairs, whereupon Tenant shall reimburse to Landlord the cost of such repairs, as Additional Rent, payable within ten (10) business days after Tenant's receipt of Landlord's invoice therefor; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences such performance within said 30-day period and thereafter diligently completes the required action within a reasonable time. Notwithstanding the foregoing, in the event Tenant should fail to make any repairs that Tenant is required to make pursuant to the terms of this Lease and such repairs are necessary to abate an Emergency, Landlord shall have the right to make such repairs without the obligation to give Tenant the above notice and cure rights, and Tenant shall be responsible for the cost thereof. Tenant shall not allow any waste or misuse of the Premises or the Building or of the utilities therein; and, in the event thereof, Tenant shall pay for all loss, expense and damage suffered by Landlord caused by any such waste or misuse by Tenant.

B.      Tenant may make alterations to the Premises, subject to Landlord's approval, not to be unreasonably withheld, delayed or conditioned. Tenant may make alterations costing not more than one hundred thousand dollars ($100,000) in the aggregate per year, without Landlord's consent, provided such alterations do not affect systems, structure or exterior appearance of the Building, and provided Tenant advises Landlord in writing what changes are