OFFICE LEASE AGREEMENT

Exhibit 10.3.5.2

OFFICE LEASE AGREEMENT

BY AND BETWEEN

CHASE TOWER ASSOCIATES, L.L.C.

(as landlord)

AND

HEALTHCARE FINANCIAL PARTNERS REIT, INC.

(as tenant )

TABLE OF CONTENTS

OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (this “Lease” ) is dated as of the 7th day of December, 2001, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company ( “Landlord” ), and HEALTHCARE FINANCIAL PARTNERS REIT,INC., a Maryland corporation ( “Tenant” ).

ARTICLE I
DEFINITIONS

     1.1 Building: a twelve (12) story building containing approximately two hundred eighteen thousand eight hundred ninety-seven (218,897) square feet of office rentable area and two hundred twenty-eight thousand five hundred (228,500) square feet of total rentable area as of the date hereof and located at 4445 Willard Avenue, Chevy Chase, Maryland.

     1.2 Premises: approximately ten thousand six hundred eight (10,608) square feet of rentable area located on the eleventh (11th) floor of the Building and known as Suite 1100, as more particularly designated on Exhibit A.

     1.3 Lease Term: one hundred twenty (120) months.

     1.4 Anticipated Possession Delivery Date: two (2) business days following the date of Landlord’s execution of this Lease.

     1.5 Base Rent: Four Hundred Nineteen Thousand Sixteen Dollars ($419,016.00) for the first Lease Year, divided into twelve (12) equal monthly installments of Thirty-Four Thousand Nine Hundred Eighteen Dollars ($ 34,918.00) for the first Lease Year.

     1.6 Base Rent Annual Escalation Percentage: Three percent (3%), except with respect to Lease Year 6, at which time the then Base Rent shall be increased by an amount equal to the product of (i) Two Dollars ($2.00) multiplied by (ii) the rentable square footage of the Premises, that is, Twenty-One Thousand Two Hundred Sixteen Dollars ($21,216.00), which $21,216.00 is hereinafter referred to as the “Sixth Lease Year Escalation Amount,” as shown on Exhibit F hereto.

     1.7 Operating Charges Base Year: Calendar year 2002.

     1.8 Real Estate Taxes Base Year: Calendar year 2002.

     1.9 Security Deposit Amount: One Hundred Four Thousand Seven Hundred Fifty-Four Dollars ($104,754.00).

     1.10 Brokers: Insignia/ESG, Inc. and The Meyer Group, LTD.

     1.11 Tenant Notice Address: 1133 Connecticut Avenue, N.W., Suite 620, Washington, D.C. 20036 until Tenant has commenced beneficial use of the Premises, and at the Premises, after Tenant has commenced beneficial use of the Premises.

     1.l2 Landlord Notice Address: Chase Tower Associates, L.L.C., c/o The JBG Companies, 5301 Wisconsin Avenue, N.W., Suite 300, Washington, D.C. 20015, Attention: Ms. Sharon Oliver, with a copy to: Greenstein DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C. 20036, Attention: Abraham J. Greenstein, Esq.

     1.13 Landlord Payment Address: Chase Tower Associates, L.L.C. and delivered to JBG/Commercial Management, L.L.C. at 5301 Wisconsin Avenue, N.W., Suite 300, Washington, D.C. 20015 or such other address as Landlord may advise Tenant.

     1.14 Building Hours: 7:00 a.m. to 7:00 p.m. on Monday through Friday (excluding legal holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding legal holidays), and such other hours, if any, as Landlord from time to time determines. As of the date of this Lease, the legal holidays observed by Landlord are the dates on which the federal government observes New Year’s Day, Martin Luther King Day, Washington’s Birthday (President’s Day), Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day; provided, however, that Landlord retains the right, in its sole discretion, to increase or to decrease the legal holidays which it observes; provided, however, that in the event that at any time the lease of any other office tenant in the Building excludes any of the foregoing holidays as a legal holiday, such holiday shall also be excluded as a legal holiday from this Section 1.14 during the period that it is excluded as a legal holiday from such other tenant’s lease.

     1.15 Guarantor(s): Intentionally omitted..

     1.16 Complex: that certain complex of which the Building, the Land, a retail building comprising approximately twenty-two thousand (22,000) rentable square feet and the land upon which it is constructed are a part] known as Chase Tower, and including all easements, rights, and appurtenances thereto (including private streets, storm detention facilities, and any other service facilities).

     1.17 Parking Permits: Nineteen (19).

ARTICLE II
PREMISES

     2.1 Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the term and upon the conditions and covenants set forth in this Lease. Tenant will have the non-exclusive right to use (a) the common and public areas of the Building and (b) subject to such requirements (other than the payment of any fee therefor) and limitations as Landlord, in its sole and absolute discretion, may impose, the telephone room located on the ninth (9th) floor of the Building. Except as may otherwise be expressly provided in this Lease, the lease of the Premises does not include the right to use the roof, mechanical rooms, electrical closets, janitorial closets, parking areas or other non-common or non-public areas of the Building.

     2.2 The rentable area in the Building and in the Premises shall be determined by Landlord’s architect in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996. Landlord shall have the option, exercisable by written notice to Tenant at any time during the first one hundred eighty (180) days of the Term, to have the rentable floor area of the Premises remeasured by Landlord’s architect in the manner described above or any successor thereto irrespective of whether any option to expand or contract the Premises is exercised by Tenant. Upon such remeasurement by the Landlord’s architect, Landlord may, at its option, give Tenant written notice of the rentable floor area so determined, in which event the rentable area as thus remeasured shall be deemed to be the rentable floor area of the Premises for all purposes of this Lease, all Rent theretofore paid by Tenant to Landlord during the Term shall be retroactively adjusted, and any deficiency shall be paid by Tenant to Landlord within thirty (30) days after Landlord’s notice to Tenant setting forth the rentable floor area of the Premises.

ARTICLE III
TERM

     3.1 All of the provisions of this Lease shall be in full force and effect from and after the date first above written. The Lease Term shall commence on the Lease Commencement Date specified in Section 3.2. If the Lease Commencement Date is not the first day of a month, then the Lease Term shall be the period set forth in Section 1.3 plus the partial month in which the Lease Commencement Date occurs. The Lease Term shall also include any properly exercised renewal or extension of the term of this Lease which is specifically provided for in this Lease.

     3.2 The “Lease Commencement Date” shall be February 1, 2002; provided, however, that if Tenant commences its business operations in the Premises on a date which is earlier than February 1, 2002, then the Lease Commencement Date shall be such date as Tenant commences its business operations in the Premises. Promptly after the Lease Commencement Date is ascertained, Landlord and Tenant shall execute the certificate confirming the Lease Commencement Date attached to this Lease as Exhibit D .

     The base building shall be constructed by Landlord substantially in accordance with the description attached hereto as Exhibit E and made a part hereof.

     3.3 It is presently anticipated that the Premises will be delivered to Tenant on or about the Anticipated Possession Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, Landlord shall not have any liability whatsoever, and this Lease shall not be rendered void or voidable, as a result thereof. In the event that Landlord does not deliver the Premises to Tenant by the ninety-second (92nd) day following the date of Landlord’s execution of this Lease the ( “Outside Delivery Date” ), and the reason therefor is other than the occurrence of one or more circumstances described in Section 26. 18 hereof, then Tenant shall have the right to terminate this Lease by written notice to Landlord, which written notice shall be given by Tenant, if at all, within five (5) days following the Outside Delivery Date, following which termination neither Landlord nor Tenant shall have any further liability or obligations to the other under this Lease.

     3.4 “Lease Year” shall mean a period of twelve (12) consecutive months commencing on the Lease Commencement Date, and each successive twelve (12) month period thereafter; provided, however, that if the Lease Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month in which the first anniversary of the Lease Commencement Date occurs.

ARTICLE IV
BASE RENT

     4.1 From and after the Lease Commencement Date, Tenant shall pay the Base Rent in equal monthly installments in advance on the first day of each month during a Lease Year. On the first day of the second and each succeeding Lease Year, the Base Rent in effect shall be increased by an amount equal to the product of (a) the Base Rent Annual Escalation Percentage, multiplied by (b) the Base Rent in effect immediately before the increase, calculated on a per square foot basis and without regard to any rental abatement, allowance or other concession granted by Landlord during such Lease Year, which Base Rent per square foot shall be as set forth on Exhibit F attached hereto; provided, however, that on the first day of the sixth (6th) Lease Year, the Base Rent in effect shall be increased by the Sixth Lease Year Escalation Amount (in lieu of being increased by the Base Rent Escalation Percentage), as set forth on Exhibit F attached hereto.

     4.2 Concurrently with Tenant’s execution of this Lease, Tenant shall pay an amount equal to one (l) monthly installment of the Base Rent payable during the first Lease Year, which amount shall be credited toward the monthly installment of the Base Rent payable for the first full calendar month of the Lease Term. If the Lease Commencement Date is not the first day of a month, then the Base Rent from the Lease Commencement Date until the first day of the following month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent payable during the first Lease Year, and Tenant shall pay such prorated installment of the Base Rent on the Lease Commencement Date.

     4.3 All sums payable by Tenant under this Lease, whether or not stated to be Base Rent, additional rent or otherwise, shall be paid to Landlord in legal tender of the United States, without setoff, deduction (except as specifically provided herein) or demand, at the Landlord Payment Address, or to such other party or such other address as Landlord may designate in writing. Landlord’s acceptance of rent after it shall have become due and payable shall not excuse a delay upon any subsequent occasion or constitute a waiver of any of Landlord’s rights hereunder. Except as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord (other than Base Rent), and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease to be paid by Tenant no later than ten (10) days after the date Landlord notifies Tenant of the amount thereof. If, on at least two (2) occasions during any calendar year, any sum payable by Tenant under this Lease is paid by check which is returned due to insufficient funds, stop payment order, or otherwise, then: (a) such event shall be treated as a failure to pay such sum when due; and (b) in addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled (i) to impose, as additional rent, a returned check charge of Fifty Dollars ($50.00) to cover Landlord’s administrative expenses and overhead for processing, and (ii) to require that all future payments be remitted by wire transfer, money order, or cashier’s or certified check for the twelve (12) months following the month in which the check is returned to Landlord.

     4.4 Landlord and Tenant agree that no rental or other payment for the use or occupancy of the Premises is or shall be based in whole or in part on the net income or profits derived by any person or entity from the Building or the Premises. Tenant further agrees that it will not enter into any sublease, license, concession or other agreement for any use or occupancy of the Premises which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or profits derived by any person or entity from the Premises so leased, used or occupied. Nothing in the foregoing sentence, however, shall be construed as permitting or constituting Landlord’s approval of any sublease, license, concession, or other use or occupancy agreement not otherwise approved by Landlord in accordance with the provisions of Article VII.

ARTICLE V
INCREASES IN OPERATING EXPENSES AND REAL ESTATE TAXES

     5.1 For the purposes of this Article V, the term “Building” shall be deemed to include the site upon which the Building is constructed and all associated easements (which site is sometimes referred to herein as the “Land” ). Landlord shall prorate the common expenses and costs for insurance premiums and with respect to the garage serving the Complex, as well as Real Estate Taxes for the Complex if not separately assessed against the Building and the Land with respect to each such building or parcel of land in the Complex in such manner as Landlord, in its sole but not arbitrary judgment, shall determine.

     5.2 Commencing on the first anniversary of the Lease Commencement Date, Tenant shall pay as additional rent Tenant’s proportionate share of the amount by which Operating Expenses [as defined in Section 5.2(a) hereof] for each calendar year falling entirely or partly within the Lease Term exceed a base amount (the “Operating Charges Base Amount” ) equal to the Operating Expenses incurred during the Operating Charges Base Year. Tenant’s proportionate share with respect to Operating Expenses shall be that percentage which is equal to a fraction, the numerator of which is the number of square feet of rentable area in the Premises, and the denominator

of which is the number of square feet of office rentable area from time to time in the Building (excluding storage, roof and garage space).

          (a) “Operating Expenses” shall mean the sum of all expenses actually incurred by Landlord in the ownership, operation, management, maintenance, repair and cleaning of the Building, including, but not limited to, the following: (l) electricity, gas, water, HVAC, sewer, telephone services and other utility charges of every type and nature; (2) premiums and other charges for insurance and deductibles under such insurance policies with respect to repairs and replacements which would otherwise qualify as Operating Expenses under this Section 5.2(a); (3) management fees and personnel costs of the Building; (4) costs of service and maintenance contracts; (5) charges for janitorial, trash removal and cleaning services and supplies furnished to the Building; (6) any business, professional and occupational license tax or fee payable by Landlord with respect to the Building; (7) reasonable reserves for replacements, repairs and contingencies, the expenses of which would be includable in Operating Expenses pursuant to this Section 5.2.(a); (8) costs of snow removal; (9) costs incurred by Landlord during the Lease Term for the acquisition and./or replacement of telecommunications systems, energy management systems, life safety systems, equipment, systems or machinery intended to reduce Operating Expenses or the rate of Operating Expenses from what it otherwise would have been in the absence of such acquisition or replacement, or to comply with insurance requirements or the requirements of any Laws (as hereinafter defined in Section 6.1), or any other improvements or replacements made in order to promote the efficient operation of the Building; provided however that Landlord shall amortize such costs over the useful life of any such expenditure (as reasonably determined by Landlord), together with interest thereon at twelve percent (12%) per annum; (10) that portion of expenses incurred by Landlord in the operation of the Complex which are allocable to the Building; and (11) any other expense actually incurred by Landlord in owning, managing, maintaining, repairing, operating or cleaning the Building, whether or not provided on the Lease Commencement Date, and after excluding or deducting therefrom, as applicable, any rebate received by Landlord of amounts which would otherwise be (or had been) included in Operating Expenses. Operating Expenses shall not include: (i) principal or interest payments on any Mortgages (as defined in Section 2l .1); (ii) leasing commissions or legal fees with respect to the negotiation of leases; (iii) capital expenditures, except as specified above; (iv) the costs of special services and utilities separately paid by particular tenants of the Building; (v) costs which are reimbursed to Landlord by insurers or by governmental authorities in eminent domain proceedings; (vii) advertising for vacant space in the Building; (viii) the cost of tenant improvements; (ix) amounts paid to any person, firm or corporation related to or otherwise affiliated with Landlord which are in excess of arm’s-length competitive prices paid in the Washington, D.C. metropolitan area for the services or goods provided; (x) costs of operation of the parking garage at the Complex (but not of the maintenance or repair of same by Landlord, as opposed to any parking operator), except that the costs of paving, power sweeping and power washing shall be excluded from Operating Expenses in all events; (xi) ground rent, except for any portion thereof which is utilized for the payment of Real Estate Taxes, insurance premiums or the like; (xii) sums paid by Landlord as an indemnification of any party and damages, fines, late charges, penalties or interest for Landlord’s violation of laws, provided that Tenant’s act or omission has not contributed to any such damages, fines, late charges, penalties or interest and Tenant was then current in the payment of all Rent due and payable under this Lease; (xiii) depreciation of the Building or equipment therein, except as hereinabove provided with respect to certain capital expenditures; (xiv) advertising and promotional expenditures; (xv) amounts which have been reimbursed for any purpose, except through a tenant’s payment of its proportionate share of the Operating Expenses; (xvi) expenses in connection with services or other benefits of a type or quantity beyond the scope of this Lease which are not made available to Tenant but which are provided to one or more other tenants or occupants of the Building; (xvii) any and all costs arising from the presence of Hazardous Materials (as hereinafter defined) in or about the Premises, the Building or the Land which are present on the date this Lease is executed; (xviii) costs (including, in connection therewith, all attorneys’ fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to monetary disputes with tenants or the sale, financing, refinancing or leasing of the Building; (xix) costs associated with the operation of the business of the partnership or entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters; (xx) costs of defending any lawsuits with any mortgagee (except as the actions of

Tenant may be in issue); (xxi) costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building; (xxii) costs of any disputes between Landlord and its employees (if any) not engaged in Building operations, disputes of Landlord with Building management, or outside fees paid in connection with monetary disputes with other tenants; (xxiii) costs of initial construction of the Building and the costs of preparing, replacing or otherwise correcting defects (but not the costs of repair for normal wear and tear) in the Construction of the Building or any of its components; (xxiv) “Tap Fees” or one-time lump sum sewer or water connection fees for the Building payable in connection with the initial construction of the Building; (xxv) rentals for any space in the Building which is set aside for conference facilities, storage facilities or exercise facilities; (xxvi) wages and salaries for off-site employees (other than employees who are based off-site but who provide some or all of their services at the Building with respect to the operation, management, maintenance, repair and cleaning of the Building) and employees at the Building above the level of Property Manger; and (xxvii) all costs resulting from the non-compliance of the Building with the ADA (as hereinafter defined) as of the date this Lease is executed.

          (b) If the average occupancy rate for the Building during any calendar year (including the Operating Charges Base Year) is less than one hundred percent (100%), or if any tenant is separately paying for (or does not require) electricity or janitorial services furnished to its premises, then Operating Expenses for such year shall be deemed to include all additional expenses, as reasonably estimated by Landlord, which would have been incurred during such year if such average occupancy rate had been one hundred percent (100%) and if Landlord paid for electricity and janitorial services furnished to such premises. In no event shall the provisions of this paragraph be used to enable Landlord to collect from the tenants of the Building more than one hundred percent (100%) of the costs and expenses incurred by Landlord in owning, managing, maintaining, repairing, operating and cleaning the Building and the Land.

          (c) Tenant shall make estimated monthly payments to Landlord on account of the amount by which Operating Expenses that are expected to be incurred during each calendar year (or portion thereof) would exceed the Operating Charges Base Amount. On or about the beginning of the Lease Term and on or about the beginning of each calendar year thereafter, Landlord may submit a statement setting forth Landlord’s reasonable estimate of such excess and Tenant’s proportionate share thereof. Tenant shall pay to Landlord on the first day of each month following receipt of such statement, until Tenant’s receipt of the succeeding annual statement, an amount equal to one-twelfth (1/12) of each such share (estimated on an annual basis). From time to time during any calendar year, Landlord may revise Landlord’s estimate and adjust Tenant’s monthly payments to reflect Landlord’s revised estimate. Within approximately one hundred twenty (120) days after the end of each calendar year, or as soon thereafter as is feasible, Landlord shall submit a statement showing (l) Tenant’s proportionate share of the amount by which Operating Expenses incurred during the preceding calendar year exceeded the Operating Charges Base Amount, and (2) the aggregate amount of Tenant’s estimated payments made on account of Operating Expenses during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Landlord shall credit the net overpayment toward Tenant’s next estimated payment(s) pursuant to this Section. If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess as additional rent within thirty (30) days after Tenant’s receipt of such statement.

          (d) Tenant shall have the right to review, examine and/or audit (collectively, “audit” ), Landlord’s books, records and accounts of, or pertaining to, increases in Operating Expenses ( “Increased Operating Expenses” ) and increased Real Estate Taxes ( “Increased Real Estate Taxes” ). In order to exercise such right Tenant must notify Landlord of Tenant’s desire to do so within thirty (30) days after Tenant’s receipt of Landlord’s statements of actual Increased Operating Expenses and Increased Real Estate Taxes, respectively, for the preceding year. Such audit shall be conducted at Landlord’s office in the Washington, D.C. metropolitan area, during normal business hours, within thirty (30) days after Tenant’s notice. Any such audit shall be made only by Tenant’s employees or by an auditor hired by Tenant who is a Certified Public Accountant ( “CPA” ), and who is employed on other than a contingent fee basis. Tenant shall notify Landlord of the results of such audit in writing. In the event that any such audit reveals an overstatement or understatement of Tenant’s percentage of Increased

Operating Expenses or Tenant’s percentage of Increased Real Estate Taxes, or both, for the preceding year, and such overstatement or understatement as revealed thereby is agreed by Landlord to be, or is conclusively determined by a court of competent jurisdiction to be, correct (and all periods for appeal have expired and no appeal is pending), then Tenant shall pay to Landlord its pro rata share of any underpayment within thirty (30) days after the date such audit is agreed to by Landlord or is conclusively determined by a court of competent jurisdiction to be correct (and all periods for appeal have expired and no appeal is pending), and Tenant shall have the right to a credit in the amount of Tenant’s percentage of any overpayment. Such credit shall be applied against the Rent next coming due and payable hereunder. In the event that such audit reveals that Operating Expenses, Real Estate Taxes, or both were overstated in the amount of five percent (5%) or more, then Tenant shall have the right to receive from Landlord a reimbursement of the reasonable costs and expenses incurred by Tenant in connection with such audit of Operating Expenses or Real Estate Taxes or both. In the event that such audit reveals that Operating Expenses, Real Estate Taxes or both were not overstated or were overstated in an amount less than five percent (5%), then Landlord shall have the right to receive from Tenant a reimbursement of costs and expenses incurred by Landlord in connection with such audit of Operating Expenses, Real Estate Taxes or both, including, but not limited to, compensation for that portion, if any, of the time of Landlord’s property management personnel which is in excess of five (5) hours.

               Tenant hereby agrees (i) that none of Tenant’s members, shareholders, directors, officers or partners or Office Manager, Administrator or similarly titled personnel shall, or shall authorize anyone else to, initiate any discussions with, or respond to any requests for information from, any person as to the existence, status or results of any such audit and (ii) that Tenant shall instruct Tenant’s auditors and attorneys and their employees to keep the results of such audit in strictest confidence; provided, however, that Landlord hereby agrees that nothing set forth above shall preclude Tenant from disclosing the results of such audit (A) in any judicial or quasi-judicial proceeding, or pursuant to court order or discovery request, or (B) to any current or prospective assignee or sublessee of Tenant or, (C) to any agent, representative or employee of Landlord who or which requests the same, or (D) to any mortgagee of the Building, the Land or both, who or which requests the same.

     5.3 Commencing on the first anniversary of the Lease Commencement Date, for each calendar year during the Lease Term, Tenant shall pay as additional rent Tenant’s proportionate share of the amount by which Real Estate Taxes [as defined in Section 5.3(a) hereof] for each calendar year falling entirely or partly within the Lease Term exceed a base amount (the “Real Estate Taxes Base Amount” ) equal to the Real Estate Taxes incurred during the Real Estate Taxes Base Year, as finally determined, which shall mean that the Real Estate Taxes for the calendar year at issue are subject to no further contest or appeal by Landlord or the taxing authority. Tenant’s proportionate share with respect to Real Estate Taxes shall be that percentage which is equal to a fraction, the numerator of which is the number of square feet of rentable area in the Premises, and the denominator of which is the number of square feet of total rentable area from time to time in the Building (excluding storage, roof and garage space).

          (a) “Real Estate Taxes” shall mean (l) all real estate taxes, vault and/or public space rentals, business district or arena taxes, front foot benefit charges, special user fees, rates, and assessments (including general and special assessments, if any), ordinary and extraordinary, foreseen and unforeseen, which are imposed upon Landlord or assessed against the Building or the Land or Landlord’s personal property used in connection therewith, (2) any other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building, all taxes and assessments for public improvements or any other purpose and any gross receipts or receipts or similar taxes, and (3) expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and court costs) incurred in reviewing, protesting or seeking a reduction of real estate taxes, whether or not such protest or reduction is ultimately successful. Subject to the foregoing, Real Estate Taxes shall not include any inheritance, estate, gift, franchise, corporation, net income or net profits tax assessed against Landlord from the operation of the Building or any personal property tax.

          (b) [Intentionally omitted.]

          (c) Tenant shall make estimated monthly payments to Landlord on account of the amount by which Real Estate Taxes that are expected to be incurred during each calendar year would exceed the Real Estate Taxes Base Amount. At the beginning of the Lease Term and at the beginning of each calendar year thereafter, Landlord may submit a statement setting forth Landlord’s reasonable estimate of such amount and Tenant’s proportionate share thereof. Tenant shall pay to Landlord on the first day of each month following receipt of such statement, until Tenant’s receipt of the succeeding annual statement, an amount equal to one-twelfth (1/12) of such share [estimated on an annual basis without proration pursuant to Section 5.3(d) hereof]. From time to time during any calendar year, Landlord may revise Landlord’s estimate and adjust Tenant’s monthly payments to reflect Landlord’s revised estimate. After the end of each calendar year Landlord shall submit a statement showing (1) Tenant’s proportionate share of the amount by which Real Estate Taxes incurred during the preceding calendar year exceeded the Real Estate Taxes Base Amount, and (2) the aggregate amount of Tenant’s estimated payments made during such year, which statement shall be accompanied by a copy of the tax bill(s) upon which the statement is based. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Landlord shall credit the net overpayment toward Tenant’s next estimated payment(s) pursuant to this Section, or, if the Lease Term has expired at the time of Landlord’s issuance of such statement, then Landlord shall pay to Tenant the proportionate share of such refund to which Tenant is entitled pursuant to this Section 5.3 within thirty (30) days following Landlord’s issuance of such statement. If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess as additional rent within thirty (30) days after Tenant’s receipt of such statement.

          (d) If the Lease Term commences or expires on a day other than the first day or the last day of a calendar year, respectively, then Tenant’s liabilities pursuant to this Article for such calendar year shall be apportioned by multiplying the respective amount of Tenant’s proportionate share thereof for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term, and the denominator of which is three hundred sixty-five (365).

ARTICLE VI
USE OF PREMISES

     6.1 Tenant shall use and occupy the Premises solely for general (non-medical and non-governmental) office purposes for a business and in a manner that is consistent with the first-class image of the Building and which is in compliance with the requirements of this Article VI and is compatible with the other uses within, and the terms of other leases with respect to, the Building, and for no other use or purpose. Tenant shall not use or occupy the Premises for any unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises or the Building or that will constitute waste, nuisance or unreasonable annoyance to Landlord or any other tenant or user of the Building (in each case, in Landlord’s reasonable judgement), or in any manner that will increase the number of parking spaces required for the Building or its full occupancy as required by law. Tenant shall comply with all present and future laws (including, without limitation, the Americans with Disabilities Act (the “ADA” ) and the regulations promulgated thereunder, as the same may be amended from time to time), ordinances (including without limitation, zoning ordinances and land use requirements), regulations, orders and recommendations (including, without limitation, those made by any public or private agency having authority over insurance rates) (collectively, “Laws” ) concerning the use, occupancy and condition of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all of which shall be complied with in a timely manner at Tenant’s sole expense. Notwithstanding the foregoing, Landlord shall be responsible for compliance of the Common Areas, Land and base building components within the Premises (except to the extent of any Alterations made by Tenant) with all applicable Laws, including, but not limited to, the ADA, throughout the Lease Term. If any such Law requires an occupancy or use permit or license for the Premises or the operation of the business conducted therein (including a certificate of occupancy or nonresidential use permit), then Tenant shall obtain and keep current such

permit or license at Tenant’s expense and shall promptly deliver a copy thereof to Landlord. Use of the Premises is subject to all covenants, conditions and restrictions of record. Tenant shall not use any space in the Building for the sale of goods to the public at large or for the sale at auction of goods or property of any kind. Tenant shall not conduct any operations, sales, promotions, advertising or special events in, on or about the Complex outside of the Premises. Tenant shall have the right to contest any attempted enforcement by any governmental agency of any of the Laws against Tenant, and provided that Tenant is diligently pursing such contest, then Tenant shall not be deemed to be in default under this Lease with respect to any compliance with such Laws unless and until such contest has been finally adjudicated and is not subject to any further contest or appeal.

     6.2 Tenant shall pay before delinquency any business, rent or other taxes or fees that are now or hereafter levied, assessed or imposed upon Tenant’s use or occupancy of the Premises, the conduct of Tenant’s business at the Premises, or Tenant’s equipment, fixtures, furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is levied against Landlord or so that Landlord is responsible for collection or payment thereof, then Tenant shall pay as additional rent the amount of such tax or fee.

     6.3 Tenant shall not cause or permit any Hazardous Materials to be generated, used, released, stored or disposed of in or about the Building, the Land, or the Complex, provided that Tenant may use and store reasonable quantities of standard cleaning materials and office supplies as may be reasonably necessary for Tenant to conduct normal general office use operations in the Premises provided the same are handled, stored and disposed of in accordance with all Laws. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials which are brought into the Premises by Tenant or any Invitees (as hereinafter defined) by Tenant and free of any Environmental Default on the part of Tenant. “ Hazardous Materials ” means (a) asbestos and any asbestos containing material and any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable Law as a “hazardous substance,” “hazardous material,” “hazardous waste,” “infectious waste,” “toxic substance,” “toxic pollutant” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources, and (c) any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance whose presence could be detrimental to the Building, the Land, or the Complex or hazardous to health or the environment. “ Environmental Law ” means any present and future Law and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other requirements or guidelines of governmental authorities applicable to the Building or the Land and relating to the environment and environmental conditions or to any Hazardous Material.

          (a) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Invitee in or about the Building, whether before or after Lease Commencement Date. In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the satisfaction of Landlord and only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld. An “ Environmental Default ” means any of the following by Tenant or any Invitee: a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises, the Land or the Building; an environmental condition requiring responsive action; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to immediately address same to Landlord’s satisfaction, to perform, at

Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, then Tenant shall pay the reasonable costs therefor as additional rent. Promptly upon request, Tenant shall execute from time to time affidavits, representations and similar documents concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials at or in the Building, the Land or the Premises.

          (b) In the event that Landlord receives written notice from a governmental agency of the presence of Hazardous Materials in the Premises or in any of the Common Areas of the Building which are utilized by Tenant in a quantity and of a nature that violates any applicable governmental laws or regulations and that were not introduced to the Building by or on behalf of Tenant, Landlord shall take such action, if any, as may be required to comply with such governmental laws or regulations; provided, however, that Landlord shall have the right to contest any such notice of violation, in which case Landlord’s obligation to cure shall not arise until after the final adjudication of the validity of the violation notice.

     6.4 Landlord at its expense (subject to reimbursement pursuant to Article V to the extent permitted thereby) shall take steps necessary to comply with Title III of the ADA to the extent same applies directly to the common areas of the Building as a whole; provided, however, that to the extent any non-compliance is a result of the use or occupancy of the Premises or any action or inaction of Tenant or any Invitee (as defined in Article VIII), or if any improvements made by Landlord to comply with the ADA benefit solely the Premises, then such compliance shall be at Tenant’s cost. Tenant at its sole cost and expense shall be solely responsible for taking any and all measures which are required to comply with the ADA concerning the Premises (including means of ingress and egress thereto) and the business conducted therein. Any Alterations made or constructed by Tenant for the purpose of complying with the ADA or which otherwise require compliance with the ADA shall be done in accordance with this Lease; provided, that Landlord’s consent to such Alterations shall not constitute either Landlord’s assumption, in whole or in part, of Tenant’s responsibility for compliance with the ADA, or representation or confirmation by Landlord that such Alterations comply with the provisions of the ADA.

     6.5 If Landlord receives written notice from a governmental agency of the presence, in the Premises or in any of the Common Areas of the Building, of a condition that violates any applicable laws or governmental regulations and that was not created or caused by or on behalf of Tenant, Landlord shall timely take such action, if any, as may be required to comply with such law or governmental regulations; provided, however, that Landlord shall have the right to contest any such notice or violation, in which case Landlord’s obligation to cure shall not arise until after the final adjudication of the validity of the violation notice.

ARTICLE VII
ASSIGNMENT AND SUBLETTING

     7.1 Tenant shall not assign, transfer or otherwise encumber (collectively, “ assign ”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “ sublet ”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion. No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Notwithstanding any of the foregoing to the contrary, provided that Tenant is not in default under this Lease, and subject to Landlord’s rights and Tenant’s obligations pursuant to Sections 7.4 and 7.5 below, Landlord shall not unreasonably withhold its consent to any proposed subletting of all or any portion of the Premises. Without limiting the generality of the immediately preceding sentence, and except as hereinafter provided in this Section 7.1, it is specifically agreed that it shall be reasonable for Landlord to withhold its consent if: (i) the proposed subtenant is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) Landlord is not satisfied with the financial capacity of the proposed subtenant to pay the subrent provided for in the proposed sublease; or (iii) the proposed use of the Premises is not in compliance with Article VI

or is not compatible with the other uses within, and the terms of other leases with respect to, the Building; or (iv) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (v) the proposed subtenant is a governmental or quasi-governmental agency; or (vi) the proposed use of the Premises shall increase the pedestrian traffic in the Building above the level of traffic generated by normal and customary office usage; provided, however, that if the Proposed Sublet or Assignment Space, as hereinafter defined (when aggregated with all other space subleased by Tenant) comprises not more than eight thousand (8,000) square feet of rentable area of the Premises, exclusive of any space which is then subleased to or has then been assigned to a related entity or a successor entity) (as each of such terms is defined in Section 7.2 hereof), it is specifically agreed that it shall be reasonable for Landlord to withhold its consent if and only if: (a) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building, (b) the proposed subtenant has a demonstrated unsuitability to sublease the proposed subleased premises and to occupy space in the Building, and (c) Tenant is not then in default in the performance of any of its obligations under this Lease, and for no other reason. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant’s rights hereunder or interest herein, and any sublet or permission to use or occupy the Premises or any part thereof not in accordance with this Article VII shall be void and of no force or effect. Any assignment or subletting, Landlord’s consent thereto, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant hereby collaterally assigns to Landlord the rent due from any assignee or subtenant of Tenant. For any period during which an Event of Default on the part of Tenant is continuing, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively “mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. To reimburse Landlord for expenses incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, or mortgage, Tenant shall pay to Landlord (a) an administrative fee of one thousand dollars ($1,000) and (b) Landlord’s reasonable attorney’s fees actually incurred; provided, however, that the administrative fee described in clause (a) of this sentence shall not apply to any sublease with respect to which the Proposed Sublet or Assignment Space (when all aggregated with all other space subleased by Tenant) comprises not more than eight thousand (8,000) square feet of rentable area of the Premises nor to any sublease to any successor entity, related entity or both (as such terms are defined in Section 7.2 hereof). Any sublease, assignment or mortgage shall, at Landlord’s option, be effected on forms approved by Landlord in its reasonable judgment. Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage within ten (10) days after Tenant’s execution thereof and such agreement shall be of no force or effect until Landlord has executed a consent in form and substance acceptable to Landlord in its reasonable discretion and in accordance with the provisions of this Section 7.1.

     7.2 If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners to Landlord shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article. If Tenant is a corporation (or a partnership with a corporate general partner), then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article; provided, however, that the foregoing portion of this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market or issued pursuant to an initial or any secondary public offering. If Tenant is a limited liability company, then any dissolution of Tenant or a

withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. In addition, a transfer of all or substantially all of the assets of Tenant, either by merger, consolidation, or otherwise shall be deemed to be an assignment under this Article VII. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its a assets, a change in its name of which Landlord has not received prior notice, or a conversion into any other type of entity shall also be deemed voluntary assignment of this Lease. Notwithstanding anything contained in this Article VII to the contrary, provided that Tenant is not in default hereunder, Tenant may, upon at least fifteen (15) days prior written notice to Landlord but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 7.4, 7.5 and 7.6 below, assign or transfer its entire interest in this Lease or sublease the entire Premises or any portion thereof: (a) to a corporation or other business entity (herein sometimes referred to as a “ successor entity ”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that such successor corporation shall have a creditworthiness, net worth and liquidity factor which are all at least equal to the net worth and liquidity factor of Tenant as of the date hereof, and provided that the successor entity shall assume in writing all of the obligations and liabilities of Tenant under this Lease; or (b) to a corporation or other business entity (herein sometimes referred to as a “ related entity ”) which shall, directly or indirectly, control, be controlled by or be under common control with Tenant. In the event of any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. For purposes of clause (b) above, “ control ” shall be deemed to be ownership of more than fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity. Together with Tenant’s notice to Landlord pursuant to this Section 7.2, Tenant shall submit to Landlord sufficient information regarding the transaction as is reasonably necessary for Landlord to confirm that the transaction meets the qualifications set forth in this Section 7.2.

     7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises, then in connection with Tenant’s request to Landlord for Landlord’s consent thereto, Tenant shall give notice to Landlord in writing (“ Tenant’s Request Notice ”) containing the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the “ Proposed Sublease or Assignment Commencement Date ”); the area proposed to be assigned, sublet or otherwise encumbered(the “ Proposed Sublet or Assignment Space ”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant and such party stating whether or not any premium or other consideration is being paid for the assignment sublease or other transaction. Notwithstanding the foregoing, in the event that Tenant desires to determine whether Landlord will exercise its right to terminate this Lease with respect to the Proposed Sublet or Assignment Space in accordance with the provisions of Section 7.4 hereof, Tenant shall have the right to submit a request to Landlord without including therein the information described in the immediately preceding sentence of this Section 7.3 and instead including therein the following information: (i) the number of square feet of rentable area which Tenant intends to sublease or, if it intends to assign its interest in this Lease, then the fact that the proposed transaction would be an assignment, and (ii) the term of the proposed sublease with respect to the Proposed Sublet or Assignment Space. Landlord shall then have thirty (30) days following its receipt of Tenant’s notice (such notice being hereinafter referred to as “ Tenant’s Special Request Notice ”) to advise Tenant whether Landlord would exercise its right to terminate this Lease with respect to the Proposed Sublet or Assignment Space. If within such 30-day period following Landlord’s receipt of Tenant’s Special Request Notice, Landlord advises Tenant that Landlord intends to exercise its recapture right pursuant to Section 7.4, then the date of termination of this Lease with respect to the Proposed Sublet or Assignment Space shall be the ninetieth (90th) day following the date on which Landlord delivers its response to Tenant. If Landlord does not deliver a response to Tenant’s Special Request Notice within such 30-day period, or if Landlord advises Tenant in writing within such 30-day period that Landlord does not intend to exercise its termination right pursuant to Section 7.4 hereof, then, if Tenant submits a Tenant’s Special Request Notice to Landlord to assign its interest in this Lease or to sublease the Proposed Sublet or

Assignment Space, Landlord shall not have the right to terminate this Lease with respect to such proposed assignment or sublease, except that if (i) Tenant’s Request Notice which proposes a specific proposed assignment or sublease is not received by Landlord within one hundred twenty (120) days following the date of Landlord’s delivery of its response to Tenant’s Special Request Notice, or (ii) there is a change of more than five hundred (500) square feet of rentable area from the number of square feet of rentable area described in Tenant’s Special Request Notice, or a change in the form of the proposed transaction (that is, whether a sublease or assignment) or a change in the term of a proposed sublease such that the term is more than three (3) months shorter or longer than the term as described in Tenant’s Special Request Notice, then Landlord’s right to terminate this Lease, or to terminate this Lease with respect to the Proposed Sublet or Assignment Space (as the case may be) in accordance with the provisions of Section 7.4 hereof, shall then again apply fully to Tenant’s Request Notice.

     7.4 If the term of the proposed sublease (including all applicable renewal terms thereof) constitutes ninety percent (90%) or more of the remaining Lease Term and if the Proposed Sublet or Assignment Space (when aggregated with all other space subleased by Tenant) comprises more than six thousand (6,000) square feet of rentable area of the Premises, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or Assignment Space by sending Tenant written notice of such termination within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice. If the Proposed Sublet or Assignment Space does not constitute the entire Premises but constitutes more than six thousand (6,000) square feet of rentable area of the Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet or Assignment Space, then (a) Tenant shall tender the Proposed Sublet or Assignment Space to Landlord on the Proposed Sublease or Assignment Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet or Assignment Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost of any construction required to permit the operation of the Proposed Sublet or Assignment Space separate from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder. If the Proposed Sublet or Assignment Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet or Assignment Space to Landlord, and this Lease shall terminate, on the Proposed Sublease or Assignment Commencement Date. If the term of the proposed sublease (including all applicable renewal terms thereof) constitutes less than ninety percent (90%) of the remaining Lease Term and if the Proposed Sublet or Assignment Space (when aggregated with all other space subleased by Tenant) comprises more than six thousand (6,000) square feet of rentable area of the Premises, exclusive of any space sublet or assigned to a related entity or to a successor entity, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or Assignment Space for the term of the proposed sublease by sending Tenant written notice of such termination within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice.

     7.5 If any sublease or assignment (whether by operation of law or otherwise, including without limitation an assignment pursuant to the provisions of the Bankruptcy Code or any other Insolvency Law), other than a sublease or assignment to a related entity or successor entity (as to which this Section 7.5 shall not apply), provides that the subtenant or assignee thereunder is to pay any amount in excess of the rental and other charges due under this Lease, then whether such excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro-rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess or other premium applicable to the sublease or assignment (after deducting Tenant’s reasonable, out-of-pocket costs incurred in subleasing [consisting of attorneys’ fees, leasehold improvements and allowances for same, advertising expenses, moving allowances, any other monetary allowances (other than rent abatement) and brokerage commissions], but not deducting any costs attributable to vacancy periods or “downtime”), which amount shall be paid by Tenant to Landlord (unless such payment is otherwise waived, in whole or in part, by Landlord in writing) as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after any receipt thereof by Tenant. Landlord shall have the right, which shall be

exercisable in its sole and absolute discretion, to advise Tenant that the provisions of this Section 7.5 shall not apply to one or more proposed subleases or assignments. Acceptance by Landlord of any payments due under this Section shall not be deemed to constitute approval by Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease or assignment.

     7.6 All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant’s interest in the Premises by voluntary surrender or otherwise, at Landlord’s option the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease or, at Landlord’s sole option, the subtenant shall execute a direct lease with Landlord on Landlord’s then-current standard form.

ARTICLE VIII
MAINTENANCE AND REPAIRS

     8.1 Except as specifically provided in this Lease, Tenant, at Tenant’s sole cost and expense, shall promptly make all repairs, perform all maintenance, and make all replacements in and to the Premises that are necessary or desirable to keep the Premises in first class condition and repair, in a clean, safe and tenantable condition, and otherwise in accordance with all Laws and the requirements of this Lease. Tenant shall maintain all fixtures, furnishings and equipment located in, or exclusively serving, the Premises in clean, safe and sanitary condition, shall take good care thereof and make all required repairs and replacements thereto; provided, however, that this sentence shall not be deemed to obligate Tenant to maintain, repair or replace any of the restrooms located on the eleventh (11th) floor of the Building, such responsibility being solely that of Landlord, all costs of which shall be included in Operating Expenses to the extent permitted by Section 5.2(a) hereof. Tenant shall give Landlord prompt written notice of any defects or damage to the structure of, or equipment or fixtures in, the Building or any part thereof. Tenant shall suffer no waste or injury to any part of the Premises, and shall, at the expiration or earlier termination of the Lease Term, surrender the Premises in an order and condition equal to or better than their order and condition on the Lease Commencement Date, except for ordinary wear and tear and as otherwise provided in Section 9.3 and Article XVII. Except as otherwise provided in Article XVII, all injury, breakage and damage to the Premises and to any other part of the Building or the Land caused by any act or omission of any invitee, agent, employee, subtenant, assignee, contractor, client, family member, licensee, customer or guest of Tenant (collective, “ Invitees ”) or Tenant, shall be repaired by and at Tenant’s expense, except that Landlord shall have the right at Landlord’s option to make any such repair and to charge Tenant for all costs and expenses incurred in connection therewith.

     8.2 Except as otherwise provided in this Lease, Landlord shall (subject to reimbursement pursuant to Article V) keep the exterior and demising walls, load bearing elements, foundations, roof and common areas that form a part of the Building, and the building standard mechanical, electrical, HVAC and plumbing systems, pipes and conduits that are provided by Landlord in the operation of the Building (collectively, the “ Building Structure and Systems ”), clean and in good operating condition and, promptly after becoming aware of any item needing repair, will make repairs thereto. Notwithstanding any of the foregoing to the contrary: (a) maintenance and repair of special tenant areas, facilities, finishes and equipment (including, but not limited to, any special fire protection equipment, telecommunications and computer equipment, kitchen/galley equipment, air-conditioning equipment serving the Premises only and all other furniture, furnishings and equipment of Tenant and all Alterations) shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and (b)

Landlord shall have no obligation to make any repairs brought about by any gross negligence or any act of willful misconduct on the part of Tenant or any of its Invitees.

ARTICLE IX
ALTERATIONS

     9.1 The original improvement of the Premises shall be accomplished in accordance with the provisions of this Section 9.1 and, except as specified in Section 3.2 hereof with respect to the delivery of possession of the Premises to Tenant by Landlord, Landlord is under no obligation to make any structural or other alterations, decorations, additions, improvements or other changes (collectively, “Alterations”) in or to the Premises or the Building except as (if any) or as otherwise expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall make available (i) for the performance of Tenant’s Work (as hereinafter defined) and (ii) in an amount not to exceed twenty-five percent (25%) of the Tenant Allowance (as hereinafter defined), for space planning, architectural and engineering services related thereto, legal fees and relocation expenses relating to Tenant’s move to the Premises, Tenant’s internal security system and equipment or rental thereof for use in the Premises, as well as the Tenant’s Work Coordination Fee (as hereinafter defined), an allowance (the “Tenant Allowance”) in an amount equal to the product of (a) Forty Dollars ($40.00) multiplied by (b) the number of square feet of rentable area comprising the Premises. As used herein, the Tenant’s Work Coordination Fee shall mean an amount equal to three percent (3%) of the costs of Tenant’s Work, which Tenant’s Work Coordination Fee Tenant shall pay to Landlord. Landlord shall pay the Tenant Allowance to Tenant in increments, in each case following Tenant’s completion of Tenant’s Work (as hereinafter defined) and Landlord’s receipt from Tenant of (i) invoices reasonably evidencing work or services performed with respect to the portion of Tenant’s Work (as hereinafter defined) for which disbursement of a portion of the Tenant Allowance is being requested, (ii) receipted bills or other evidence that the aforesaid invoices for which disbursement of a portion of the Tenant Allowance is being requested have been paid in full, and (iii) waivers or releases of liens from each of Tenant’s contractors, subcontractors and suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices for which disbursement of a portion of the Tenant Allowance is being requested; provided, however, that in no event shall Tenant have the right to request a disbursement of the Tenant Allowance more often than once per month.

     Tenant shall improve the Premises in accordance with the Tenant’s Plans (as hereinafter defined). Tenant shall submit to Landlord Tenant’s final plans and specifications for improvements to the Premises (the “Tenant’s Plans”), which shall be subject to Landlord’s prior written approval (the work set forth in the Tenant’s Plans being referred to herein as “Tenant’s Work”) which approval shall not be unreasonably withheld or delayed with respect to items which do not affect any of the structural components of the Building, any of the Building’s systems or the exterior aesthetics of the Building. From and after the date of L