OFFICE LEASE

Exhibit 10.8

303 EAST WACKER DRIVE
CHICAGO, ILLINOIS

OFFICE LEASE

between

303 WACKER REALTY L.L.C.

Landlord

and

PROMOTIONAL MARKETING, L.L.C.,
d/b/a UPSHOT

Tenant

Dated as of June 30, 1998

TABLE OF CONTENTS

EXHIBITS

OFFICE LEASE

     Landlord and Tenant hereby covenant and agree as follows:

      1.  CERTAIN PROVISIONS AND DEFINITIONS . The following provisions and definitions are an integral part of this lease:

      (a) “Additional Allowance”: The amount, if any, contributed by Landlord pursuant to the Workletter to the cost of Tenant’s Work which is in excess of the amount of the Base Allowance provided for in the Workletter.

      (b) “Base Rent”: The respective amounts for each Lease Year of the Initial Term set forth in the following table (based on the respective rates of Base Rent per square foot of Rentable Area set forth in the following table), subject to adjustment (i) for the first Lease Year, pursuant to Section 34 below on account of the Initial Growth Space and (ii) for every Lease Year of the Initial Term, pursuant to the remaining provisions of this Section l(b) regarding any Additional Allowance:

If there is an Additional Allowance, Base Rent for each Lease Year of the Initial Term shall be equal to the sum of (i) Base Rent set forth in the table above, as adjusted pursuant to Section 34 below on account of the Initial Growth Space, plus (ii) the product of (A) the amount which will be necessary to pay the Additional Allowance, together with interest on the balance of the Additional Allowance from time to time outstanding at the rate of eleven percent (11%) per annum, in full in one hundred twenty (120) equal monthly installments multiplied by (B) twelve (12); Monthly Base Rent for each Lease Year of the Initial Term shall be one-twelfth-of the respective amounts so determined; and Base Rent per square foot for each Lease Year shall be an amount equal to the Base Rent for the particular Lease Year as so determined divided by the Rentable Area of the Premises.

     (c) “Brokers”: Hines Interests Limited Partnership and Binswanger,

     (d) “Building”: The office building located at 303 East Wacker Drive, Chicago, Illinois 60601-5210.

     (e) “Commencement Date”: The earlier of (i) April 1, 1999 or (ii) the day Tenant first begins to conduct any business operations in the Premises.

     (f) “Expiration Date”: The last full day of the Term.

     (g) “Initial Term”: The period ending on the last day of the tenth (10th) Lease Year.

     (h) “Land”: The parcel(s) of real estate on which the Building is located, which are depicted on Exhibit A-l and legally described on Exhibit A-2.

     (i) “Landlord’s Work”: The work to be performed by or on behalf of Landlord pursuant to the Workletter.

     (j) “Lease Year”: If the Commencement Date is the first day of a calendar month, the period of twelve (12) consecutive months commencing on the Commencement Date; if the Commencement Date is not the first day of a calendar month, the period commencing on the Commencement Date and ending on the last day of the twelfth (12th) full calendar month of the Term; and, in either case, each consecutive twelve (12) month period thereafter which falls in whole or in part during the Term.

     (k) “Premises”: The entire 23rd and 24th floors of the Building, as shown on Exhibit A-3, which consist of 60,494 square feet of Rentable Area measured in accordance with the BOMA method of measurement as more fully described in Exhibit B.

     (l) “Project”: The Land and the Building, together with any other improvements located on the Land, all equipment, fixtures, machinery, systems, apparatus and personal property of Landlord located at or used in connection with the Land or the Building from time to time.

     (m) “Security Deposit”: See Section 29.

     (n) “Tenant Alterations”: Any alteration, improvements or additions (including decorations) to the Premises performed or to be performed by or on behalf of Tenant, including, without limitation, the Tenant’s Work, but excluding any of Landlord’s Work to be performed by or on behalf of Landlord under the Workletter.

     (o) “Tenant’s Proportionate Share”: The percentage determined as described in Exhibit B, which percentage, as of the date of this lease, is (i) 6.5566% for the first Lease Year, subject to adjustment pursuant to Section 34 below on account of the Initial Growth Space, and (ii) 7.8550% for each subsequent Lease Year.

     (p) “Tenant’s Work”: The work to be performed by or on behalf of Tenant to ready the Premises for initial occupancy by Tenant, as more particularly described in Section 7 hereof and in the Workletter.

     (q) “ Term”: The Initial Term and any extension or renewal of the Initial Term specifically provided herein.

     (r) “ Use”: General office use.

     (s) “ Workletter”: The Workletter, attached hereto as Exhibit C.

See Exhibit B and the Workletter for other definitions of terms used herein.

     2.  GRANT AND ACCEPTANCE OF LEASE. Landlord hereby leases the Premises to Tenant and Tenant hereby accepts and leases the Premises from Landlord to have and to hold during the Term, subject to the terms and conditions of this lease.

     3.  RENT . Base Rent, Additional Rent, Additional Rent Estimate and all other amounts becoming due from Tenant to Landlord hereunder (collectively “ Rent” ) shall be paid in lawful money of the United States to Landlord at the following address: 303 East Wacker Drive, Chicago, Illinois 60601 or such other address as Landlord- shall designate in writing to Tenant from time to time, without any demand and without any reduction, abatement, counterclaim,
deduction or set-off whatsoever, except as expressly provided herein, at the times and in the manner hereinafter provided. Rent unpaid for five (5) days after the due date shall bear interest at the Default Rate from the date due until paid. The payment of Rent hereunder is independent
of each and every other covenant and agreement contained in this lease.

     4.  BASE RENT . Tenant shall pay Base Rent to Landlord in equal monthly installments in the respective amounts per Lease Year determined pursuant to Section 1(b), subject to the provisions of Section 34 below (herein called “ Monthly Base Rent” ), in advance on the Commencement Date and on or before the first day of each and every calendar month during the Term. If the Term shall begin on any day other than the first day of a calendar month or end on any day other than the last day of a calendar month, then the Monthly Base Rent for any partial calendar month within the Term shall be prorated on a per diem basis.

     5.  ADDITIONAL RENT . In addition to paving the Base Rent, Tenant shall also pay as additional rent the amounts (collectively “ Additional Rent” ) determined to be Tax Adjustment and Expense Adjustment in accordance with this Section 5:

     (a) Computation of Additional Rent . Tenant shall pay as Additional Rent for each Calculation Year the following amounts:

          (i) Tenant’s Proportionate Share of Taxes for such Calculation Year (the “ Tax Adjustment” ); plus

          (ii) Tenant’s Proportionate Share of Expenses for such Calculation Year (the “ Expense Adjustment ”).

     (b) Payments of Additional Rent; Additional Rent Estimate; Projections . Tenant shall pay Additional Rent to Landlord in the manner hereinafter provided. The aggregate of payments required to be made by Tenant on account of Additional Rent for any Calculation Year until actual Additional Rent is determined is herein called “ Additional Rent Estimate ”.

          (i) Landlord may, at any time and from time to time prior to the first Calculation Date and during the Term (but not more than twice for any given calendar year after Tenant’s Additional Rent Estimate is established for that calendar year), deliver to Tenant a written notice or notices (“ Projection Notice ”) setting forth:

               (A) Landlord’s reasonable estimates, forecasts or projections (collectively, the “ Projections ”) of any or all of Taxes and Expenses for such Calculation Year, and

               (B) Tenant’s Additional Rent Estimate (setting forth the Expense Adjustment component and Tax Adjustment component separately) based upon the Projections, being the Tenant’s Proportionate Share of the Projections.

          (ii) On or before the first (1st) day of the next calendar month following Landlord’s service of a Projection Notice, and on or before the first day of each month thereafter, Tenant shall pay to Landlord one-twelfth (1/12) of the Additional Rent Estimate shown in the Projection Notice. Within fifteen (15) days following Landlord’s service of a Projection Notice, to bring Tenant’s payments of Additional Rent Estimate current, Tenant shall also pay Landlord the amount set forth in the Projection Notice, which shall equal the Additional Rent Estimate shown in the Projection Notice less (A) any previous payments on account of Additional Rent Estimate made for such Calculation Year, and (B) total monthly installments on account of Additional Rent Estimate not yet due and payable for the remainder of such Calculation Year. Until such time as Landlord furnishes a Projection Notice for a Calculation Year, Tenant shall pay to Landlord a monthly installment of Additional Rent Estimate on the first day of each month equal to the greater of the latest monthly installment of Additional Rent Estimate or one-twelfth (1/12) of Tenant’s latest determined Additional Rent.

     (c) Readjustments .

          (i) Following the end of each Calculation Year and after Landlord shall have determined the amount of Expenses to be used in calculating the Expense Adjustment for such Calculation Year, Landlord shall notify Tenant in writing (any such notice of Expenses and Expense Adjustment herein called “Landlord’s Expense Statement”) of such Expenses and Tenant’s Expense Adjustment for such Calculation Year. If the Expense Adjustment owed for such Calculation Year exceeds the Expense Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord’s Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year. If the Expense Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year exceeds the Expense Adjustment owed for such Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord’s Expense Statement, or may, at its option, credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this lease shall expire or be terminated prior to full application of such excess, Landlord shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Calculation Year in which the lease expires, subject to Tenant’s obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to Landlord in accordance with this lease.

          (ii) Following the end of each Calculation Year and after Landlord shall have determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Calculation Year, Landlord shall notify Tenant in writing (any such notice of Taxes and Tax Adjustment herein called “Landlord’s Tax Statement”) of such Taxes for such Calculation Year. If the Tax Adjustment owed for such Calculation Year exceeds the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord’s Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year. If the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year exceeds the Tax Adjustment owed for such Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord’s Tax Statement, or may, at its option, credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this lease shall expire or be terminated prior to full application of such excess, Landlord

shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Calculation Year in which the lease expires, subject to Tenant’s obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to Landlord in accordance with this lease.

     (d) Books and Records . Landlord shall maintain books and records showing Taxes and Expenses in accordance with sound accounting and management practices. Tenant and its Representative (as hereinafter defined) shall have the right to examine such books and records showing Taxes and Expenses upon reasonable prior notice during normal business hours and without interference with Landlord’s operations at any time within sixty (60) days following Tenant’s receipt of Landlord’s Expense Statement (as it relates to an examination of Expenses) or Landlord’s Tax Statement (as it relates to an examination of Taxes) provided for in Section 5(c). Unless Tenant shall take written exception to any item of Taxes or Expenses, specifying in detail the reasons for such exception as to a particular item within ninety (90) days after Tenant’s receipt of Landlord’s Expense Statement or Landlord’s Tax Statement (as the case may be), Landlord’s Expense Statement and Landlord’s Tax Statement, as applicable, shall be considered as final and accepted by Tenant. Notwithstanding any exception made by Tenant, Tenant shall pay Landlord the full amount of its Additional Rent Estimate and its Additional Rent as determined by Landlord, subject to readjustment at such time as any such exception may be resolved in favor of Tenant. Tenant’s “Representative” shall be either a nationally recognized independent certified public accounting firm licensed to do business in the State of Illinois, or another accounting firm reasonably acceptable to Landlord. For each examination of Landlord’s books and records, the employees of Tenant’s Representative who personally examine such books and records shall-include a certified public accountant, but if deemed necessary or appropriate by the accountant may also include other real estate professionals who are experienced in management of first- class office buildings. Tenant shall not retain its Representative on a contingent fee basis.

     (e) Proration and Survival . With respect to any Calculation Year which does not fall entirely within the Term, Tenant shall be obligated to pay as Additional Rent for such Calculation Year only a pro rata share of Additional Rent as hereinabove determined, based upon the number of days of the Term falling within the Calculation Year. Following expiration or termination of this lease, Tenant shall pay any Additional Rent due to Landlord within fifteen (15) days after the date of Landlord’s Expense Statement or Landlord’s Tax Statement (as the case may be) sent to Tenant. Without limiting other obligations of Tenant which survive the expiration or termination of this lease, the obligations of Tenant to pay Additional Rent provided for in this Section 5 shall survive the expiration or earlier termination of this lease. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 5 unless any amount required to be paid to Tenant is not paid when due under this

Section 5, in which case such amount shall bear interest from the due date at the Default Rate.

      (f) No Decrease in Base Rent . In no event shall any Additional Rent result in a decrease of the Base Rent payable hereunder.

      (g) No Representation or Warranty . Exhibit D attached hereto sets forth information about the amounts of Taxes and Expenses for the years indicated therein which was furnished to Landlord by the predecessor owner and manager of the Project. Tenant acknowledges, however, that neither Landlord, nor any of its respective agents or employees, has made or does hereby make any representation or warranty whatsoever to Tenant as to the amount of Taxes, Expenses, Tax Adjustment or Expense Adjustment or any component thereof for prior years or which may become payable during the Term.

      6.   USE OF PREMISES .

      (a)   Use . Tenant shall use and occupy the Premises as set forth in Section l(r) hereof only and for no other use or purpose.

      (b)   Compliance with Requirements . Tenant shall comply with all applicable Laws (hereinafter defined) now or hereafter in force, and with all applicable insurance underwriters regulations and other requirements, respecting all matters of occupancy, condition or maintenance of the Premises, whether any of the foregoing shall be directed to Tenant or Landlord and whether imposed on the owner or occupant of the Premises. “Laws” means all statutes, laws, ordinances, codes, rules and regulations, orders and directions of public officials or other acts having the force or effect of law, of all federal, state, county, municipal and other agencies, authorities or bodies having jurisdiction over the Premises. Notwithstanding the foregoing, but subject to the provisions of Section 9(f) below regarding the ADA (as defined therein), Tenant shall not be obligated to make any structural alterations to the Building if similar alterations will be required to be made in the Building as a whole, as distinguished from alterations made necessary by Tenant’s particular use of the Premises or required to be made to, or made necessary by, Tenant Alterations; provided, however, that the cost of any such alterations made by Landlord may be included in Expenses except for capital alterations which are required under governmental laws, regulations, or ordinances applicable to the Building as of the date of this lease and to the extent otherwise excluded from Expenses by this lease.

     Tenant shall not make or permit any use of the Premises or the Building, or do or permit to be done anything in or upon the Premises or the Building, or bring or keep anything in the Premises or the Building, which directly or indirectly is forbidden by any of the foregoing or which may be dangerous to persons or property, or which may invalidate or increase the rate of insurance on the Building above the standard risk for tenants of first-class office buildings, its

appurtenances, contents or operations, or which would tend to create or continue a nuisance or which is contrary to or prohibited by the terms and conditions of this lease.

      7.  TENANT IMPROVEMENTS . Subject to Landlord’s obligations with respect to the Landlord’s Work, Tenant shall, at its sole cost and expense (subject to application of the allowances provided for in the Workletter), perform such work (“Tenant’s Work”) as may be necessary or desired by Tenant to improve the Premises for occupancy, all subject to and in accordance with the provisions of this lease and the Workletter.

      8.  SERVICES .

     (a)  General Description of Services . So long as this lease is in full force and effect, Landlord shall furnish the following services (the cost of which may be included in Expenses):

     (i) Air conditioning and heat when necessary to provide a temperature condition required, in Landlord’s reasonable judgment, for comfortable occupancy of the Premises under normal business operations, Monday through Friday from 8:00 A.M to 6:00 P.M. and Saturdays from 8:00 A.M to 1:00 P.M. Holidays excepted. The design specifications for the Building air conditioning and heating system servicing the Premises under the design loads for such system are set forth in the Description of Base Building Work attached to the Workletter as Attachment 1. Levels of heating and air conditioning are subject to adjustments pursuant to compliance by Landlord with Laws and governmental guidelines relating to energy use.

     (ii) Domestic water in common with other tenants for drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord within the core of the Building, and warm water in common with other tenants for lavatory purposes and for ordinary office kitchen purposes from the same regular Building supply and fixtures.

     (iii) Customary janitor and cleaning service in and about the Premises and common areas of the Building in accordance with the specifications attached hereto as Exhibit E. Tenant shall not provide or use any other janitor or cleaning service.

     (iv) Passenger elevator service in common with Landlord and other persons, Monday through Friday from 8:00 A.M. to 6:00 P.M. (Saturdays from 8:00 A;M. to 1:00 P.M.), Sundays and Holidays excepted; and freight elevator service in common, with Landlord and other persons, and subject to prior scheduling with Landlord, Monday through Friday from 8:00 A.M. to 4:00 P.M., Saturdays, Sundays and Holidays excepted. Limited passenger elevator service shall be provided daily at all times when the aforesaid passenger elevator service is not furnished.

     (v) Without limitation of Item 3 of Attachment 2 to the Workletter, security at a level consistent with that provided by comparable first-class office buildings in downtown Chicago, Illinois.

     (b)  Electricity . Except as hereinafter provided, electricity shall not be furnished by Landlord, but shall be furnished by Commonwealth Edison Company or another electric utility company serving the area selected by Landlord. Landlord shall permit Tenant to receive such service direct from such utility company at Tenant’s cost, and shall permit Landlord’s wire and conduits, to the extent available, suitable and safely capable, to be used for such purposes. The capacity of the electrical service to the Premises is set forth in the Description of Base Building Work attached to the Workletter as Attachment 1. Tenant shall make all necessary arrangements with the utility company for metering and paying for electric current furnished by it to Tenant, and Tenant shall pay for all charges for electric current consumed on the Premises during Tenant’s occupancy thereof. Tenant shall make no alterations or additions to the electric equipment or systems in the Premises or the Building without the prior written consent of Landlord in each instance. Tenant also agrees to purchase from Landlord or its agents, as Landlord shall direct, all lamps, bulbs, ballasts and starters used in the Premises during the Term. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity referred to above. Notwithstanding the foregoing, Landlord reserves the right to provide electricity to the Premises in whole or in part, and in such event Tenant agrees to purchase such electricity from Landlord, at Landlord’s then current charges at rates which shall not exceed the rates for such service charged to tenants of the Building leasing space comparable in size to the space leased by Tenant. If the Premises are not separately metered for any reason, or are separately metered only in part, then Tenant shall pay Landlord, as additional Rent, in monthly installments at the time prescribed for monthly installments of Monthly Base Rent, amounts determined by Landlord based upon Landlord’s then established rates therefor, which shall not exceed the rates for such service charged to tenants of the Building leasing space in size comparable in size to the space leased by Tenant.

     (c)  Telephone . All telegraph, telephone, and electric connections which Tenant may desire shall be first approved by Landlord in writing, before the same are installed, and the location of all wires and the work in connection therewith shall be performed by contractors approved by Landlord, which approval shall not be unreasonably withheld, and shall be subject to the reasonable direction of Landlord. Landlord reserves the right to designate and control the entity or entities providing telephone or other communication cable installation, repair and maintenance in the Building and to restrict and control access to telephone cabinets. In the event landlord designates a particular vendor or vendors to provide such cable installation, repair and maintenance for the Building, Tenant agrees to abide by and participate in such program, provided that the rates for such installation, repair and maintenance are commercially reasonable in view of similar programs in comparable buildings. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and related wiring in the Premises, including, without limitation, any hook-up, access and maintenance fees related to the

installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Expenses for the Building all installation, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and related wiring in the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and related wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or related wiring in the Building, Landlord or any vendor hired by Landlord may, if such failure is not cured upon reasonable prior notice to Tenant (except in the case of an emergency, where no notice shall be required), enter into and upon the Premises and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith and Landlord shall have no liability to Tenant by reason thereof). Upon the Expiration Date, Tenant agrees to remove all telephone cables and related wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone service to the Premises and the Building.

     (d)  Extra or Additional Services . Tenant may request Landlord to provide services which are extra or additional services to those described in Section 8(a), by advance request to Landlord. If Landlord shall agree to so provide any such services which are extra or in addition to those services described in Section 8(a), Tenant shall pay for any such extra or additional services so provided by Landlord at Landlord’s established rates therefor from time to time, or if there are no established rates, then at the rate of 115% (or, with respect to after-hours HVAC,- at the rate of 100%) of the cost of providing such service, or as otherwise agreed by Landlord and Tenant. Landlord’s current rates for after-hours HVAC are $70.50 per hour for ventilation only, $139.16 per hour for heating (perimeter) and ventilation, and $167.69 per hour for air conditioning and ventilation. All charges for any such extra or additional services so provided by Landlord shall be deemed to be additional Rent hereunder and shall be due and payable within ten (10) days after Tenant receives Landlord’s bill therefor, or in installments as may be designated by Landlord to Tenant in writing. If Tenant fails to pay when due Landlord’s proper charges for any such extra or additional services, Landlord shall have the right, in addition to all other rights and remedies available to Landlord, to discontinue furnishing any such extra or additional services for which Tenant has failed to pay. If Landlord discontinues any such extra or additional services as provided in this Section 8(d), no such discontinuance shall be deemed an eviction or disturbance of Tenant’s use of the Premises or render Landlord liable for damages or relieve Tenant from performance of Tenant’s obligations under this lease.

     (e)  Holidays . For purposes of this Section 8, “Holidays” means New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and any other

day customarily designated as a holiday by landlords operating first-class office buildings in downtown Chicago, Illinois.

     (f)  Interruption of Services. Tenant agrees that neither Landlord, nor any of Landlord’s constituent members, nor any of their respective agents, partners or employees, shall be liable for damage or injury to person, property or business or for loss or interruption of business, or for any other matter, in the event there is any failure, delay, interruption or diminution in furnishing any service. No such failure, delay, interruption or diminution shall be deemed to constitute an eviction or disturbance of Tenant’s use or possession of the Premises, in whole or in part, actual or constructive, nor entitle Tenant to any claim for set-off, abatement or reduction of Rent, nor render Landlord liable for damages, nor relieve Tenant from the performance of or affect any of Tenant’s obligations under this lease. Notwithstanding the foregoing, if due to Landlord’s wrongful act or omission services described in Sections 8(a)(i), (ii) (limited to water supplied to base building washrooms) and (iv) and 8(b) above are interrupted, so that Tenant is not able and actually ceases to conduct any business activities in the Premises for a period of five (5) consecutive business days, Base Rent and Additional Rent shall abate as of the sixth (6th) consecutive business day and thereafter until such time as service is restored so that Tenant is able to or actually resumes occupancy of the Premises for any of its customary business activities.

     Landlord shall use commercially reasonable efforts to minimize any failure, delay, interruption or diminution in furnishing any service.

     (g)  Tenant’s Cooperation. Tenant agrees to cooperate fully with Landlord, at all times, in abiding by reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of all utilities and services reasonably necessary for the operation of the Premises or the Project. Landlord and its contractors shall have free access, upon reasonable prior notice (except in an emergency, where no notice shall be required), to any and all mechanical installations in the Premises, and Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with the moving of the servicing equipment of Landlord to or from the enclosures containing said installations. Tenant further agrees that neither Tenant nor its employees, agents or contractors shall at any time tamper with, adjust or otherwise in any manner adversely affect Landlord’s mechanical installations in the Premises or the Project.

     (h)  Supplemental Heating or Cooling. Whenever, in Landlord’s reasonable judgment, Tenant’s use or occupation of the Premises, including lighting, personnel, heat generating machines or equipment, or airborne emissions of smoke or other particulates, individually or cumulatively, causes the design loads for the system providing heat and air-cooling to be exceeded, or otherwise affects adversely the temperature, humidity or air quality otherwise maintained by the heating, ventilating and air handling or conditioning system in the Premises or the Building, and Tenant fails to cure such effect by adjusting Tenant’s loads or installing supple-

mentary heating or air handling or conditioning units within fifteen (15) days after notice from Landlord, Landlord may, but shall not be obligated to, temper such excess loads by installing supplementary heating or air handling or conditioning units in the Premises or elsewhere where necessary. In such event, the cost of such units and the expense of installation, including without limitation, the cost of preparing working drawings and specifications, plus ten percent (10%) of the cost of such units and of the hard costs of installation as an overhead and supervision fee if such cost and hard costs are less than $100,000.00 in any instance and five percent (5%) of the cost of such units and of the hard costs of installation as an overhead and supervision fee if such cost and hard costs are $100,000.00 or more, shall be paid by Tenant as additional Rent within ten (10) days after Landlord’s demand therefor. Alternatively, Landlord may require Tenant to install such supplementary heating or air handling or conditioning units at Tenant’s sole expense. Landlord may operate and maintain any such supplementary units, but shall have no continuing obligation to do so or liability in connection therewith. The expense resulting from the operation and maintenance of any such supplementary heating or air handling or conditioning units, including utility charges, charges for condenser water, repair costs, labor costs and rent for space occupied by any supplementary heating or air handling or conditioning units installed in Rentable Area outside the Premises, shall be paid by Tenant to Landlord as additional rent at rates fixed by Landlord, which shall be, for condenser water, actual tap fees incurred plus $98.65 per ton of supplemental cooling capacity per year, subject to adjustment to reflect changes in costs of supplying condenser water. Alternatively, Landlord may require Tenant to operate and maintain any such supplementary units, also at Tenant’s sole expense.

      9.  CONDITION AND CARE OF PREMISES .

      (a)  Condition of Premises . Tenant’s taking possession of the Premises or any portion thereof shall be conclusive evidence against Tenant that such portion of the Premises was then in good order and satisfactory condition, subject to completion of the Base Building Work and to latent defects in any Base Building Work of which Tenant gives Landlord notice within one (1) year after substantial completion of such Base Building Work, and also subject to Landlord’s obligations under this lease. Tenant acknowledges that, except as expressly set forth herein and in the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and that no promise by or on behalf of Landlord, any of Landlord’s constituent members, the leasing agent of the Project or any of their respective agents, partners or employees, to alter, remodel, improve, repair, decorate or clean the Premises has been made to or relied upon by Tenant, and that no representation respecting the condition of the Premises or the Project by or on behalf of Landlord, its constituent members, or any of their respective agents, partners or employees has been made to or relied upon by Tenant, except to the extent expressly set forth in this lease or in the Workletter.

      (b)  Tenant’s Repairs . Subject to the provisions regarding fire and other casualty losses set forth in Section 17 hereof, Tenant, at its expense, shall (i) keep the Premises (including all Landlord’s Work and Tenant Alterations) in good order, repair and condition at all times

during the Term, and (ii) promptly and adequately repair all damage to the Premises, including damage to interior windows and to any portion of the Building air conditioning, heating, electrical and plumbing systems which run through the Premises and which serve the Premises, caused by Tenant or its contractors, agents, employees or invitees. Tenant shall give prompt notice to Landlord of any material repair, maintenance or replacement items required under this Section 9(b). All work with respect to any such maintenance, repair or replacement shall be performed within a reasonable period after the need for such action arises and shall be subject to the provisions of Section 14 hereof. If Tenant fails to perform such work within a reasonable period and such failure continues for thirty (30) days after written notice to Tenant from Landlord (except in the case of an emergency, when no such notice or cure period shall be required), Landlord may, in its sole discretion, elect to effect such repairs whether or not Tenant would otherwise be prepared to do so, and, in such case, Tenant shall pay Landlord the cost thereof plus a coordination and management fee equal to ten percent (10%) of such cost, upon Landlord’s written demand.

     (c)  Landlord’s Repairs . Subject to the provisions regarding fire and other casualty losses set forth in Section 17 hereof, Landlord shall (i) keep the foundations, roofs, exterior walls, and the structural elements of the Building, and the public areas in the Building, exclusive of the Premises and other tenant spaces occupied by or under the control of tenants, in good order, .repair and condition at all times during the Term, and (ii) keep in good order, condition and repair all outside windows of the Premises and the electrical, plumbing, heating, ventilating and air conditioning systems servicing the Premises (other than as set forth in Section 9(b) above). Notwithstanding the foregoing, (A) Landlord shall not be responsible for the maintenance or repair of any floor or wall coverings in the Premises or any of such systems which are located within the Premises and are supplemental or special to the Building’s standard systems which are located within the Premises and are supplemental or special to the Building’s standard systems; and (B) subject to the provisions of Sections 16(a) and 22(b) below, the cost of performing any of said maintenance or repairs, whether to the Premises or to the Building, caused by the negligence of Tenant, its employees, agents, servants, subtenants or contractors, shall be paid by Tenant immediately upon Landlord’s demand therefor. Upon reasonable prior notice (except in the case of an emergency, where no such notice Shall be required), and so long as Landlord uses good faith efforts to maintain reasonable access to the Premises, minimize unreasonable interference with the conduct of Tenant’s business, and avoid any permanent material adverse affect on the appearance of the Premises, and subject to the restrictions contained in Section 13(n) below, Landlord may, but shall not be required to, enter the Premises at all reasonable times to make repairs, alterations, improvements and additions to the Premises as Landlord shall deem necessary; to make repairs, alterations, improvements and additions to the Building or to any equipment located in the Building as Landlord shall deem necessary or reasonably deem desirable; and to make repairs, alterations, improvements and additions to the Premises, the Building or such equipment as Landlord may be required to make by governmental authority or court order or decree.

      (d)  No Rights to Light. Air or View. This lease does not grant any rights to light, air or view over or about the real property of Landlord or any other real property. Landlord specifically excepts and reserves to itself all rights to and the use of any roofs, the exterior portions of the Premises, the land, improvements and air and other rights below the improved floor level of the Premises, the improvements and air and other rights above the improved ceiling of Premises, the improvements and air and other rights located outside the demising walls of the Premises and, subject to the restrictions contained in Section 13(n) below, such areas within the Premises as are required for installation of utility lines and other installations required to serve the Building or any occupants of the Building, and Landlord specifically reserves to itself the right to use, maintain and repair same, and no rights with respect thereto are conferred upon Tenant, unless otherwise specifically provided herein.

      (e)  Hazardous Substances. Tenant shall comply, at its sole expense, with all Laws relating to the protection of public health, safety and welfare and with all environmental Laws in the use, occupancy and operation of the Premises. Tenant agrees that no Hazardous Substances (as hereinafter defined) shall be used, located, stored or processed on the Premises or be brought into the Building by Tenant except for (i) minor quantities of cleaning materials customary for office use and (ii) aerosol glue in quantities which are both safe and reasonably necessary for Tenant’s normal use in its production room, provided that the foregoing are handled, stored and disposed of in compliance with all applicable Laws, and subject to the provisions of Section 6 of this Lease. Tenant further agrees that no Hazardous Substances will be released or discharged from the Premises (including, but not limited to, ground water contamination), except that aerosol glue shall be vented directly from Tenant’s production room to the extent required by Law or by Landlord, and to the extent permitted by Law, by means of a venting system installed as part of the Tenant’s Work under the Workletter or pursuant to Section 14 of this Lease. The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without limitation, PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or hereafter included under or regulated by any environmental Laws or that would pose a health, safety or environmental hazard. In the event that Tenant is notified of any investigation or violation of any environmental Law arising from Tenant’s activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of environmental Law arising from Tenant’s activities exists, Landlord may conduct such tests and studies relating to compliance by Tenant with environmental Laws or the alleged presence of Hazardous Substances upon the Premises as Landlord deems desirable, all of which shall be completed at Tenant’s expense. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with environmental Laws, as a result of the exercise, or non-exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns (collectively, the “Landlord Parties”), from and against any and all loss, claim, expense, liability

and cost (including attorneys’ fees) arising out of or in any way related to the presence of any Hazardous Substance introduced to the Premises during the Term by Tenant or its employees, agents, servants, subtenants or contractors.

     Landlord agrees, as to any Hazardous Substances (as now defined) existing in the Premises on the date hereof, to remove or otherwise remediate such Hazardous Substances if and to the extent required by law, at Landlord’s sole cost and expense.

      (f)  Americans with Disabilities Act . Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA” ) establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility” , (2) whether such requirements are “readily achievable” , and (3).whether a given alteration affects a primary function area or triggers “path of travel” requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the common areas of the Building, except as provided below, (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this lease, and (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title HI “path of travel” requirements triggered by alterations in the Premises. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant’s employees.

      10.  SURRENDER OF PREMISES .

      (a)  Surrender . Upon the termination of this lease by lapse of time or otherwise or upon the earlier termination of Tenant’s right of possession, Tenant shall surrender possession of the Premises to Landlord and deliver all keys, computer cards or codes and other entry devices to the Premises to Landlord and make known to Landlord the combinations of all locks of vaults then remaining in the Premises, and shall, subject to the following subparagraphs, return the Premises and all equipment and fixtures of Landlord therein to Landlord in as good condition as when Tenant originally took possession, except for ordinary wear and tear, and except for loss or damage by fire or other casualty or condemnation, failing which Landlord may restore the Premises and such equipment and fixtures to such condition, and Tenant shall pay the cost thereof to Landlord on demand.

      (b)  Ownership of Improvements . All installations, additions, partitions, hardware, fixtures and improvements, temporary or permanent (including Tenant Alterations), except movable furniture and equipment and other personal property or trade fixtures belonging to Tenant, and except as may be otherwise agreed by Landlord and Tenant pursuant to the

Workletter, in or upon the Premises, whether placed there by Tenant or Landlord, shall, upon the termination of this lease by lapse of time or otherwise or upon the earlier termination of Tenant’s right of possession, become Landlord’s property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant; provided, however, that if at the time Landlord consents to Tenant’s installation of Tenant Alterations or other installations, additions, partitions, hardware, fixtures and improvements or at any other time prior to termination of this lease or Tenant’s right to possession, Landlord requires or agrees to permit removal of the same upon termination, then Tenant, at Tenant’s sole cost and expense, upon termination of this lease by lapse of time or otherwise or upon the earlier termination of Tenant’s right of possession, shall promptly remove such designated items, and Tenant shall thereafter repair any damage to the Premises or the Project caused by such removal, failing which Landlord may remove the same and repair the Premises or the Project, as the case may be, and Tenant shall pay the cost thereof to Landlord on written demand. Without limitation of the foregoing, if any of the Tenant Alterations involved the lowering of ceilings, raising of floors or the installation of specialized wall or floor coverings or lights, then Tenant, at Landlord’s request, shall also be obligated to return such surfaces to their condition prior to the commencement of this lease. Further, at Landlord’s request, Tenant shall be required to close any staircases or other openings between floors within the Premises. Tenant’s failure to perform the work described in the preceding sentences on or before the expiration or earlier termination of this lease or Tenant’s right of possession hereunder, shall, without limitation on other rights or remedies available to Landlord, give rise to the right of Landlord to perform such work, and Tenant shall pay the costs thereof to Landlord on written demand. Notwithstanding any of the foregoing, Tenant shall not be required to remove any Tenant’s Work performed pursuant to the Workletter. Furthermore, Tenant shall not be required to remove the existing staircases between floors of the Premises if this lease expires as to the portion of the Premises in which such staircases are located by lapse of time, without earlier termination of this lease or Tenant’s right of possession as to such portion of the Premises or any other termination of this lease as to all or such portion of the Premises prior to the stated expiration of the Term.

      (c)  Removal of Personal Property. Upon the termination of this lease by lapse of time or otherwise or upon the earlier termination of Tenant’s right of possession, Tenant shall remove from the Premises Tenant’s furniture, machinery, safes and other items of movable personal property of every kind and description and Tenant’s trade fixtures, and Tenant shall restore any damage to the Premises or the Project caused thereby (such removal and restoration to be performed prior to the expiration of the Term and prior to or immediately following any earlier termination of this lease or Tenant’s right of possession), failing which Landlord may do so and thereupon the provisions of Section 19(f) shall apply; provided, however, if this lease or Tenant’s possession terminates prior to the originally stated Expiration Date, Tenant may not, without Landlord’s prior written consent, remove any of its furniture, trade fixtures or other personal property for which Landlord paid or gave Tenant an allowance, in whole or in part, in which case, at Landlord’s election, such property shall be deemed to have been conveyed to Landlord as by bill of sale without further payment or credit by Landlord to Tenant.

      (d)  Survival. Without limitation of any other obligations of Tenant which shall survive the expiration or termination of this lease, all obligations of Tenant under this Section 10 shall survive the expiration or earlier termination of this lease.

      11.  HOLDING OVER. If Tenant retains possession of the Premises or any part thereof after the termination of the lease by lapse of time or otherwise or after the earlier termination of Tenant’s right of possession, Tenant shall pay to Landlord as Rent during such holdover period an amount equal to 150% of the Rent (based on the Base Rent plus the most current Additional Rent Estimate for the entire Premises) on a per diem basis. In addition to and without limiting any other rights and remedies which Landlord may have on account of such holding over by Tenant, Tenant shall indemnify Landlord from and against any and all direct and consequential damages suffered by Landlord on account of such holding over by Tenant, including any damages and claims by tenants entitled to future possession. No occupancy by Tenant after the expiration or other termination of this lease shall be construed to extend the Term. The provisions of this Section 11 shall not be deemed to limit or constitute a waiver of any rights or remedies of Landlord as provided herein or at law or equity.

      12.  RULES AND REGULATIONS. Tenant agrees to observe and not to interfere with the rights reserved to Landlord contained in Section 13 hereof and elsewhere in this lease and agrees, for itself, its employees, agents and contractors, to accept and comply with the rules and regulations set forth in Exhibit F attached to this lease, and elsewhere in this lease, and such other rules and regulations as may be adopted from time to time by Landlord for the Building pursuant to Section 13(o) or any other Section of this lease, and to use reasonable efforts to cause its invitees to comply with such rules and regulations. The rules and regulations in Exhibit F and all other rules and regulations made in accordance with this lease are intended and shall be construed to supplement and not limit or restrict in any way any of Landlord’s rights or Tenant’s obligations contained in Section 13 or any other Section of this lease. Nothing contained in this lease shall be construed to impose upon Landlord any duty or obligation to enforce any of said rules and regulations or the terms, covenants or conditions of any other lease against any other tenant or any other person. Landlord shall not, however, discriminatorily enforce against Tenant rules and regulations applicable to office tenants of the Building generally.

      13.  RIGHTS RESERVED TO LANDLORD. Landlord reserves and shall have the following rights, each of which shall, unless expressly provided otherwise, be exercisable without notice and without liability of Landlord, its constituent members, or any of their respective agents, partners or employees, to Tenant for damage or injury to property, person or business or for loss or interruption of business, or for any other matter, and without effecting an eviction or disturbance of Tenant’s use or possession, in whole or in part, actual or constructive, or giving rise or entitling Tenant to any claim for set-off, abatement or reduction of Rent or relieving Tenant from the performance of or affecting any of Tenant’s obligations under this lease:

     (a) To change the name or, upon not less than sixty (60) days’ notice, the street address of the Building; provided that if Landlord voluntarily changes the Building’s street address it shall reimburse Tenant for any reasonable printing costs incurred by Tenant to replace obsolete stationery and business cards;

     (b) To install and maintain or remove signs on the exterior and interior of the Building and the Project.

     (c) To prescribe the location and style of the suite number and identification sign or lettering for the Premises.

     (d) To retain at all times, and to use in appropriate instances, pass keys and other entry devices for all doors into and within the Premises; provided, however, that Tenant may from time to time designate limited areas of the Premises as secured areas to which Landlord shall not have access except in emergencies and except as otherwise hereinafter provided. Landlord shall not be required to supply janitor service or other routine maintenance services to any such secured areas. In an emergency, Landlord, Building service personnel or other emergency personnel may immediately use self-help measures, including force, to gain access to any such secured areas, and the expense of repair of any damage caused thereby shall be borne by Tenant, subject to the provisions of Section 16 below. Tenant shall, upon reasonable verbal notice from Landlord, and in the company of an employee of Tenant if Tenant so requires, allow Landlord access to secured areas for the purposes referred to in Sections 13(f) and (i) below.

     (e) To grant to anyone the right to conduct any business or render any service in any part of the Project.

     (f) To enter the Premises for supplying janitor service or other services to be provided to Tenant hereunder, or in the exercise of Landlord’s rights hereunder, and upon reasonable prior notice (except for routine services to be performed by Landlord hereunder, or where this lease otherwise permits entry without notice or in the event of an emergency, in which case immediate entry shall be permitted) for other reasonable purposes.

     (g) To require all persons entering or leaving the Project or any part thereof during such non-business hours as Landlord may from time to time reasonably determine to identify themselves to security personnel by registration or otherwise and to establish their right to enter or leave in accordance with Landlord’s security controls. Landlord shall not be liable in damages or otherwise for any error with respect to admission to or eviction or exclusion from the Project or any part thereof of any person. Notwithstanding anything contained herein to the contrary, in case of fire, casualty, invasion, insurrection, mob, riot, act of terrorism, civil disorder, public excitement or other commotion, or threat

thereof, Landlord reserves the right to limit or prevent access to the Project or any part thereof during the continuance of the same, halt elevator service, activate elevator emergency controls, or otherwise take such action or preventive measures reasonably deemed necessary by Landlord for the safety or security of the tenants or other occupants of the Project or the protection of the Project and the property in or about the Project. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord from time to time.

     (h) To control, restrict and prevent access to any areas of the Project, provided that reasonable access to the Premises shall be maintained.

     (i) To rearrange, relocate, enlarge, reduce or change corridors, exits, elevators, stairs, lavatories, doors, entrances in or to the Building and to decorate and to make repairs, alterations, additions and improvements, structural or otherwise, in or to the Land or the Project or any part thereof, including the Premises, and any adjacent building, land, street or alley, including for the purpose of connection with or entrance into or use of the Land or the Project in conjunction with any adjoining or adjacent building or buildings or pedestrian ways, now existing or hereafter constructed, provided that Landlord uses good faith efforts to maintain reasonable access to the Premises, minimize unreasonable interference with the conduct of Tenant’s business, and avoid any permanent material adverse affect on the appearance of the Premises. In that regard, Landlord may erect scaffolding and other structures reasonably required by the character of the work to be performed, and during such operations to enter upon the Premises upon reasonable prior notice and take into and upon or through any part of the Project, including the Premises, all materials that may be required to do such work or make such decorations, repairs, alterations, improvements or additions, and in connection with any of the foregoing, to close public entryways, other public spaces, stairways or corridors and interrupt or temporarily suspend any services or facilities agreed to be furnished by Landlord. Landlord may at its option do any such work and make any such decorations, repairs, alterations, improvements and additions in and about the Project and the Premises during ordinary business hours, so long as Landlord shall use reasonable efforts in any entry to the Premises not to unreasonably disturb Tenant’s occupancy during business hours of the Building.

     (j) To establish reasonable controls for the purpose of regulating all property and packages to be taken into or removed from the Building and Premises.

     (k) To reasonably regulate delivery of supplies and services in order to ensure the cleanliness and security of the Project and to avoid congestion of the loading docks, receiving areas and freight elevators.

     (l) To approve the weight, size and location of safes, vaults, books, files and other heavy equipment and articles in and about the Premises and the Building so as not to exceed the design live load per square foot designated by the structural engineers for the Building, and to require all such items and furniture and similar items to be moved into or out of the Building and Premises only at such times and in such manner as Landlord shall direct in writing. Tenant shall not install or operate machinery or any mechanical devises of a nature not directly related to Tenant’s ordinary use of the Premises without the prior written consent of Landlord.

     (m) To show the Premises to prospective tenants at reasonable hours during the last twelve (12) months of the Term or to prospective mortgagees, ground lessors or purchasers of the Land or Building or both at any time.

     (n) To erect, use and maintain concealed pipes, ducts, wiring and conduits, and appurtenances thereto, in and through the Premises in walls, below the floor and above the suspended ceiling.

     (o) From time to time to make and adopt such rules and regulations, in addition to or as an amendment to rules and regulations contained in Exhibit F attached to this lease or other Sections of this lease, or adopted pursuant to this or other Sections of this lease, for the use, entry, operation or management of the Premises or the Project or for the protection or welfare of the Project or its tenants or occupants, or any property therein, as Landlord may reasonably determine, and Tenant agrees to accept, abide by and comply with all such rules and regulations.

     (p) To designate and/or approve, prior to installation, all types of window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises.

     (q) To have access to any mail chute and boxes located in or on the Premises as required by any applicable rules of the Building or of the United States Post Office.

      14.  ALTERATIONS .

      (a)  Consent; Conditions . Tenant shall not perform any Tenant Alterations without first obtaining the prior written consent of Landlord. Without limitation on the foregoing, Landlord may impose such conditions with respect to Tenant Alterations as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish to Landlord for its approval prior to commencement of any work or entry by Tenant’s contractors into the Premises or the Building, security for the payment of all costs to be in connection with any such Tenant Alterations (if reasonably deemed prudent by Landlord), insurance against liabilities which may

arise out of the Tenant Alterations and plans and specifications and permits necessary for the Tenant Alterations.

     Landlord agrees not to unreasonably withhold or delay its consent to any Tenant Alterations; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord’s opinion, such work: could adversely affect building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly or hazardous to remove or demolish; requires entry into another tenant’s premises or use of public areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may reasonably withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing.

     In addition, Tenant may perform certain interior decorating or other non-structural alterations to the Premises such as carpeting, painting (so long as the odors from the same do not interfere with any other tenant’s operations), hanging artwork or wall coverings, installing furniture systems, or other similar interior decorating improvements, without obtaining Landlord’s consent therefor, but only if (i) such items do not affect the Building structure or systems, the public areas of the Building or any other tenant space, (ii) the cost of such items does not exceed, in any twelve-month period, $25,000.00 and (iii) Tenant gives prior written notice to Landlord of such items, including a description of the contemplated work and the types of materials being used, and subject to the remaining requirements of this Section except that approval of plans and specifications shall not be required for interior decorating where plans and specifications are not appropriate for the work to be performed.

      (b)  Contractors. Tenant Alterations shall be done at Tenant’s expense by agents or contractors hired by Tenant who are reasonably acceptable to Landlord and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants, contractors or service providers at the Building. Before employing any such contractors, Tenant shall submit to Landlord the names and addresses of such contractors.

      (c)  Costs; Mechanic Liens. Tenant shall promptly pay the cost, when due, of all Tenant Alterations. In addition to the cost of such Tenant Alterations, Tenant shall also pay to Landlord or to its designated agent, as Landlord shall direct, an amount equal to ten percent (10%) of the hard costs of Tenant Alterations when such hard costs are less than $100,000.00 in any instance and five percent (5%) of the hard costs of Tenant Alterations when such hard costs are $100,000.00 or more, as a coordination and management fee allocable to the Tenant Alterations. Upon completion of any Tenant Alterations, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services and materials sufficient to waive all rights to liens under

the Illinois Mechanic’s Lien law arising or from the work done. Tenant shall not permit any lien or claim for lien of any mechanic, labor or supplier or any other lien to be filed against the Building, the Land or the Premises or any part thereof, arising out of any Tenant Alterations or other work performed or alleged to be performed, by or at the direction of Tenant. If any such lien or claim for lien is filed, Tenant shall, within ten (10) days of receiving notice of such lien or claim, (i) have such lien or claim for lien released of record, (ii) cause Landlord’s title insurer to insure over such lien or claim for lien on each outstanding owner’s and loan policy or (iii) deliver to Landlord security in form, content, and amount satisfactory to Landlord relative to such lien or claim for lien. Without limitation of the foregoing, Tenant shall indemnify, defend and hold harmless, Landlord and the other Landlord Parties, from and against any such lien or claim for lien, and the foreclosure or attempted foreclosure thereof. If Tenant fails to take the one of the actions described in subclauses (i), (ii) or (iii) above, then Landlord, without investigating the Validity of such lien or claim for lien, may pay or discharge the same, and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the payment so paid by Landlord, including Landlord’s expenses and attorneys’ fees related thereto.

      (d)  General . Tenant agrees to indemnify, defend by counsel reasonably acceptable to Landlord and hold Landlord and the other Landlord Parties, and the Project, harmless of, from and against any and all losses, damages, liabilities, claims, liens; costs and expenses, including without limitation court costs and reasonable attorneys’ fees and expenses, arising in connection with any Tenant Alterations. All Tenant Alterations done by Tenant or its contractors, including work done pursuant to Section 9, shall be performed in a first class workerlike manner using only good grades of materials and shall comply with all insurance requirements of Landlord and all Laws. Within thirty (30) days after substantial completion of any Tenant Alterations by or on behalf of Tenant, Tenant shall furnish to Landlord “as built” working drawings of such Tenant Alterations. All Tenant Alterations shall be performed in accordance with Landlord’s standard construction rules and regulations for the Building. In no event shall any supervision or right to supervise by Landlord, nor shall any approvals given by Landlord hereunder, constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of the Tenant Alterations, or impose any liability upon Landlord in connection with the performance of such work.

      15.  ASSIGNMENT AND SUBLETTING.

      (a)  Prohibitions. Tenant shall not, either prior or subsequent to the commencement of the Term, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist Upon or be subjected to any lien or charge, this lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this lease or Tenant’s interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this lease or by anyone other than Tenant and Tenant’s employees. Landlord has the absolute right to withhold its consent to any of such acts without giving any reason whatsoever, except as herein

expressly provided to the contrary in Section 15(d). In no event shall this lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, except as provided by law, and in no event shall this lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Any of the foregoing performed or attempted in violation of the provisions of this Section shall be null and void.

      (b)  Continuing Liability . No assignment, subletting, use, occupancy, transfer or encumbrance by Tenant shall operate to relieve Tenant from any covenant, liability or obligation hereunder except to the extent, if any, expressly provided for in any such written consent of Landlord to the foregoing, and none of the foregoing, and no consent to any of the foregoing, shall be deemed to be a consent to or relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred .in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant.

      (c) Notice of Proposed Assignment or Sublease; Recapture . Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than thirty (30) nor more than one hundred eighty (180) days after the date of the giving of Tenant’s notice to Landlord) to assign this lease or sublet all or any part of the Premises for the balance or any part of the Term, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant within fifteen (15) days after its receipt of Tenant’s notice, (1) in the case of (A) an assignment of this Lease or (B) a subletting of space which, when added to all prior sublettings of space which are still in effect, aggregates 15,000 square feet or more of Rentable Area, to terminate this lease with respect to the space described in Tenant’s notice as of the date stated in Tenant’s notice for the commencement of the proposed assignment or sublease, or (2) to consent or refuse to consent to the proposed assignment or sublease, as described in Section 15(d) below. Tenant’s notice shall include the name and address of the proposed assignee or subtenant, a true and complete copy of the. proposed assignment or sublease and sufficient information, as Landlord deems reasonably necessary, to permit Landlord to determine (i) the financial responsibility and character and the nature of the business of the proposed assignee or subtenant, and (ii) whether Landlord has the right under this lease to withhold consent to the proposed assignment or sublease. If Tenant’s notice covers all of the Premises and if Landlord exercises its right to terminate this lease as to such space, then this lease shall expire and end on the date stated in Tenant’s notice for the commencement of the proposed assignment or sublease as fully and completely as if that date had otherwise been the Expiration Date. If, however, Tenant’s notice covers less than all of the Premises, and if Landlord exercises its right to terminate this lease with respect to such space described in Tenant’s notice, then as of the date stated in Tenant’s notice for the commencement of the proposed sublease, the Base Rent and Tenant’s Proportionate Share shall be adjusted on the basis of the number of square feet of

Rentable Area retained by Tenant, and this lease as so amended, shall continue thereafter in full force and effect. Landlord shall pay the cost of separately demising any such space.

     Notwithstanding any of the foregoing to the contrary, if Landlord notifies Tenant that Landlord has elected to terminate this lease with respect to the space described in a notice from Tenant regarding a prospective assignment or sublease transaction, as described in clause (1) above, Tenant shall have the right, at its election, to rescind its earlier notice to Landlord regarding such transaction, which rescission shall be exercised by notice to Landlord no later than five (5) days following Tenant’s receipt of Landlord’s election (time being of the essence), whereupon this lease shall continue in full force and effect, and Tenant’s earlier notice to Landlord of a desire to make the subject assignment or sublease shall be deemed null and void.

      (d)  Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid or is not entitled to do so, Landlord will not unreasonably withhold or delay its consent to Tenant’s assignment of this lease or subletting the space covered by Tenant’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) any monetary default or any other uncured Default by Tenant shall then exist (which shall no longer be a basis for withholding consent if such default or Default is cured); (ii) any notice of termination of this lease or termination of Tenant’s right of possession shall have been given under Section 19; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Building and Landlord has space available and suitable for it; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this lease or

subletting of any part of the Premises must be approved in writing by Landlord prior to publication, which approval shall not apply to the quoted rent, and shall not be unreasonably withheld or delayed.

      (e)  Excess Rent Payment . If Tenant (as Tenant or debtor-in-possession) shall assign this lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the Rent or pro rata portion thereof due and payable by Tenant under this lease, then Tenant shall pay to Landlord as additional Rent one-half (1/2) of any such excess rent or other consideration immediately upon receipt under any such assignment or, in the case of a sublease, (i) on the later of the first day of each month during the term of any sublease, or the day of receipt from such subtenant, one-half (1/2) of the excess of all rent and other consideration paid by the subtenant for such month over the Rent then payable to Landlord pursuant to the provisions of this lease for said month (or if only a portion of the Premises is being sublet, one-half (1/2) of the excess of all rent and other consideration due from the subtenant for such month over the portion of the Rent then payable to Landlord pursuant to the provisions of this lease for said month which is allocable on a Rentable Area basis to the space sublet), and (ii) immediately upon the receipt thereof, one-half (1/2) of any other consideration realized by Tenant from such subletting. Landlord shall not be responsible for any deficiency if Tenant shall assign this lease or sublet the Premises or any part thereof at a rental less than that provided for herein. Whenever reference is made to the “excess” of rent or other consideration, such excess shall be reduced by charging against the rent or other consideration paid by such assignee or subtenant, reasonable brokerage commissions and leasehold improvements which Tenant has paid in connection with assigning the lease or subleasing the applicable portion of the Premises. Amounts received by Tenant representing the reasonable value of assets other than this lease (such as personal property and trade fixtures) sold in conjunction with an assignment or sublease shall not be taken into account as consideration paid for the assignment or sublease.

      (f)  Lease Assumption; Subtenant Attornment . If Tenant shall assign this lease, the assignee shall expressly assume all of the obligations of Tenant thereafter accruing hereunder in a written instrument provided by Landlord and delivered to Landlord not later than ten (10) days prior to the effective date of the assignment. If Tenant shall sublease any part of the Premises, Tenant shall obtain and furnish to Landlord, not later than ten (10) days prior to the effective date of such sublease and in form reasonably satisfactory to Landlord, the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord, at Landlord’s option and written request (at Landlord’s sole election), on the terms and conditions of the sublease if this lease terminates before the expiration of the sublease, provided that (if Landlord makes such election) at the time of such attornment Landlord agrees to recognize and be bound by the terms of such sublease. Tenant shall, not later than fifteen (15) days after the effective date of any such assignment or sublease, deliver to Landlord a certified copy of the instrument of assignment or sublease.

      (g)  Corporation, Partnership and Limited Liability Company Transfers. If Tenant is a corporation, any transaction or series of transactions (including without limitation any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death or retirement, shall be deemed to be a voluntary assignment of this lease by Tenant subject to the provisions of this Section 15. If Tenant is a partnership or limited liability company, any transaction or series of transactions (including without limitation any withdrawal or admittance of a partner or member or any change in any partner’s or member’s interest in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death or retirement, shall be deemed to be a voluntary assignment of this lease by Tenant subject to the provisions of this Section 15. The term “control” as used in this lease means the power to directly or indirectly direct or cause the direction of the management or policies of the subject entity, whether through the ownership of voting securities or other beneficial interests or otherwise.

     Notwithstanding any of the foregoing, the provisions of this Section 15(g) shall not apply to an entity the outstanding voting stock of which is listed at the time of a transaction referred to herein on a “national securities exchange”, as defined in the Securities Exchange Act of 1934.

      (h)  Permitted Transfers. Notwithstanding any of the foregoing, Landlord’s consent shall not be required for an assignment or sublet to a Tenant Successor or Tenant Affiliate (as such terms are hereinafter defined), and Landlord shall not terminate this lease with respect to the Premises or any portion of the Premises as a result of such assignment or sublet to a Tenant Successor or Tenant Affiliate, as long as (i) Tenant gives reasonable prior notice to Landlord of the proposed assignment or sublet; (ii) if an assignment, such assignee assumes the obligations of Tenant under this lease; (iii) if an assignment to a Tenant Successor, in the reasonable judgment of Landlord such assignee has a net worth (computed in accordance with generally accepted accounting principles) equal to or greater than the original named Tenant at the time of such assignment; and (iv) if an assignment to a Tenant Affiliate, in the reasonable judgment of Landlord such assignee is sufficiently financially responsible to perform the obligations of the Tenant under this lease. As used herein, the term “Tenant Successor” shall mean any entity (i) which results from a merger or consolidation with the original Tenant under this lease or (ii) which acquires all or substantially all of the assets of the original Tenant under this lease for a legitimate business purpose; and the term “Tenant Affiliate” shall mean any entity which is controlled by, controls, or is under common control with (A) the original Tenant named in this lease or (B) a Tenant Successor.

      16.  WAIVERS OF CERTAIN CLAIMS. INDEMNITIES.

      (a)  General Waiver. In addition to and without limiting or being limited by any other releases or waivers of claims in this lease, but rather in confirmation and furtherance thereof, to the extent not prohibited by law, Landlord and Tenant each releases and waives any and all claims for, and rights to recover, damages against and from the other, and the other’s respective agents, members, partners, shareholders, officers and employees (collectively, the “Released Parties”), for loss, damage or destruction to any of its property (including the Premises, the Building and their contents), the elements of which are insured against by the party suffering such loss, damage or destruction, or are required under Section 22 hereof to be insured against by such party. In no event shall this clause be deemed, construed or asserted (i) to affect or limit any claims or rights against any Released Parties other than the right to recover damages for loss, damage or destruction to property, or (ii) to benefit any third party other than the Released Parties.

      (b)  indemnity by Tenant. In addition to and without limiting or being limited by any other indemnity in this lease, but rather in confirmation and furtherance thereof, to the extent not prohibited by law, Tenant agrees to indemnify, defend by counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Parties, and the Project, harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses, including court costs and reasonable attorneys’ fees and expenses, imposed on them in connection with injury to or death of third parties, other than the Landlord Parties, or with respect to damage to or theft, loss or loss of the use of any properly of third parties, other than the Landlord Parties, occurring in or about the Premises or the Project arising from Tenant’s occupancy of the Premises, or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or the Project, or due to any other negligent act or omission or wilful misconduct of Tenant, or any of its employees, agents or contractors.

      (c) Indemnity by Landlord. In addition to and without limiting or being limited by any other indemnity in this lease, but rather in confirmation and furtherance thereof, to the extent not prohibited by law, Landlord agrees to indemnify, defend by counsel reasonably acceptable to Tenant and hold Tenant, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns (collectively, the “Tenant Parties” ) harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses, including court costs and reasonable attorneys’ fees and expenses, imposed on them in connection with injury to or death of third parties, other than the Tenant Parties, occurring within the common areas of the Building, or with respect to damage to or theft, loss or loss of the use of property of third parties, other than Tenant Parties, occurring within the common areas of the Building, but only to the extent that the foregoing losses, damages, liabilities, claims, liens, costs and expenses arise from or are caused directly or indirectly by any negligent act or omission or wilful misconduct of Landlord, or any of its employees, agents, officers, directors or partners. Such third parties shall not be deemed third party beneficiaries to this lease.

      (d)  Waiver . To the extent permitted by law, Tenant releases Landlord and the Landlord Parties from, and waives all claims for, damage or injury to person or property sustained by the Tenant or any occupant of the Building or Premises resulting directly or indirectly from any existing or future condition, defect, matter or thing in and about the Project or the Premises or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Project or resulting directly or indirectly from any act of neglect of any tenant or occupant of the Building or of any other person, including Landlord’s agents and servants, except where resulting from the neglect or willful act of Landlord or any of the Landlord Parties. Tenant hereby waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of any injury or damage occurring at or about the Building.

      (e)  Landlord’s Negligence . Subject to the provisions of Section 16(a), no agreement of Tenant in this lease shall be deemed to exempt Landlord from liability or damages for injury to persons or damage to property caused by or resulting from the negligence of Landlord, its agents, servants or employees, in the operation or maintenance of the Premises or Building.

      17.  DAMAGE OR DESTRUCTION BY CASUALTY .

      (a)  Termination of Lease: Repair by Landlord . If the Premises or the Building shall be damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable (as hereinafter defined), then Landlord shall proceed with reasonable promptness to repair and restore the Building and the Premises so as to render the Premises tenantable, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, and also subject to zoning laws and building codes then in effect. If any such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration of the Building and the Premises, as the case may be, necessitated by such damage and shall by notice advise Tenant of such estimate. If it is so estimated that the amount of time required to substantially complete such repair and restoration will exceed two hundred seventy (270) days from the date such damage occurred, then either Landlord or Tenant (but Tenant shall have such right only if the damage was not caused by the willful act of Tenant, its agents, employees or contractors, and only if all or a substantial portion of the Premises is rendered untenantable and the estimated time for Landlord required to substantially complete such repair or restoration to render the Premises tenantable will exceed such two hundred seventy (270) day period) shall have the right to terminate this lease as of the date of notice of such election by giving notice to the other at anytime within twenty (20) days after Landlord gives Tenant the notice containing said estimate (it being understood that Landlord may, if it elects to do so, also give such notice of termination together with the notice containing said estimate). Unless this lease is terminated as provided in the preceding sentence, Landlord shall proceed with reasonable promptness to repair and restore the Building or the Premises so

as to render the Premises tenantable, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this lease (except as hereinafter provided) if such repairs and restoration are not in fact completed within the time period estimated by Landlord, as aforesaid, or within said two hundred seventy (270) days. However, if such repairs and restoration are not completed by a date (“ Outside Date ”) which is twelve (12) months after the date of such fire or other casualty (or ninety-five (95) days after the expiration of the time period estimated by Landlord as aforesaid, if longer than two hundred seventy (270) days and neither party terminated the lease as permitted), which Outside Date shall be extended by all periods of delay attributable to the acts or omissions of Tenant or Tenant’s agents, employees or contractors, for any reason whatsoever, then tenant may terminate this lease, effective as of the date of notice of such election, by giving written notice to Landlord within the thirty (30) day period after said Outside Date as extended as aforesaid, but prior to substantial completion of repair or restoration. Notwithstanding anything to the contrary herein set forth: (i) Landlord shall not be obligated (but may, at its option, so elect) to repair or restore the Premises or Building if the damage is due to an uninsurable casualty or if insurance proceeds are insufficient to pay for such repair or restoration, or if any Mortgagee applies proceeds of insurance to reduce its loan balance, and the remaining proceeds, if any, available to Landlord are not sufficient to pay for such repair or restoration, provided that if Landlord does not elect in the circumstances referred to in this clause to repair or restore the Premises, Landlord shall so notify Tenant and Tenant shall thereafter have the right to terminate this lease upon notice to that effect given within thirty (30) days after receipt of such notice from Landlord, time being of the essence; or (ii) if any such damage rendering all or substantial portion of the Premises or Building untenantable shall occur during the last year of the Term, either party (but as to Tenant’s right, only if all or a substantial portion of the Premises is rendered untenantable) shall have the option to terminate this lease by giving written notice to the other within thirty (30) days after the date such damage occurred, and if such option is so exercised, this lease shall terminate as of the date of such notice.

     (b)  Abatement of Rent . In the event any such fire or casualty damage renders the Premises untenantable, Rent shall abate during the period beginning with the date of such damage and ending with the date when Landlord substantially completes its repair or restoration required hereunder. Such abatement shall be in an amount bearing the same ratio to the total amount of Rent for such period as the portion of the Rentable Area of the Premises which is untenantable and not used by Tenant from time to time bears to the Rentable Area of the entire Premises. In the event of termination of this lease pursuant to this Section 17, Rent shall be apportioned on a per diem basis and be paid to the date of the termination, subject to the foregoing abatement.

     (c)  Untenantability . As used in this lease, the term “untenantable” means reasonably incapable of being occupied for its intended use due to damage to the Premises or Building. Notwithstanding anything contained to the contrary in this Section 17, neither the Premises nor

any portion of the Premises shall be deemed untenantable if Tenant continues to actually occupy the subject portion of the Premises.

18. EMINENT DOMAIN .

     (a)  Substantial Taking . If the entire Project or the entire Building, or a substantial part of either of them, or any part of the Project which includes all or a substantial part of the Premises, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, the Term of this lease shall end upon and not before the earlier of the date when the possession of the part so taken shall be required for such use or purpose or the effective date of the taking. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Project, the taking or damaging of which would, in Landlord’s reasonable opinion, prevent the economical operation of the Project, Landlord shall have the right to terminate this lease upon written notice to Tenant given not less than ninety (90) days prior to the date of termination designated in the notice. In either of the events above referred to, Rent shall be apportioned on a per diem basis and be payable to the date of the termination.

     (b)  Taking of Part . In the event a part of the Building or the Premises is taken or condemned by any competent authority and this lease is not terminated as provided in Section 18(a) above, the lease shall be amended to reduce the Monthly Base Rent and reduce or increase, as the case may be, Tenant’s Proportionate Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit.

     (c)  Compensation . Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord all of Tenant’s interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect of the loss, if any, to Tenant Alterations paid for by Tenant without any credit or allowance from Landlord, so long as there is no diminution of Landlord’s award as a result, and subject to the rights of any ground lessor or mortgagee of Landlord with respect thereto.

      19.  DEFAULT; LANDLORD’S RIGHTS AND REMEDIES .

     (a)  Default . The occurrence of any one or more of the following matters constitutes a “ Default ” by Tenant under this lease:

     (i) Failure by Tenant to pay any Rent when due, if such failure continues for five (5) days after written notice to Tenant of such failure;

     (ii) Failure by Tenant to pay any other money required to be paid by Tenant under this lease when due, if such failure continues for five (5) days after written notice to Tenant of such failure;

     (iii) Failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth in Section 15;

     (iv) Failure by Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created or permitted in violation of law or of this lease;

     (v) Failure by Tenant to complete, execute and deliver any instrument or document required to be completed, executed and delivered by Tenant pursuant to Section 20 or Section 24 of this lease within the time required for such instrument or document in accordance with such Sections, if such failure continues for five (5) business days after written notice to Tenant of such failure;

     (vi) Failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this lease, if such failure shall continue for thirty (30) days after written notice thereof from Landlord to Tenant; provided that such 30-day period shall be extended for the time reasonably required to complete such cure (not to exceed, in any event, an additional 90-day period), if such failure cannot reasonably be cured within said 30-day period and Tenant commences to cure such failure within said 30-day period and thereafter diligently and continuously proceeds to cure such failure;

     (vii) The levy upon execution or the attachment by legal process of the leasehold interest of Tenant, which levy or attachment shall not be released or discharged within ten (10) days from the date thereof;

     (viii) Tenant abandons the Premises;

     (ix) Tenant becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Tenant or for the major part of its property;

     (x) A trustee or receiver is appointed for Tenant or for a major part of its property, without Tenant’s application therefor or consent thereto, and is not discharged within sixty (60) days after such appointment;

     (xi) Any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding for relief under any bankruptcy law or similar law for the

relief of debtors, is instituted (A) by Tenant, or (B) against Tenant and is allowed against it or is consented to by it or is not dismissed within sixty (60) days after such institution; or

     (xii) Upon the third occurrence within any twelve-month period that Tenant fails to pay Rent when due or has breached a particular covenant of this lease (whether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period).

       (b)  Landlord’s Rights and Remedies . If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth, which shall be distinct, separate and cumulative and shall not operate to exclude or deprive Landlord of any other right or remedy allowed it at law or in equity:

     (i) Landlord may terminate this lease, in which event the Term of this lease shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice;

     (ii) Landlord may terminate the right of Tenant to possession of the Premises without terminating this lease, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and

     (iii) Landlord may enforce the provisions of this lease and may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, and, except as specifically hereinafter provided, for the enforcement of any other appropriate legal or equitable remedy, including without limitation injunctive relief, recovery of all money due or to become due from Tenant under any of the provisions of this lease and recovery of damages incurred by Landlord by reason of the Default. Notwithstanding any of the foregoing or anything else to the contrary in this lease, Landlord waives all rights to distrain for rent against Tenant’s property in the Premises.

     (iv) Landlord may cure or correct such Default or take steps to perform any covenant, agreement, condition or provisions of this lease, and all costs and expenses incurred by Landlord in so doing (including reasonable attorneys’ fees) shall be paid by Tenant to Landlord as additional rent upon demand plus interest at the Default Rate (defined in Section 28(i)) from the date of expenditure. Landlord’s proceeding under the rights reserved to Landlord under this Section 19(b)(iv) shall not in any way prejudice or waive any rights as Landlord might otherwise have against Tenant by reason of that or any other Default.

     (c)  Surrender . If Landlord exercises any of the remedies provided for in subparagraphs (i) and (ii) of Section 19(b), Tenant shall surrender possession of and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with process of law if Tenant is in occupancy of the Premises, full and complete license so to do being hereby granted to Landlord, and Landlord may remove all occupants and property therefrom, using such lawful force as may be necessary, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer, and without relinquishing Landlord’s right to Rent or any other right given to Landlord hereunder or by law or in equity.

     (d)  Termination of Right of Possession . If Landlord terminates the right of Tenant to possession of the Premises without terminating this lease, as provided for by subparagraph (ii) of Section 19(b), then Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorneys’ fees and expenses incurred by Landlord in the enforcement of its rights and remedies hereunder, and in addition, Landlord shall be entitled to recover from Tenant from time to time, and Tenant shall remain liable for, all Rent and all other additional sums thereafter accruing as they become due under this lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord shall use reasonable efforts to relet the Premises for the account of Tenant for such rent, for such time (which may be for a term extending beyond the Term of this lease), in such portions and upon such terms as Landlord in Landlord’s reasonable judgment shall determine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting. Landlord may give priority over leasing the Premises to any other space Landlord desires to lease in the Building and shall not be required in any case to offer rent, length of terms or other terms for the Premises which are or would be less favorable to Landlord than being offered for comparable space of Landlord in the Building. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary, and in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof together with Landlord’s expenses of reletting. Landlord may collect the rents from any such reletting and shall apply the same first to the payment of the expenses of reentry, redecoration, repair, alterations and reletting and second to the payment of Rent herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of Rent, if any, due and owing or as the same thereafter becomes due and payable hereunder, but the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue, and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to such a credit against Rent in excess of the aggregate sum (including Base Rent and

Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined had no Default occurred. No such re-entry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, and Landlord may, at any time and from time to time, sue and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting.

     (e)  Termination of Lease . In the event of the termination of this lease by Landlord as provided for by subparagraph (i) of Section 19(b), Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorneys’ fees and expenses incurred by Landlord in the enforcement of its rights and remedies hereunder, and in addition, Landlord shall be entitled to recover an amount equal to the present value of the aggregate Base Rent and Additional Rent payable for the period from the termination date stated in Landlord’s notice terminating this lease until the date which would have been the Expiration Date but for such termination, less the present value of the fair rental value of the Premises for the same period (which fair rental value shall be calculated so as to include a reasonable vacancy period for reletting the Premises and deductions for reasonable expenses and inducements incurred by Landlord to achieve such reletting, including without limitation attorneys’ fees and expenses, brokerage fees, advertising costs, rent abatements, tenant improvement allowances and the like).

     (f)  Tenant’s Property . All property of Tenant removed from the Premises by Landlord or which becomes Landlord’s property pursuant to any provisions of this lease or by law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord in such removal and for storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control. All property not remo