OFFICE LEASE

Exhibit 10.1

OFFICE LEASE

by and between

GQ 225 WASHINGTON, LLP,

a Delaware limited liability partnership

as Landlord

and

COLE TAYLOR BANK,

an Illinois banking corporation

as Tenant

Premises:

225 West Washington

Suites 800 and 900

Chicago, Illinois 60606

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LIST OF EXHIBITS

OFFICE LEASE

THIS OFFICE LEASE (" Lease ") is made as of the              day of January, 2007 (" Date of Lease "), by and between GQ 225 WASHINGTON, LLP , a Delaware limited liability partnership (" Landlord "), and COLE TAYLOR BANK , an Illinois banking corporation (" Tenant ").

I. BASIC LEASE PROVISIONS

1.1 Premises . 35,931 Rentable Square Feet known as Suites 800 and 900 and located on the 8th and 9th floors of the Building as outlined on Exhibit A-1 attached hereto and made a part hereof.

1.2 Building . The building located at 225 West Washington, Chicago, Illinois 60606.

1.3 Project . The development known as 225 West Washington, Chicago, Illinois 60606 consisting of the real property and all improvements built thereon, including, without limitation, the Land, Building and Common Area, containing 480,029 Rentable Square Feet.

1.4 Land . The piece or parcel of land which comprises the Project, as more particularly described on Exhibit A-2 attached hereto and made a part hereof, and all rights, easements and appurtenances thereunto belonging or pertaining.

1.5 Common Area . All areas from time to time designated by Landlord for the general and nonexclusive common use or benefit of Tenant, other tenants of the Project, and Landlord, including, without limitation, roadways, entrances and exits, loading areas, landscaped areas, open areas, park areas, service drives, walkways, atriums, courtyards, concourses, ramps, hallways, stairs, washrooms, lobbies, elevators, common trash areas, vending or mail areas, common pipes, conduits, wires and appurtenant equipment within the Building, maintenance and utility rooms and closets, exterior lighting and exterior utility lines.

1.6 Rentable Square Feet (Foot) or Rentable Area . The rentable area within the Project shall mean the sum of the rentable areas on all floors of the Building, which has been computed by measuring the floors in accordance with the BOMA 1996 ANSI Z65.1 standards (" BOMA Standards "). The Rentable Area of the Building, as so computed and for all purposes herein, is Four Hundred Eighty Thousand Twenty Nine (480,029) Rentable Square Feet. On or before thirty (30) days after final execution of this Lease, Landlord shall certify to Tenant that the Rentable Area of the Building is as represented in the previous sentence.

Rentable Area of the Premises has been computed by measuring in accordance with the BOMA Standards. The Rentable Area of the Premises, as so computed and for all purposes herein, is, subject to Tenant's specific right to increase or decrease the size of the Premises pursuant to the terms of this Lease, agreed to be Thirty-Five Thousand Nine Hundred Thirty-One (35,931) Rentable Square Feet. On or before thirty (30) days after final execution of this Lease, Landlord shall certify to Tenant that the Rentable Area of the Premises is as represented in the previous sentence.

L-1

The Rentable Area of the Building and the Rentable Area of the Premises shall not be subject to change as a result of a re-measurement of the Premises or Building. Notwithstanding anything contained herein to the contrary, if Landlord's certification of the Rentable Area of the Building or Rentable Area of the Premises is incorrect, then Basic Rent, Tenant's Proportionate Share and the Tenant Improvement Allowance shall be recalculated based on the correct Rentable Areas.

1.7 Permitted Use . Tenant shall use and occupy the Premises for general office and operations purposes (which may include, without limitation, computer hosting exclusively for Tenant's operations and processing of negotiable instruments and loan payments) and for no other use or purpose, whether primary, ancillary or otherwise. In addition, in the event that Tenant adds retail space to the Premises, as permitted by Article XXX below, Tenant shall use and occupy the retail portion of the Premises for the purposes of operating a financial services center including a retail branch bank, one or more ATM’s and all other lawful uses associated with such businesses. Tenant shall not use or occupy the Premises or permit the use and occupancy of the Premises for any purpose or in any manner which (i) is unlawful or in violation of any applicable legal or governmental requirement, ordinance or rule; (ii) may be dangerous to person or property; (iii) is a change of Tenant's initial use of the Premises (subject to Tenant’s rights pursuant to the second sentence of this Section 1.7 ) which may invalidate or increase (unless Tenant agrees to pay for any such increase), the amount of premiums for any policy of insurance affecting the Project, or (iv) is a change of Tenant's initial use of the Premises which may create a nuisance or disturb any other tenant of the Project or injure the reputation of the Project.

1.8 Commencement Date . The earlier to occur of (a) the date that is two (2) weeks after substantial completion of the Work (as defined in the Work Agreement attached hereto as Exhibit B (the " Work Letter ")) and receipt of a certificate of occupancy for the Premises and (b) the Rent Commencement Date.

1.9 Rent Commencement Date . November 1, 2008. The Rent Commencement Date is subject to extension as provided in Section 1 of the Work Letter.

1.10 Expiration Date . The date that is one hundred eighty (180) months after the Commencement Date; unless, however, such date is not the last day of a calendar month, in which event the Expiration Date shall be the last day of the calendar month in which such date occurs.

1.11 Term . Approximately one hundred eighty (180) months, beginning on the Commencement Date and expiring on the Expiration Date, unless sooner terminated or extended as provided herein.

1.12 Basic Rent . The amount set forth in the following schedule, subject to adjustment as specified in Article IV .

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1.13 [intentionally omitted].

1.14 [intentionally omitted].

1.15 Calendar Year . For the purpose of this Lease, Calendar Year shall be a period of 12 months commencing on each January 1 during the Term, except that the first Calendar Year shall be that period from and including the Commencement Date through December 31 of that same year, and the last Calendar Year shall be that period from and including the last January 1 of the Term through the earlier of the Expiration Date or date of Lease termination.

1.16 Tenant's Proportionate Share . Tenant's Proportionate Share of the Project is 7.485 % (determined by dividing the Rentable Square Feet of the Premises by the Rentable Square Feet of the Project and multiplying the resulting quotient by one hundred and rounding to the third decimal place).

1.17 [intentionally omitted].

1.18 Broker . Golub & Company LLC

1.19 [intentionally omitted].

1.20 [intentionally omitted].

1.21 [intentionally omitted].

1.22 [intentionally omitted].

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1.23 Interest Rate . The per annum interest rate listed as the base rate on corporate loans at large U.S. money center commercial banks as published from time to time under "Money Rates" in the Wall Street Journal plus two percent (2%), but in no event greater than the maximum rate permitted by law. In the event the Wall Street Journal ceases to publish such rates, Landlord shall choose, at Landlord's reasonable discretion, a similarly published rate.

1.24 Agents . Officers, partners, directors, employees, agents, licensees, contractors, customers and invitees; to the extent customers and invitees are under the principal's control or direction.

II. PREMISES

2.1 Lease of Premises . In consideration of the agreements contained herein, Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Term and upon the terms and conditions set forth in this Lease. As an appurtenance to the Premises, Tenant shall have the general and nonexclusive right, together with Landlord and the other tenants of the Project, to use the Common Area subject to the terms and conditions of this Lease; provided, however, subject to the terms of Section 11.2 below, except to the extent Landlord's prior written approval is obtained, Landlord excepts and reserves exclusively to itself the use of (i) roofs; (ii) maintenance and utility equipment rooms and closets; and (iii) conduits, wires and appurtenant equipment within the Building and equipment rooms and closets, and exterior utility lines. Landlord represents that Landlord owns the Project and has the right and authority to lease the Premises to Tenant. Landlord further represents that, to its actual knowledge, there are no zoning or building laws and ordinances and no title restrictions which encumber the Project that will prevent Tenant from using the Premises for Tenant's stated use as defined in Section 1.7 .

2.2 Storage Space . During the Term, Tenant has the option to lease from Landlord storage space consisting of up to approximately 1,000 rentable square feet in the Building (the " Storage Space "). Tenant's use of the Storage Space shall be subject to all of the terms and conditions of this Lease, including those applicable to the Premises, except, however, that (i) Landlord shall have no obligation to provide any services to the Storage Space, (ii) the sole permitted use of the Storage Space shall be for storage of Tenant's property and (iii) no Basic Rent, Operating Expense Rental or Real Estate Tax Rental shall be payable with respect to such Storage Space.

III. TERM

3.1 Commencement Date . The Term shall commence on the Commencement Date and expire at midnight on the Expiration Date.

3.2 Early Possession . If Tenant completes the Tenant Improvements (as defined in the Work Letter) and desires to commence its business operations from all or any part of the Premises prior to the date set forth above as the Commencement Date, all possession and occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the terms and conditions of this Lease, except, however, Tenant shall not be required to pay Basic Rent, Operating Expense Rental or Real Estate Tax Rental for any possession or

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occupancy before the Rent Commencement Date. Tenant shall, however, be responsible for reimbursing Landlord for any janitorial and cleaning cost incurred by the Landlord in connection with the Premises prior to the Rent Commencement Date as well as any Additional Rent payable under this Lease, other than Operating Expense Rental or Real Estate Tax Rental.

IV. RENT

4.1 Basic Rent . Tenant shall pay to Landlord the Basic Rent as specified in Section 1.12 . Basic Rent shall be payable in monthly installments as specified in Section 1.12 , in advance, without demand, notice, deduction, offset or counterclaim, on or before the first day of each and every calendar month during the Term. Tenant shall pay Basic Rent and all Additional Rent by (a) good check or in lawful currency of the United States of America to such address as Landlord designates in writing to Tenant, or (b) electronically via automatic debit or wire transfer to such account as Landlord designates in writing to Tenant. If the Term commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, the monthly Basic Rent and Additional Rent shall be prorated based upon the number of days in such calendar month. Tenant's covenant to pay Rent and the obligation of Tenant to perform Tenant's other covenants and duties hereunder constitute independent, unconditional obligations to be performed at all times provided for hereunder, save and except only when an abatement thereof or reduction therein is expressly provided for and not otherwise.

4.2 Additional Rent; Rent . All sums payable by Tenant under this Lease, other than Basic Rent, shall be deemed "Additional Rent," and, unless otherwise set forth herein, shall be payable in the same manner as set forth above for Basic Rent. Basic Rent and Additional Rent shall jointly be referred to as " Rent ."

4.3 Operating Expense Rental and Real Estate Tax Rental . Commencing upon the Rent Commencement Date, Tenant shall pay to Landlord throughout the remainder of the Term, as Additional Rent, (i) Tenant's Proportionate Share of Operating Expenses (as defined in Section 6.1 ) during each Calendar Year (" Operating Expense Rental "), and (ii) Tenant's Proportionate Share of Taxes (as defined in Article VII ) during each Calendar Year (" Real Estate Tax Rental "). In the event the Expiration Date is other than the last day of a Calendar Year, Operating Expense Rental and Real Estate Tax Rental and applicable Calendar Year shall be appropriately prorated. Landlord shall submit to Tenant before the Commencement Date and before the beginning of each Calendar Year, or as soon thereafter as reasonably possible (and in any event by February 1 of the subject Calendar Year), a statement of Landlord's estimate of Operating Expense Rental and Real Estate Tax Rental due from Tenant during such Calendar Year. Commencing upon the Rent Commencement Date and in addition to Basic Rent, Tenant shall pay to Landlord on or before the first day of each month during such Calendar Year an amount equal to 1/12 ^th of Landlord's estimated Operating Expense Rental and estimated Real Estate Tax Rental as set forth in Landlord's statement. If Landlord fails to give Tenant notice of its estimated payments due for any Calendar Year, then Tenant shall continue making monthly estimated Operating Expense Rental and Real Estate Tax Rental payments in accordance with the estimate for the previous Calendar Year until a new estimate is provided. If Landlord determines that, because of unexpected increases in Operating Expenses or Real Estate Taxes, Landlord's estimate of the Operating Expense Rental or Real Estate Tax Rental was too low, then

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Landlord shall have the right to give a new statement (but in no event may Landlord deliver more than one (1) new statement to Tenant during any Calendar Year) of the estimated Operating Expense Rental and estimated Real Estate Tax Rental due from Tenant for the balance of such Calendar Year and bill Tenant for any deficiency. Tenant shall thereafter pay monthly estimated payments based on such new statement.

Within 90 days after the expiration of each Calendar Year, or as soon thereafter as is practicable (and in any event by April 15 of the subject Calendar Year), Landlord shall submit a statement to Tenant showing the actual Operating Expenses Rental and the actual Real Estate Tax Rental due from Tenant for such Calendar Year. If for any Calendar Year, Tenant's estimated Operating Expense Rental payments exceed the actual Operating Expense Rental due from Tenant, then Landlord shall immediately give Tenant a credit in the amount of the overpayment toward Tenant's next monthly payment of estimated Operating Expense Rental, or, in the event the Lease has expired or terminated and no Event of Default (as defined in Section 19.1 ) exists, Landlord shall pay Tenant the total amount of such excess upon delivery of the reconciliation to Tenant. If for any Calendar Year, Tenant's estimated Operating Expense Rental payments are less than the actual Operating Expense Rental due from Tenant, then Tenant shall pay the total amount of such deficiency to Landlord within 30 days after receipt of the reconciliation from Landlord. If for any Calendar Year, Tenant's estimated Real Estate Tax Rental payments exceed the actual Real Estate Tax Rental due from Tenant, then Landlord shall immediately give Tenant a credit in the amount of the overpayment toward Tenant's next monthly payment of estimated Real Estate Tax Rental, or, in the event the Lease has expired or terminated and no Event of Default exists, Landlord shall immediately pay Tenant the total amount of such excess upon delivery of the reconciliation to Tenant. If for any Calendar Year, Tenant's estimated Real Estate Tax Rental payments are less than the actual Real Estate Tax Rental due from Tenant, then Tenant shall pay the total amount of such deficiency to Landlord within 30 days after receipt of the reconciliation from Landlord. Landlord's and Tenant's obligations with respect to any overpayment or underpayment of Operating Expense Rental and Real Estate Tax Rental shall survive the expiration or termination of this Lease for a period of two (2) years.

4.4 Controllable Expenses . Notwithstanding anything contained in the Lease to the contrary, increases in the amount of Controllable Expenses (as hereinafter defined) included in the calculation of Operating Expense Rental shall be limited for the Calendar Year 2009 and for each Calendar Year thereafter through the Term to maximum increases of four percent (4%) per annum on a cumulative, compounded basis over Controllable Expenses for the Calendar Year 2008. For example, Controllable Expenses for the Calendar Year 2009 shall not exceed 1.0400 multiplied by the Controllable Expenses for the Calendar Year 2008, Controllable Expenses for the Calendar Year 2010 shall not exceed the sum of 1.0816 multiplied by of the Controllable Expenses for the Calendar Year 2008 and Controllable Expenses for the Calendar Year 2011 shall not exceed the sum of 1.1249 multiplied by the Controllable Expenses for the Calendar Year 2008, and so on. For purposes of this Section 4.4 , " Charge Cap Amount " shall mean such maximum permitted amount of Controllable Expenses.

As used herein, the term " Controllable Expenses " shall mean all Operating Expenses except the following: Taxes; utilities; trash removal; elevator maintenance; cost of licenses, fees and permits including the cost of compliance with any future governmental laws, statutes, rules

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regulations or ordinances; engineering, maintenance, payroll and benefits; janitorial and security services; snow removal; telecommunications provider costs; insurance; capital expenditures (to the extent allowable as Operating Expenses); and repairs to the Building (collectively the " Non Controllable Expenses ").

Notwithstanding the foregoing, the Non Controllable Expenses listed above shall only be considered Non Controllable Expenses to the extent such charges are increased by reason of collective bargaining agreements, governmental regulations, industry-wide cost increases in materials, uniqueness of the service provided or by reason of other matters not within the reasonable control of Landlord. Such limitation on Controllable Expenses shall apply only to Controllable Expenses and not to Non Controllable Expenses and shall not limit or otherwise affect Tenant's obligations regarding the payment of any component of Operating Expenses _.

Notwithstanding any of the foregoing provisions of this Section 4.4 , in the event that in any of the Calendar Years during the Term in which there is a Charge Cap Amount, the Controllable Charges exceed the applicable Charge Cap Amount (" Excess Charges ") and in the further event that in any prior or subsequent Calendar Years during the Term, the Controllable Expenses were less than the applicable Charge Cap Amount (" Excess Charge Savings "), Landlord shall have the right to charge Tenant, in addition to the Additional Rent for Operating Expenses otherwise due Landlord for the applicable Calendar Year, the Excess Charges up to the amount of the Excess Charge Savings.

V. [INTENTIONALLY OMITTED]

VI. OPERATING EXPENSES

6.1 Operating Expenses Defined . As used herein, the term " Operating Expenses " shall mean and include those costs and expenses paid or incurred by or on behalf of Landlord for managing, operating, maintaining and repairing the Project, including, without limitation, the cost of security and security devices and systems; snow, ice and trash removal; cleaning and sweeping; planting and replacing decorations, flowers and landscaping; maintenance, repair and replacement of utility systems, elevators and escalators [but including replacement only to the extent of replacement of parts and components incidental to the maintenance and repair thereof and not to the extent replacement of any item would constitute a capital improvement or a capital expenditure which is excluded from Operating Expenses as hereinafter provided]; electricity, steam, water, the condenser water riser system, sewer, fuel, heating, lighting and air conditioning; window cleaning; janitorial service; insurance, including, but not limited to, fire, extended coverage, all risk, liability, workmen's compensation, elevator and any other insurance carried by Landlord and applicable to the Project; painting; uniforms; management fees; supplies; sundries; sales or use taxes on supplies and services; wages and salaries of all persons employed by Landlord or Landlord's management agent and engaged in the operation, management, maintenance or repair of the Project, and so-called fringe benefits, including social security taxes, unemployment insurance taxes, cost for providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans, and any other similar expenses incurred under the provisions of any collective bargaining agreement, or any other cost or expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, management, maintenance or repair of the Project; the charges of any contractor who,

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under contract with Landlord or its representatives, does any of the work of operating, managing, maintaining or repairing the Project (provided such charge is not an Excluded Operating Expense); legal and accounting expenses, seeking or obtaining reductions in and refunds of real estate taxes; and any other expense or charge, whether or not hereinbefore mentioned, which, in accordance with generally accepted accounting and management principles, would be considered an expense of managing, operating, maintaining or repairing the Project, except as hereinafter provided. Operating Expenses shall not include any of the following (collectively, the “ Excluded Operating Expenses ”): costs or other items included within the meaning of the term Taxes (as hereinafter defined); costs of alterations of the premises of tenants of the Building; costs of capital improvements to the Project (except as herein provided); depreciation charges; interest and principal payments on mortgages; ground rental payments; real estate brokerage and leasing commissions; other expenses incurred in leasing or in procuring tenants; any expenditures for services which are provided to one or more tenants but are not available generally to all office tenants; any expenditures for which Landlord has been reimbursed (other than pursuant to this Article or provisions in other leases requiring the tenants thereunder to pay a share of expenses associated with the Building); and any of the expenses identified on Exhibit C attached hereto. If the Building is not at least ninety-five percent (95%) occupied by tenants during all or a portion of any Calendar Year, or if during all or any portion of any Calendar Year Landlord is not furnishing to any tenant or tenants any particular service, the cost of which, if furnished by Landlord, would be included in Operating Expenses, then Landlord may elect to make an adjustment for such year of Operating Expenses and the amounts thereof which may vary depending upon the occupancy level of the Building or the number of tenants using the service. Any such adjustments shall be deemed costs and expenses paid or incurred by Landlord and included in Operating Expenses for such year, as if the Building had been ninety-five percent (95%) occupied during the entire Calendar Year, Landlord had furnished such service at its expense to all tenants for the entire Calendar Year and Landlord had paid or incurred such costs and expenses for such year. Notwithstanding anything to the contrary contained herein, Landlord shall not be entitled to adjust, in accordance with this Section 6.1 , any legal or accounting expense or costs related thereto or insurance premiums which are included in Operating Expenses.

6.2 Tenant's Right to Audit . Tenant shall have a right, at Tenant's sole cost and expense, to audit Landlord's Operating Expense Rental and Real Estate Tax Rental reconciliation statement upon the following terms and conditions. Tenant shall notify Landlord in writing that it is exercising its right to audit within one hundred fifty (150) days following delivery of the Operating Expense Rental and Real Estate Tax Rental reconciliation statement, indicating in such notice with reasonable specificity (to the extent that the reconciliation statement indicates the cost components with reasonable specificity) those cost components of Operating Expense Rental and Real Estate Tax Rental to be subject to audit. The audit shall take place at the Building, at a time mutually convenient to Landlord and Tenant (but not later than one hundred fifty (150) days after receipt of Tenant's notice to audit). Except as Landlord may consent in writing, the audit shall be completed within twenty (20) days after commencement. No copying of Landlord's books or records will be allowed. The audit may be accomplished by either Tenant's own employees with accounting experience reasonably sufficient to conduct such review, or a nationally or regionally recognized public accounting firm mutually acceptable to Landlord and Tenant, but in no event may the auditor be Plante & Moran, PLLC or an entity related to such company. The records reviewed by Tenant shall be treated as confidential and

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prior to commencing the audit, Tenant and any other person which may perform such audit for Tenant, shall execute a Confidentiality Agreement in a form reasonably acceptable to Landlord and the other party to the Confidentiality Agreement. A copy of the results of the audit shall be delivered to Landlord within thirty (30) days after the completion of the audit. If Landlord and Tenant determine that Operating Expense Rental for the Calendar Year is less than reported, Landlord shall give Tenant a credit in the amount of the overpayment toward Tenant's next monthly payment of estimated Operating Expense Rental, or, in the event the Lease has expired or terminated and no Event of Default exists, Landlord shall pay Tenant the total amount of such overpayment within thirty (30) days after the completion of the audit. If Landlord and Tenant determine that Operating Expense Rental for the Calendar Year is more than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. Tenant agrees to pay all third party costs and expenses of any such audit, unless it is finally determined that Landlord's original determination of the amount of Operating Expense Rental was overstated by more than four percent (4%), in which event Landlord shall pay the third-party costs and expenses of such audit. Failure by Tenant to timely request an audit is deemed a waiver of the applicable audit right and any right to contest Operating Expense Rental and Real Estate Tax Rental for the applicable Calendar Year and is deemed acceptance of the Operating Expense Rental and Real Estate Tax Rental contained in the Operating Expense Rental and Real Estate Tax Rental reconciliation statement for the applicable Calendar Year. Any audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any Operating Expense Rental and Real Estate Tax Rental due under the terms of the Lease. No subtenant shall have any right to conduct an audit except for a permitted assignee or sublessee under Article IX of the Lease occupying the entire Premises and no assignee or sublessee shall conduct an audit for any period during which such assignee or sublessee was not in possession of the Premises or for any period in which Tenant has conducted an audit.

Notwithstanding anything to the contrary contained herein, in the event Tenant's examination of Landlord's books and records for a particular Calendar Year reveals fraud, material misrepresentations or gross negligence by Landlord in the computation of Operating Expense Rental and Real Estate Tax Rental for such Calendar Year or a discrepancy between the actual amount of Operating Expense Rental and Real Estate Tax Rental for such Calendar Year and the amount charged to Tenant for such Calendar Year is in the amount of ten percent (10%) or more (" Material Discrepancy Audit "), then Tenant shall have the right to examine Landlord's books and records relating to the Operating Expenses and Real Estate Tax Rental the prior three (3) Calendar Years of the Term and to take written exception to any amount charged to Tenant for any of the three (3) prior Calendar Years on or before thirty (30) days after Tenant completes such examination, which examination must be completed within sixty (60) days of completion of the Material Discrepancy Audit.

VII. REAL ESTATE TAXES

" Taxes " shall mean real estate taxes, general or special assessments, sewer and water rents, rates and charges, transit and transit district taxes, taxes based upon the receipt of rent, and any other federal, state or local governmental charge, whether general, special, ordinary or extraordinary (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord's income or profits, except as provided herein), which may now or hereafter be due and payable during the Term without regard to when such taxes are levied,

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assessed or imposed against the Project and/or Building or any portion thereof, together with all reasonable legal fees incurred in contesting any such charges.

Notwithstanding anything contained in this clause to the contrary:

(i) If at any time the method of taxation then prevailing is altered so that any new or additional tax, assessment, levy, imposition or charge or any part thereof is imposed upon Landlord in place or partly in place of any such Taxes or contemplated increase therein, or in addition to Taxes, and is measured by or is based in whole or in part upon the Project or the rents or other income therefrom, then all such new taxes, assessments, levies, impositions or charges or part thereof, to the extent that they are so measured or based, shall be included in Taxes levied, assessed or imposed against the Project to the extent that such items would be payable if the Project was the only property of Landlord subject thereto and the income received by Landlord from the Project was the only income of Landlord.

(ii) Notwithstanding the year for which any such taxes or assessments are levied, (a) in the case of taxes or special assessments which may be paid in installments, the amount of each installment, plus any interest payable thereon, payable during a Calendar Year shall be included in Taxes for that year and (b) if any taxes or assessments payable during any Calendar Year shall be computed with respect to a period in excess of twelve (12) calendar months, then taxes or assessments applicable to the excess period shall be included in Taxes for that year.

(iii) Taxes shall also include any personal property taxes (attributable to the calendar year in which paid) imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances which are components of the Project and/or Building.

(iv) Landlord shall use commercially reasonable efforts to cause Taxes to be consistent with those for other comparable first-class office buildings located in the vicinity of the Building. To that end, Landlord shall diligently contest any Taxes in the event that Landlord reasonably determines that the amount of Taxes is excessive, the valuation of Building is excessive, or the Taxes are invalid in some way.

(v) In the event any refund of Taxes attributable to a Calendar Year with respect to which Tenant paid Taxes under this Lease is achieved, then Landlord shall, within thirty (30) days after such refund is received by Landlord, pay Tenant Tenant's Proportionate Share of such refund, less any costs and expense applicable to such refund and not previously recovered by Landlord as Real Estate Tax Rental and Operating Expense Rental. Alternatively, at Tenant's election by notice to Landlord, Tenant may credit the same against Rent thereafter payable.

VIII. USE AND REQUIREMENTS OF LAW

8.1 Use . The Premises will be used only for the Permitted Use. At its sole cost and expense, Tenant will promptly comply with (a) all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or in force after the Commencement Date of the

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Lease regarding the operation of Tenant's business and the use, condition, configuration and occupancy of the Premises; (b) the certificate of occupancy issued for the Building and the Premises and (c) any recorded covenants, conditions and restrictions, if any, which affect the use, condition, configuration and occupancy of the Premises and of which Landlord has given Tenant notice; provided, however, Tenant shall not be required to comply with any legal requirements which are an obligation of Landlord hereunder or are applicable to office buildings generally unless and to the extent related to: (A) Tenant’s particular business operations in the Premises; (B) Tenant's particular use of the Premises, including any particular density requirements; and/or (C) improvements made by or for Tenant.

8.2 Hazardous Materials .

(i) Defined Terms .

(a) " Claim " shall mean and include any demand, cause of action, proceeding, or suit for any one or more of the following: (i) actual or punitive damages, losses, injuries to person or property, damages to natural resources, fines, penalties, interest, contribution or settlement, (ii) the costs and expenses of site investigations, feasibility studies, information requests, health or risk assessments, or Response (as hereinafter defined) actions, and (iii) the costs and expenses of enforcing insurance, contribution or indemnification agreements.

(b) " Environmental Laws " shall mean and include all federal, state and local statutes, ordinances, regulations and rules in effect and as amended from time to time relating to environmental quality, health, safety, contamination and cleanup, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (" FIFRA "), 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act (" RCRA "), 42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (" CERCLA "), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act (" TSCA "), 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and the Environmental Protection Act of Illinois (" IEPA "), Ill. Rev. Stat. ch. 111  ¹ / 2 , para. 1001 et seq., and state and local superlien and environmental statutes and ordinances, with implementing regulations, rules and guidelines, as any of the foregoing may be amended from time to time. Environmental Laws shall also include all state, regional, county, municipal, and other local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials (as hereinafter defined).

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(c) " Hazardous Materials " shall mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under CERCLA; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under FIFRA; asbestos and asbestos-containing materials, PCBs, and other substances regulated under TSCA; toxic mold; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200 et seq.; and industrial process and pollution control wastes whether or not hazardous within the meaning of RCRA, and any other hazardous substance, pollutant or contaminant regulated under any other Environmental Law. " Hazardous Materials " shall not include normal office and cleaning supplies used in customary quantities, provided such supplies are used in compliance with Environmental Laws.

(d) " Manage " or " Management " means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

(e) " Release " or " Released " shall mean any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Materials into the environment, as "environment" is defined in CERCLA.

(f) " Response " or " Respond " shall mean action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

(ii) Tenant's Obligations with Respect to Environmental Matters . During the Term of this Lease, (i) Tenant shall, with respect to the Premises, comply at its sole cost and expense with all Environmental Laws; and (ii) Tenant shall not discharge Hazardous Materials into drains or sewers except as may be permitted by law.

(iii) Landlord's Obligations with Respect to Environmental Matters . During the Term of this Lease, Landlord shall, with respect to the Building (other than the Premises) and Common Areas, comply at its sole cost and expense with all Environmental Laws. To Landlord's actual knowledge, the Building and Common Areas do not contain any asbestos and are currently in substantial compliance with all Environmental Laws. For purposes hereof, the actual knowledge of Landlord shall be deemed to be limited to the actual (as opposed to imputed) knowledge of Tom Philips. To the extent that any asbestos is discovered in the Building during the Term of this Lease, Landlord agrees to promptly remove such asbestos at its sole cost and expense and in compliance with all applicable laws. In no event shall the cost of such removal be included as part of Operating Expenses.

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(iv) Copies of Notices . During the Term of this Lease, each party shall provide the other party promptly with copies of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, Claims, complaints, investigations, judgments, letters, notices of environmental liens or Response actions in progress, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, Illinois Environmental Protection Agency, or other federal, state, or local agency or authority, or any other entity or individual, concerning (i) any actual or alleged Release of a Hazardous Material on, to or from the Premises (or the Project or any part thereof); (ii) the imposition of any lien on the Premises (or the Project or any part thereof); (iii) any actual or alleged violation of, or responsibility under, any Environmental Laws; or (iv) any actual or alleged liability under any theory of common law tort or toxic tort, including without limitation, negligence, trespass, nuisance, strict liability, or ultrahazardous activity.

(v) Landlord's Right to Act . In the event that Tenant shall fail to comply with any of its obligations under this Section 8.2 as and when required hereunder, Landlord shall have the right (but not the obligation) to take such action as is required to be taken by Tenant hereunder and in such event, Tenant shall be liable and responsible to Landlord for all costs, expenses, liabilities, claims and other obligations paid, suffered, or incurred by Landlord in connection with such matters. Tenant shall reimburse Landlord immediately upon demand for all such amounts for which Tenant is liable.

(vi) No Hazardous Materials . Landlord hereby grants Tenant the right to perform (at Tenant's sole cost and expense) prior to the commencement of construction of Tenant's Improvements a so-called "Phase I" environmental inspection, including toxic mold, provided there shall be no so-called "Phase II" testing without Landlord's consent, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall deliver to Landlord the results of any such report or testing promptly upon receipt. Tenant further agrees to keep the results of any such report confidential, subject to the provisions of applicable law.

8.3 ADA Compliance . The parties 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 under Title III of the ADA (" Title III ") pertaining to business operations, accessibility and barrier removal. Tenant's Architect (as defined in the Work Letter) shall design the Premises to comply with ADA requirements and Tenant shall throughout the Term be responsible for the Premises' compliance therewith. Landlord shall be responsible for the Building's continuing compliance with ADA, excluding the Premises. Landlord represents and warrants to Tenant, to Landlord's knowledge, as of the date hereof, the Common Areas of the Building are currently in compliance with ADA.

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IX. ASSIGNMENT AND SUBLETTING

9.1 Assignment and Subletting . Subject to Tenant's rights in Section 9.5 , Tenant, without the prior written consent of Landlord, shall not (a) 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, (b) allow to exist or occur any transfer of or lien upon this Lease or Tenant's interest herein by operation of law, (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 1.7 or by anyone other than Tenant and Tenant's agents and employees. Landlord has, notwithstanding the terms of Section 24.30 hereof, the absolute right to withhold its consent, except as herein expressly provided to the contrary. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, 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.

9.2 Rentals Based on Net Income . Without limiting the generality of the foregoing provisions of this Article IX , Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based upon a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

9.3 Tenant to Remain Obligated . Consent by Landlord to any assignment, subletting, use, occupancy or transfer shall not operate to relieve Tenant from any covenant or obligation hereunder except to the extent, if any, expressly provided for in such consent, or be deemed to be a consent to or relieve Tenant from obtaining Landlord's consent to any subsequent assignment, transfer, lien, charge, subletting, use or occupancy. Tenant shall pay all of Landlord's reasonable out-of-pocket costs, charges and expenses, including reasonable attorneys' fees, incurred in connection with any assignment, transfer, lien, charge, subletting, use or occupancy made or requested by Tenant not to exceed however, $1,000.00 per each request for consent. Tenant agrees that all advertising by Tenant or on Tenant's behalf with respect to the assignment of this Lease or subletting of space must be approved in writing by Landlord prior to publication, which approval shall not be unreasonably withheld or delayed.

9.4 Tenant's Notice . Tenant, by notice in writing, shall advise Landlord of its intention from, on and after a stated date (which shall not be less than thirty (30) days after the date of Tenant's notice) to assign this Lease or sublet all or any portion of the Premises.

9.5 Landlord's Consent . Landlord will, provided Tenant is not then in Default and provided Landlord's consent is required pursuant to the terms of this Article IX , not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting the space covered by Tenant's notice. In the event Landlord fails to respond to Tenant's request for consent within five (5) business days of Landlord's receipt of Tenant's request for consent, Tenant may send Landlord a second request, and in the event Landlord does not respond to Tenant's second

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request for consent within two (2) business days after Landlord's receipt of Tenant's second request, Landlord's failure to respond to Tenant's second request for consent shall be deemed consent by Landlord to the request so received by Landlord. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then in Default; (b) any notice of termination of this Lease or termination of Tenant's possession under Article XIX is currently in effect; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or the remaining portion of the Premises, or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the Permitted Use specified in Section 1.7 ; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building or is a government user; or (f) the proposed assignment or sublease is to an occupant of the Building, unless Landlord is unable to accommodate such occupant's needs, 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 to or dissimilar from the foregoing examples. Notwithstanding anything herein to the contrary, Tenant shall have the right, without the consent of Landlord, but upon prior written notice to Landlord, (i) to assign its interest in this Lease or sublet all or a portion of its interest in the Premises to an affiliate, subsidiary or company related to Tenant (an " Affiliate "), provided however, notwithstanding such assignment or sublease, Tenant shall remain fully liable for all obligations of Tenant hereunder or (ii) to assign this Lease to any successor (a " Successor ") by merger who acquires substantially all of the assets of Tenant or to a party which otherwise acquires substantially all of the assets of Tenant and in both cases whereby the surviving entity has a net worth equal to or better than Tenant at the time of such transaction and assumes in writing all obligations of Tenant under this Lease. In all such events, Tenant shall deliver a copy of such sublease or assignment to Landlord.

9.6 Profits . If Tenant, having first obtained Landlord's consent to any sublease or assignment, or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, assigns this Lease or sublets the Premises, or any part thereof to an entity other than those described in the second-to-last sentence of Section 9.5 , 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 twenty-five percent (25%) of such excess rent or other monetary consideration (" Profits ") immediately upon receipt under any such assignment or, in the case of a sublease, (a) on the first day of each month during the term of any sublease the excess of all rent and other consideration due from the subtenant for such month over the Rent then paid to Landlord pursuant to the provisions of this Lease for said month (or if only a portion of the Premises is being sublet, the excess of all rent and other consideration due from the subtenant for such month over the portion of the Rent then paid to Landlord pursuant to the provisions of this Lease for said month which is allocable on a square footage basis to the space sublet) and (b) immediately upon receipt thereof, any other consideration realized by Tenant from such subletting; it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant assigns this Lease or sublets the Premises or any part thereof at a rental less than that provided for herein, and provided further, Tenant shall have the right to deduct from such Profits its reasonable costs and expenses related to such sublet or assignment, including, but

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not limited to, the cost of Tenant improvements, free rent, concessions, brokers commissions, legal fees and other similar costs and charges.

9.7 Assignee to Assume Obligations . If Tenant assigns this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument reasonably satisfactory to Landlord and furnished to Landlord not later than five (5) days prior to the effective date of the assignment. If Tenant subleases the Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than five (5) 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, at Landlord's option and written request, will, at Landlord's election, attorn to Landlord in the event this Lease terminates before the expiration of the sublease. Provided that Landlord has specifically approved in writing the creditworthiness of such subtenant (with such approval not to be unreasonably withheld), Landlord shall also agree to recognize such subtenant and not disturb the subtenant in its use and enjoyment of the subleased space so long as such subtenant is fulfilling all of the obligations of Tenant under this Lease (including payment of all Rent) attributable to the subleased portion of the Premises. Notwithstanding the foregoing, Landlord may elect to require such subtenant to pay the rent due under such sublease if it exceeds the Rent due under this Lease attributable to such subleased portion of the Premises.

X. MAINTENANCE AND REPAIR

10.1 Landlord's Obligation . Landlord will maintain, repair and restore in reasonably good order and condition: (i) the Common Area; (ii) the mechanical, plumbing, electrical and HVAC equipment serving the Building; (iii) the structure of the Building (including roof, exterior walls and foundation); (iv) exterior windows of the Building; and (v) Building standard lighting. The cost of such maintenance and repairs to the Building shall be included in the Operating Expenses and paid by Tenant as provided in Article VI (except to the extent that such costs are Excluded Operating Expenses); provided, however, subject to the provision of Section 14.1 below, Tenant shall bear the full cost, plus a reasonable administrative fee not to exceed five percent (5%) of such cost for Landlord's overhead, of any maintenance, repair or restoration necessitated by the negligence or willful misconduct of Tenant or its Agents. Tenant waives all rights to make repairs at the expense of Landlord, to deduct the cost of such repairs from any payment owed to Landlord under this Lease, to claim a lien against the Rent, the Project or Landlord's property, or to vacate the Premises.

10.2 Tenant's Obligation . Subject to Landlord's express obligations set forth in Section 10.1 , Tenant, at its expense, shall maintain the Premises in good condition and repair, casualty governed by the provisions of Article XVIII excepted. Tenant's obligation shall include without limitation the obligation to maintain and repair all: (i) interior walls; (ii) floor coverings; (iii) ceilings; (iv) doors inside the Premises; (v) entrances to the Premises; (vi) supplemental HVAC systems within the Premises; and (vii) private restrooms and kitchens, including hot water heaters, plumbing and similar facilities inside the Premises serving Tenant exclusively. Tenant will promptly advise Landlord of any material damage to the Premises. Additionally, Tenant will endeavor to advise Landlord of any material damage to other portions of the Project to the extent Tenant caused such material damage. If Tenant does not diligently repair any damage or injury to the Premises within a reasonable time after written notice from

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Landlord, then all such damage or injury to the Premises (excluding Tenant's equipment, personal property and trade fixtures) may be repaired, restored or replaced by Landlord, at the expense of Tenant, and such expense (plus 5% of such expense for Landlord's overhead) will be collectible as Additional Rent and will be paid by Tenant upon demand. Notwithstanding the foregoing, Landlord, and not Tenant, shall be responsible for repairing any damage to the Premises to the extent caused by Landlord's negligence or wilful misconduct. The provisions of this Section are subject to the provisions of Section 14.1 below.

XI. INITIAL CONSTRUCTION; ALTERATIONS

11.1 Initial Construction . Landlord will deliver possession of the Premises to Tenant upon completion of Base Building Conditions (as defined in the Workletter). Landlord and Tenant agree that the construction of the Tenant Improvements shall be performed by Tenant in accordance with and as defined in the Work Letter. Except as provided for in the Work Letter, and subject to the payment of the Tenant Work Allowance (as defined in the Work Letter), Landlord shall have no obligations whatsoever to construct any improvements to the Premises. Notwithstanding the foregoing, in the event that the Premises as of the Date of Lease is in violation of any laws, rules or regulations applicable thereto, then Landlord shall be responsible for the cost of compliance.

11.2 Installing and Operating Tenant's Equipment . Without first obtaining the written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not install or operate in the Premises: (i) any electrically operated equipment or other machinery, other than standard office equipment that does not require wiring, cooling or other service in excess of commercially reasonable standards; (ii) any equipment of any kind or nature whatsoever which will require any changes, replacements or additions to, or changes in the use of, any water, heating, plumbing, air conditioning or electrical system of the Premises or the Project; or (iii) any equipment which exceeds the electrical or floor load capacity per square foot for the Building. Landlord represents to Tenant that the electrical systems and floor loads satisfy the Base Building Conditions attached to this Lease as Exhibit 1 to the Work Letter. In Landlord's review of Tenant's proposed plans for the Tenant Improvements, as more fully set forth in the Work Letter, if requested by Tenant, Landlord will advise Tenant if Tenant's equipment satisfies the foregoing criteria. Landlord's consent to such installation or operation may be conditioned upon the payment by Tenant of additional compensation for any excess consumption of utilities and any additional power, wiring, cooling or other service that may result from such equipment. Machines and equipment which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein so as to be objectionable to Landlord or any other Project tenant shall be installed and maintained by Tenant, at its expense, on vibration eliminators or other devices sufficient to eliminate such noise and vibration. Tenant and Tenant's telecommunications companies, including but not limited to, local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to the Land, Building or the Project for the installation and operation of telecommunications systems, including but not limited to, voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems, for part or all of Tenant's telecommunications within the Building without Landlord's prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing requirement of Landlord's consent, Landlord agrees that, subject to Landlord's reasonable rules

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and regulations and procedures regarding access to and use thereof, Landlord shall grant Tenant and Tenant’s telecommunications service providers access to and reasonable use of telecommunication risers, closets and the net pop room in the Common Areas of the Building and the riser closets on the floors of the Premises during the Term hereof without charge to Tenant or its provider.

11.3 Alterations . Tenant shall not make, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, any alterations, additions or improvements (each, an " Alteration ") to the Premises that (i) could reasonably be expected to materially affect the structural integrity of the Building or the electrical, exhaust, mechanical, plumbing, HVAC, life safety or other utility or safety systems of the Building, or (ii) cost for any single Alteration in excess of $100,000 (each such Alteration described in clause (i) and (ii) being referred to as a " Major Alteration "); provided, however, that painting, carpeting and other decorating of the Premises which does not fall under clause (i) above shall not be deemed a Major Alteration even if the anticipated costs for same exceeds $100,000. Landlord's consent shall not be required to be granted if Tenant is in Default (unless the construction of such Major Alteration will cure such Default). In the event Tenant intends to make a Major Alteration, Tenant shall deliver to Landlord for Landlord's approval the plans and specifications for the Major Alteration, together with the names and addresses of possible contractors (an " Approval Request "). In the event Landlord fails to approve or disapprove (which disapproval shall specifically describe the reasons for such disapproval) the plans and specifications and the proposed contractors on or before ten (10) business days after receiving the Approval Request, Tenant may deliver to Landlord a second request for approval (a " Second Request "), and in the event Landlord fails to approve or disapprove (which disapproval shall specifically describe the reasons for such disapproval) the plans and specifications and the proposed contractors on or before three (3) business days after receiving the Second Request, such plans and specifications and the contractors shall be deemed approved. All Alterations, including but not limited to Major Alterations, shall be installed in a good, workmanlike manner and only new, high-grade materials shall be used. All Major Alterations shall be subject to Landlord's reasonable scheduling requirements and regulations. Tenant further agrees to hold Landlord harmless from any and all liabilities of every kind and description which may arise out of or be connected in any way with any Major Alterations, or other Alterations, except liabilities arising out of Landlord's negligence or willful misconduct. Before commencing any work in connection with any Major Alterations, Tenant shall furnish Landlord with copies of all permits and licenses, the construction contract(s), and certificates of insurance naming Landlord as an additional insured from all contractors performing labor or furnishing materials insuring Landlord against any and all liabilities which may arise out of or be connected in any way with such Major Alterations. In addition, prior to commencing any Alterations, Tenant shall obtain evidence of insurance from all vendors and contractors performing such work. Tenant shall permit Landlord to supervise construction operations in connection with Major Alterations if Landlord requests to do so. Tenant shall pay the cost of all Alterations as well as the cost of decorating and repairing any damage to the Building, including the Premises, occasioned by such Alterations, including the cost of labor and materials, and contractors' profits, overhead and general conditions. Upon completing any Major Alterations, Tenant shall furnish Landlord with contractors' affidavits in form required by law, and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All Alterations shall comply with all insurance requirements and with all city and county ordinances and regulations and with the

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requirements of all state and federal statutes and regulations. Upon completing any Alterations which involve the moving or installation of any walls within the Premises, Tenant shall provide a copy of the plans for such work to Landlord.

11.4 Liens . Landlord's title is paramount and always shall be paramount to the title of Tenant and nothing contained in this Lease shall empower Tenant to do any act which shall encumber the title of Landlord. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen to be placed upon or against the Premises, the Building, the Project or against Tenant's leasehold interest in the Premises and, in case of any such lien attaching, to pay and remove the same immediately; provided, however, that Tenant shall have the right to contest, in good faith and with reasonable diligence, the validity of any such lien or claimed lien, and Tenant shall not be deemed in default hereunder as a result of such lien so long as Tenant is so contesting such lien. Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Premises, the Building, or the Project and any and all liens and encumbrances created by Tenant shall attach only to Tenant's interest in the Premises. If any such liens so attach and Tenant fails to pay and remove the same or cause the same to be bonded over within twenty (20) days after notice of such lien, or if Tenant fails to diligently and in good faith contest such liens as provided above, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of Landlord's payment thereof at the Interest Rate (as defined in Section 1.23 ) for amounts owed to Landlord by Tenant, shall be deemed to be additional rent due and payable by Tenant at once without notice or demand. Tenant agrees to indemnify, hold harmless and defend Landlord from any loss, cost, damage or expense, including attorney's fees, arising out of any lien claim or out of any other claim relating to work done or materials supplied to the Premises at Tenant's request or on Tenant's behalf. Subject to the following sentence, Tenant shall remove or cause to be bonded over any filed lien within twenty (20) days after notice of the filing of such lien. Nothing in this Section 11.4 shall be deemed to prohibit or limit Tenant's right to contest a lien filed against the Premises, the Building, the Project or against Tenant's leasehold interest in the Premises, provided if Tenant fails to so remove or cause to be bonded over such lien within twenty (20) days, Tenant shall not be in default hereunder if Tenant (a) diligently and in good faith contests such lien, or (b) delivers to Landlord security reasonably satisfactory to Landlord to enable Landlord to protect its interests against such lien and to pay off such lien in the event any action is taken to foreclose any such lien.

XII. SIGNS

Except as expressly provided for in this Article XII , and in Section 24.29 and in Article XXX , no sign, advertisement or notice shall be inscribed, painted, affixed, placed or otherwise displayed by Tenant on any part of the Project or the outside or the inside (to the extent visible from the exterior of the Premises or Building) of the Building or the Premises. Landlord shall provide, at Tenant's expense, a listing for each of Tenant's departments and key employees in any such department on the directory in the lobby of the Building listing all Building tenants. Landlord also shall, at Tenant's expense, place the suite number and/or Tenant name on or in the immediate vicinity of the entry door to the Premises for space on multi tenant floors; using Landlord's standard sign material and lettering, subject to Landlord's prior written approval as to location and size, which approval shall not be unreasonably withheld. If any

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prohibited sign, advertisement or notice is nevertheless exhibited by Tenant, Landlord shall have the right to remove the same, and Tenant shall pay upon demand any and all expenses incurred by Landlord in such removal, together with interest thereon at the Interest Rate from the demand date.

XIII. [INTENTIONALLY OMITTED]

XIV. INSURANCE

14.1 Waiver of Subrogation . Landlord and Tenant agree to have all fire and extended coverage, other property damage insurance and Workers' Compensation insurance which may be carried by either of them endorsed with a clause providing that any release from liability of or waiver of claim for recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of such policy or the right of the insured to recover thereunder, and providing further that the insurer waives all rights of subrogation which such insurer might have against the other party. Without limiting any release or waiver of liability or recovery set forth elsewhere in this Lease, and notwithstanding anything in this Lease which may appear to be to the contrary, each of the parties hereto waives all claims for recovery from the other party for any loss or damage to any of its property either (a) insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance policies or (b) required to be covered by insurance policies pursuant to the terms of this Article XIV . Notwithstanding the foregoing or anything contained in this Lease to the contrary, any release or any waiver of claims shall not be operative, nor shall the foregoing endorsements be required, in any case where the effect of such release or waiver is to invalidate insurance coverage or to invalidate the right of the insured to recover thereunder or to increase the cost thereof (provided that in the case of increased cost, the other party shall have the right, within ten (10) days following written notice thereof, to pay such increased cost and thereby keep such release or waiver in full force and effect).

14.2 Tenant's Insurance . Tenant shall carry insurance during the entire Term hereof with coverages reasonably satisfactory to Landlord and issued by companies with a quality rating equal or better than A- and with such increases in limits as Landlord may request from time to time (but no more than once every three (3) years), but initially Tenant shall maintain the following coverages in the following amounts:

(i) Comprehensive or commercial general liability insurance, including contractual liability, on an occurrence basis, in an amount not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence, covering Tenant as a named