OFFICE LEASE AGREEMENT

Exhibit 10.1.40

OFFICE LEASE AGREEMENT

Between

222 SOUTH RIVERSIDE PROPERTY LLC,
AS LANDLORD

and

SUA INSURANCE COMPANY,
AS TENANT

Dated: February 7, 2005

222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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BASIC LEASE PROVISIONS

     The following sets forth some of the Basic Provisions of the Lease. In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Sections of the Lease, the referenced Sections of the Lease shall control. In addition to the following Basic Lease Provisions, all of the other terms and conditions and sections of the Office Lease Agreement hereinafter set forth are hereby incorporated as an integral part of this Summary.

     The term “ Lease Year ”, as used in this Lease, shall mean each and every consecutive twelve (12) month period during the Term of this Lease, with the first such twelve (12) month period commencing on the Commencement Date; provided, however, if the Commencement

Date occurs other than on the first day of a calendar month, the first Lease Year shall be that partial month plus the first full twelve (12) months thereafter.

      Abatement of Rent : Notwithstanding anything to the contrary contained herein, so long as Tenant is not then in default under this Lease beyond all applicable periods of notice and cure, (a) Tenant shall not be required to pay Base Rent or Tenant’s Share of Operating Expenses and Taxes for the first twelve (12) month period immediately following the Commencement Date; (b) during the Second Lease Year, Base Rent and Tenant’s Share of Operating Expenses and Taxes shall be calculated as if the Premises contains 15,000 square feet of rentable area (rather than 24,987); and (c) during the Third Lease Year, Base Rent and Tenant’s Share of Operating Expenses and Taxes shall be calculated as if the Premises contains 20,000 square feet of rentable area (rather than 24,987). The total amount of Rent abated pursuant to the previous sentence shall be referred to as the “ Abated Rent ”. If Tenant defaults beyond any applicable notice and cure periods at anytime during the Lease Term, then the portion of the Abated Rent unamortized as of the date such Default exists under the Lease (with the Abated Rent being deemed to have been amortized in equal monthly installments together with interest thereon at a rate of ten percent (10%) per annum from the Commencement Date to the Expiration Date) shall immediately become due and payable. The payment by Tenant of the Abated Rent in the event of a default shall not limit or affect any of Landlord’s other rights, in the event of a default by Tenant, pursuant to this Lease or at law or in equity.

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[SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF , Landlord and Tenant have executed this instrument as of the date set forth on the first page hereof.

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OFFICE LEASE AGREEMENT

      THIS OFFICE LEASE AGREEMENT (the “ Lease ”) is made and entered into as of the date appearing on the first page hereof by and between the Landlord and Tenant identified above.

     1.  Premises . Landlord does hereby rent and lease to Tenant and Tenant does hereby rent and lease from Landlord, for general office purposes of a type customary for first-class office buildings, the Premises located in the Building identified in the Basic Lease Provisions, situated on the real property described in Exhibit A attached hereto (the “ Property ”), such Premises as all further shown by diagonal lines on the drawing attached hereto as Exhibit A-1 and made a part hereof by reference. The Premises shall be prepared for Tenant’s occupancy in the manner and subject to the provisions of Exhibit B attached hereto and made a part hereof. Tenant acknowledges and agrees the Premises are being leased in their “as is” condition, without representation or warranty by Landlord or any other party acting on Landlord’s behalf, except as expressly set forth in this Lease. Landlord and Tenant agree that the number of rentable square feet described in Paragraph 2 of the Basic Lease Provisions has been confirmed and conclusively agreed upon by the parties. No easement for light, air or view is granted hereunder or included within or appurtenant to the Premises.

     2.  Lease Term . Tenant shall have and hold the Premises for the term (“ Term ”) identified in the Basic Lease Provisions commencing on the date (the “ Commencement Date ”) which is the earliest of (i) the date set forth as the Commencement Date in Paragraph 3 of the Basic Lease Provisions, (ii) the date Tenant substantially completes Tenant’s Work pursuant to and as defined in the Workletter attached hereto as Exhibit B (the “ Workletter ”), and (iii) the date Tenant first occupies all or any portion of the Premises for the conduct of its business, and terminating at midnight on the last day of the Term (the “ Expiration Date ”), unless sooner terminated or extended as hereinafter provided. Landlord and Tenant shall sign a Commencement Date letter in the form of Exhibit F attached hereto and made a part hereof.

     3.  Possession . Landlord will make commercially reasonable efforts to deliver possession of the Premises to Tenant one (1) day following the date Landlord and Tenant have fully executed the Lease in order to permit Tenant to commence Tenant’s Work therein in accordance with the terms and conditions of the Workletter. Landlord shall not be liable for damages to Tenant for failure to deliver possession of the Premises to Tenant if such failure is due to any previous tenant’s or occupant’s failure to vacate the Premises or for any other reason outside Landlord’s reasonable control, except that the commencement of the Term shall be delayed until the earliest to occur of (i) 90 days after the date Landlord delivers possession of the Premises to Tenant, (ii) the date Tenant substantially completes Tenant’s Work, and (iii) the date Tenant first occupies all or any portion of the Premises for the conduct of its business. If the operation of the foregoing sentence results in the Commencement Date occurring later than the date set forth as the Commencement Date in Paragraph 3 of the Basic Lease Provisions, then the Expiration Date set forth in Paragraph 3 of the Basic Lease Provisions shall be extended the

number of days necessary so the Term contains the same number of calendar months as is specified in Paragraph 3 of the Basic Lease Provisions. Tenant’s possession of the Premises prior to the Commencement Date shall be subject to all of the terms and conditions of this Lease except that Base Rent and Additional Rent shall not commence to accrue until the Commencement Date.

     4.  Quiet Enjoyment . Tenant, upon payment in full of the required Rent and full performance of the terms, conditions, covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises during the Term hereof. Landlord shall not be responsible for the acts or omissions of any other tenant, Tenant or third party that may interfere with Tenant’s use and enjoyment of the Premises.

     B.  Rent/Payment/Security Deposit .

     5.  Base Rent . Tenant shall pay to Landlord, at the place set forth in the Basic Lease Provisions, or at such other place as Landlord shall designate in writing to Tenant, annual base rent (“ Base Rent ”) in the amounts set forth in the Basic Lease Provisions.

     6.  Rent Payment . The Base Rent for each Lease Year shall be payable in equal monthly installments, due on the first day of each calendar month, in advance, in legal tender of the United States of America, without abatement, demand, deduction or offset whatsoever, except as may be expressly provided in this Lease. One full monthly installment of Base Rent shall be due and payable on the date of execution of this Lease by Tenant and shall be applied to the first month’s Base Rent, and a like monthly installment of Base Rent shall be due and payable on or before the first day of each calendar month following the Commencement Date during the Term hereof (provided, that if the Commencement Date should be a date other than the first day of a calendar month, the monthly Base Rent installment paid on the date of execution of this Lease by Tenant shall be prorated to that partial calendar month, and the excess shall be applied as a credit against the next monthly Base Rent installment). Tenant shall pay, as additional rent, all other sums due from Tenant under this Lease (the term “ Rent ”, as used herein, means all Base Rent, Additional Rent, and all other amounts payable hereunder from Tenant to Landlord).

     7.  Operating Expenses/Taxes .

     (a) Tenant agrees to reimburse Landlord throughout the Term, as “ Additional Rent ” hereunder, for Tenant’s Share (as defined below) of: (i) the annual Operating Expenses (as defined below); and (ii) the annual Taxes (as defined below). The term “ Tenant’s Share ” as used in this Lease shall mean the percentage determined by dividing the rentable square footage of the Premises by 1,111,782, being the rentable square footage of the Building. Landlord and Tenant hereby agree that Tenant’s Share with respect to the Premises initially demised by this Lease is the percentage amount set forth in the Basic Lease Provisions. Tenant’s Share of Operating Expenses and Taxes for any calendar year shall be appropriately prorated for any partial year occurring during the Term.

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          (b) “ Operating Expenses ” shall mean all of those expenses of operating, servicing, managing, maintaining, providing security to and repairing the Property, Building, and all related common areas. Operating Expenses shall include, without limitation, the following: (1) insurance premiums and deductible amounts, including, without limitation, for Commercial General Liability insurance, “all risks” property, rent loss and other coverages carried by Landlord on the Building and Property; (2) all costs related to the providing of water, heating, lighting, ventilation, sanitary sewer, air conditioning and other utilities in the Building, but specifically excluding those utility charges actually paid separately by Tenant or any other tenants of the Building; (3) janitorial and maintenance expenses, including: (a) janitorial services and janitorial supplies and other materials used in the operation and maintenance of the Building; and (b) the cost of maintenance and service agreements on equipment, window cleaning, grounds maintenance, pest control, security, trash and snow removal, and other similar services or agreements; (4) management fees and the market rental value of a management office; (5) the costs, including interest, amortized over the applicable useful life, of any capital improvement made to the Building by or on behalf of Landlord which is required under any governmental law or regulation (or any judicial interpretation thereof) that was not applicable to the Building as of the date of this Lease, and of the acquisition and installation of any device or equipment designed to improve the operating efficiency of any system within the Building which is reasonably intended to reduce Operating Expenses or which is acquired to improve the safety of the Building or Property; (6) all services, supplies, repairs, replacements or other expenses directly and reasonably associated with servicing, maintaining, managing and operating the Building, including, but not limited to the lobby, vehicular and pedestrian traffic areas and other common use areas; (7) wages and salaries of Landlord’s employees (not above the level of Building or Property Manager or whatever title represents the on-site management representative primarily responsible for management of the Building) engaged in the maintenance, operation, repair and services of the Building, including taxes, insurance and customary fringe benefits; (8) legal and accounting costs (but not including legal costs incurred in collecting delinquent rent from any occupants of the Property); (9) costs to maintain and repair the Building and Property; and (10) landscaping and security costs unless Landlord hires a third party to provide such services pursuant to a service contract and the cost of that service contract is already included in Operating Expenses as described above.

          Operating Expenses shall specifically exclude, however, the following: (i) costs of alterations of tenant spaces (including all tenant improvements to such spaces); (ii) costs of capital improvements, except as provided in the preceding paragraph; (iii) depreciation, interest and principal payments on mortgages, and other debt costs, if any; (iv) real estate brokers’ leasing commissions or compensation and advertising and other marketing expenses; (v) costs or other services or work performed for the singular benefit of another tenant or occupant (other than for common areas of the Building); (vi) legal, space planning, construction, and other expenses incurred in procuring tenants for the Building or renewing or amending leases with existing tenants or occupants of the Building; (vii) costs of advertising and public relations and promotional costs and attorneys’ fees associated with the leasing of the Building; (viii) any expense for which

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Landlord actually receives reimbursement from insurance, condemnation awards, other tenants or any other source; (ix) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the Building; (x) all expenses in connection with the installation, operation and maintenance of any observatory, broadcasting facilities, luncheon club, athletic or recreation club, cafeteria, dining facility, or other facility not generally available to all office tenants of the Building, including Tenant; (xi) Taxes; and (xii) rental under any ground or underlying lease or leases.

          (c) “ Taxes ” shall mean all taxes and assessments of every kind and nature which Landlord shall become obligated to pay with respect to each calendar year of the Term or portion thereof because of or in any way connected with the ownership, leasing, and operation of the Building and the Property, subject to the following: (i) the amount of ad valorem real and personal property taxes against Landlord’s real and personal property to be included in Taxes shall be the amount required to be paid for any calendar year, notwithstanding that such Taxes are assessed for a different calendar year (the amount of any tax refunds received by Landlord during the Term of this Lease shall be deducted from Taxes for the calendar year to which such refunds are attributable); (ii) the amount of special taxes and special assessments to be included shall be limited to the amount of the installments (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment payable for the calendar year in respect of which Taxes are being determined; (iii) the amount of any tax or excise levied by the State or the City where the Building is located; any political subdivision of either, or any other taxing body, on rents or other income from the Property (or the value of the leases thereon) to be included shall not be greater than the amount which would have been payable on account of such tax or excise by Landlord during the calendar year in respect of which Taxes are being determined had the income received by Landlord from the Building [excluding amounts payable under this subparagraph (iii)] been the sole taxable income of Landlord for such calendar year; (iv) there shall be excluded from Taxes all income taxes [except those which may be included pursuant to the preceding subparagraph (iii) above, if any], excess profits taxes, franchise, capital stock, and inheritance or estate taxes; and (v) Taxes shall also include Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) in contesting or attempting to reduce any Taxes assessed for a different calendar year. The term “ Taxes ” shall exclude any franchise, estate, succession, capital levy, transfer, income, excess profits or any other of similar taxes imposed upon Landlord.

          (d) Landlord shall, on or before the Commencement Date and as soon as reasonably possible after the commencement of each calendar year thereafter , provide Tenant with a statement of the estimated monthly installments of Tenant’s Share of Operating Expenses and Taxes which will be due for the remainder of the calendar year in which the Commencement Date occurs or for the next ensuing calendar year, as the case may be. Landlord agrees to keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles (as modified for office buildings in a manner comparable to other similar buildings in the commercial area where the Building is located) and practices consistently maintained on a year-to-year basis in

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compliance with such provisions of this Lease as may affect such accounts, and Landlord shall deliver to Tenant after the close of each calendar year (including the calendar year in which this Lease terminates), a statement (“ Landlord’s Statement ”) containing the following: (1) a statement that the books and records covering the operation of the Building have been maintained in accordance with the requirements in this subparagraph (d); (2) the amount of the Operating Expenses for such calendar year; and (3) the amount of the Taxes for such calendar year. Upon reasonable prior written request given not later than thirty (30) days following the date Landlord’s Statement is delivered to Tenant, Landlord will provide Tenant detailed documentation to support such Landlord’s Statement or provide Tenant with the opportunity to review such supporting information. If Tenant does not notify Landlord of any objection to Landlord’s Statement within ninety (90) days after the later of delivery of Landlord’s Statement or such requested supporting documentation, Tenant shall be deemed to have accepted Landlord’s Statement as true and correct and shall be deemed to have waived any right to dispute the Operating Expenses and/or Taxes due pursuant to that Landlord’s Statement.

Tenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the thirty (30) day period following the delivery of Landlord’s statement of the actual amount of Operating Expenses , such of Landlord’s books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties, except to Tenant’s attorneys, accountants and other consultants. Such advisors can not be paid on a contingency fee basis nor can such advisors represent other tenants in the Building. If Tenant shall dispute any item or items included in the determination of Operating Expenses for a particular Lease Year, and such dispute is not resolved by the parties hereto within sixty (60) days after the statement for such year was delivered to Tenant, then either party may, within ten (10) days thereafter, request that a firm of independent certified public accountants, selected by Landlord and reasonably acceptable to Tenant, render an opinion as to whether or not the disputed item or items may properly be included in the determination of Operating Expenses for such year; and the opinion of such firm on the matter shall be conclusive and binding upon the parties hereto. The fees and expenses incurred in obtaining such an opinion shall be borne by Tenant, unless such opinion confirms that Tenant has overpaid its share of Operating Expenses by more than five percent (5%), in which event the fees and expenses incurred in obtaining such opinion shall be borne by Landlord. If Tenant shall not dispute any item or items included in the determination of Operating Expenses for a particular Lease Year by delivering a written notice to Landlord generally describing the basis of such dispute within sixty (60) days after the statement for such year was delivered to it, Tenant shall be deemed to have approved such statement. During the pendency of any dispute over Operating Expenses, Tenant shall pay, under protest and without prejudice, Tenant’s Share of Operating Expenses as calculated by Landlord.

               (i) Tenant shall pay to Landlord, together with its monthly payment of Base Rent as provided in Section 5 above, as Additional Rent hereunder, the

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estimated monthly installment of Tenant’s Share of the Operating Expenses and Taxes for the calendar year in question. At the end of any calendar year, if Tenant has paid to Landlord an amount in excess of Tenant’s Share of Operating Expenses and Taxes for such calendar year, Landlord shall reimburse to Tenant any such excess amount within ninety (90) days after Tenant receives the annual statement (or shall apply any such excess amount to any amount then owing to Landlord hereunder, and if none, to the next due installment or installments of Additional Rent due hereunder, at the option of Landlord) . At the end of any calendar year if Tenant has paid to Landlord less than Tenant’s Share of Operating Expenses and Taxes for such calendar year, Tenant shall pay to Landlord any such deficiency within thirty (30) days after Tenant receives the annual statement.

               (ii) For the calendar year in which this Lease terminates and is not extended or renewed, the provisions of this Section shall apply, but Tenant’s Share for such calendar year shall be subject to a pro rata adjustment based upon the number of days prior to the expiration of the Term of this Lease. Tenant shall make monthly estimated payments of the pro rata portion of Tenant’s Share for such calendar year (in the manner provided above) and when the actual prorated Tenant’s Share for such calendar year is determined, Landlord shall send Landlord’s Statement to Tenant for such year and if such Statement reveals that Tenant’s estimated payments for the prorated Tenant’s Share for such calendar year exceeded the actual prorated Tenant’s Share for such calendar year, Landlord shall include a refund for that amount along with the Landlord’s Statement (subject to offset in the event Tenant is in default hereunder). If Landlord’s Statement reveals that Tenant’s estimated payments for the prorated Tenant’s Share for such calendar year were less than the actual prorated Tenant’s Share for such calendar year, Tenant shall pay the shortfall to Landlord within thirty (30) days after the date of receipt of Landlord’s Statement.

               (iii) If the Building is less than fully occupied throughout any calendar year of the Term, then the actual Operating Expenses for the calendar year in question which vary with occupancy levels in the Building (e.g., janitorial costs and management fees) shall be increased to the amount of Operating Expenses which Landlord reasonably determines would have been incurred during that calendar year if the Building had been fully occupied throughout such calendar year.

     8.  Late Charge . Other remedies for non-payment of Rent notwithstanding, if any monthly installment of Base Rent or Additional Rent is not received by Landlord on or before the date due, or if any payment due Landlord by Tenant which does not have a scheduled due date is not received by Landlord on or before the tenth (10th) day following the date Tenant was invoiced, a late charge of five percent (5%) of such past due amount shall be immediately due and payable as Additional Rent and interest shall accrue on all delinquent amounts from the date past due until paid at the lower of a rate of one percent (1%) per month or fraction thereof from the date such payment is due until paid (Annual Percentage Rate = 12%), or the highest rate permitted by applicable law.

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     9.  Partial Payment . No payment by Tenant or acceptance by Landlord of an amount less than the Rent herein stipulated shall be deemed a waiver of any other Rent due. No partial payment or endorsement on any check or any letter accompanying such payment of Rent shall be deemed an accord and satisfaction, but Landlord may accept such payment without prejudice to Landlord’s right to collect the balance of any Rent due under the terms of this Lease or any late charge assessed against Tenant hereunder.

     10.  Security Deposit .

          (a) Concurrently with Tenant’s execution and delivery of this Lease, Tenant shall pay Landlord the amount identified as the Security Deposit in the Basic Lease Provisions (hereinafter referred to as “ Security Deposit ”) as evidence of good faith on the part of Tenant in the fulfillment of the terms of this Lease, which shall be held by the Landlord during the Term of this Lease, or any renewal thereof. The Security Deposit shall be in the form of the Letter of Credit (hereinafter defined). Landlord shall not be required to hold the Security Deposit as a separate account, but may commingle it with Landlord’s other funds. Under no circumstances will Tenant be entitled to any interest on the Security Deposit. The Security Deposit may be used by Landlord, at its discretion, to apply to any amount owing to Landlord hereunder, or to pay the expenses of repairing any damage to the Premises, except normal wear and tear occurring from normal use of the Premises, which exists on the day Tenant vacates the Premises, but this right shall not be construed to limit Landlord’s right to recover additional sums from Tenant for damages to the Premises. If Landlord applies all or any portion of the Security Deposit, Tenant shall, within five (5) business days after Landlord’s written demand therefor, deposit with Landlord the amount so applied so that Landlord will have on hand at all times during the term of this Lease the full amount of the Security Deposit. In addition to any other rights available to Landlord hereunder, the Security Deposit shall be forfeited in any event if Tenant fails to occupy the Premises for the full Term of this Lease and fails to pay rent, or if this Lease or Tenant’s right to possession of the Premises should be terminated prior to the Expiration Date of the Term, or of any renewal thereof due to a Default by Tenant under this Lease. If there are no payments to be made from the Security Deposit as set out in this paragraph, or if there is any balance of the Security Deposit remaining after all payments have been made, the Security Deposit, or such balance thereof remaining, will be refunded to the Tenant within thirty (30) days after fulfillment by Tenant of all obligations hereunder (including payment of the balance of any year-end reconciliation). In no event shall Tenant be entitled to apply the Security Deposit to any Rent due hereunder. In the event of an act of bankruptcy by or insolvency of Tenant, or the appointment of a receiver for Tenant or a general assignment for the benefit of Tenant’s creditors, then the Security Deposit shall be deemed immediately assigned to Landlord. The right to retain the Security Deposit shall be in addition and not alternative to Landlord’s other remedies under this Lease or as may be provided by law and shall not be affected by summary proceedings or other proceedings to recover possession of the Premises. Upon sale or conveyance of the Building, Landlord may transfer or assign the Security Deposit to any new owner of the Premises, and upon such transfer all liability of Landlord for the Security Deposit shall terminate.

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          (b) Tenant shall satisfy the requirement of delivery of the Security Deposit by the delivery to Landlord of an unconditional and irrevocable letter of credit (“ Letter of Credit ”) in the amount of the Security Deposit and in the form attached hereto as Exhibit E . The Letter of Credit shall be issued by a bank reasonably satisfactory to Landlord and located in Chicago, Illinois. Tenant shall ensure that at all times after the execution and delivery of this Lease until sixty (60) days’ after the Expiration Date, as the same may be extended, an unexpired Letter of Credit in the amount of the Security Deposit or cash in the amount of the Security Deposit shall be in the possession of Landlord. The Letter of Credit shall contain a so-called “evergreen” clause providing that the Letter of Credit shall not be canceled unless the issuing bank delivers sixty (60) days’ prior written notice to Landlord. Tenant shall deliver to Landlord, no later than sixty (60) days prior to the expiry date of the then outstanding and expiring Letter of Credit (a) a replacement Letter of Credit or (b) cash in the amount then required as the Security Deposit. Failure by Tenant to deliver any replacement Letter of Credit or pay the amount of the Security Deposit in cash as required above shall entitle Landlord to draw under the outstanding Letter of Credit and to retain the entire proceeds thereof for application as the Security Deposit under this Lease. Landlord may also draw under the Letter of Credit to cure any Default under this Lease and to hold the unapplied balance as the Security Deposit and Tenant shall replenish the amount so drawn upon demand by Landlord. Landlord may also draw on the Letter of Credit and use and apply the proceeds as the Security Deposit hereunder if (i) the credit rating of the long-term debt of the issuer of the Letter of Credit (according to Moody’s or similar national rating agency) is downgraded to a grade below investment grade, (ii) the issuer of the Letter of Credit shall enter into any supervisory agreement with any governmental authority, or (iii) the issuer of the Letter of Credit shall fail to meet any capital requirements imposed by applicable law, and Tenant fails to deliver to Landlord a replacement Letter of Credit complying with the terms of this Lease or cash in the amount then required as the Security Deposit within five (5) days of request therefor from Landlord. Failure by the issuer to honor a draw request on the Letter of Credit shall be a Default under the terms of this Lease entitling Landlord to exercise its remedies hereunder. Each Letter of Credit shall be for the benefit of Landlord or its successors and assigns and shall entitle Landlord or its successors or assigns to draw from time to time under the Letter of Credit in portions or in whole upon presentation of a sight draft and statement by Landlord that Landlord is entitled to draw thereunder pursuant to the terms and provisions of this Lease. Landlord shall have an unrestricted right to transfer the Letter of Credit at anytime and to any successor to Landlord without the payment of any transfer fee or other charge.

     Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease, and provided there has never been a Default with respect to Tenant’s monetary obligations under this Lease, the amount of the Letter of Credit shall be reduced as follows:

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     *Notwithstanding the above, the amount of the Letter of Credit shall not be reduced if the Tenant has been in Default of this Lease at anytime during the prior twelve (12) month period. If the Tenant was in Default of this Lease at anytime during the prior twelve (12) month period, the amount of the Letter of Credit for the twelve (12) month period immediately following the period of the Default (said period shall hereinafter be referred to as the “ Non-Reduction Period ”) shall not be reduced and the amount of the Letter of Credit shall remain unchanged for the entire Non-Reduction Period. If Tenant is not in Default of this Lease at anytime during the Non-Reduction Period, the amount of the Letter of Credit shall once again be reduced as provided in the above schedule, provided there is no further Default by Tenant. Tenant agrees that there shall be no reduction in the Letter of Credit, pursuant to the terms and provisions of this Section 10 or otherwise, until Landlord notifies the issuer of the Letter of Credit, in writing, to reduce the amount of Letter of Credit. Upon Tenant’s written request, Landlord, pursuant to the terms and provisions of this Section 10, agrees to promptly notify the issuer of any reduction in the amount of the Letter of Credit.

     C.  Use/Laws/Rules .

     11.  Use of Premises .

          (a) Tenant shall use and occupy the Premises for general office purposes of a type customary for office buildings of the same type and quality as the Building and for no other purpose. The Premises shall not be used for any illegal purpose, nor in violation of any valid regulation of any governmental body, nor in any manner to create any nuisance or trespass, nor in any manner which will void the insurance or increase the rate of insurance on the Premises or the Building, nor in any manner inconsistent with the first-class nature of the Building.

          (b) Tenant shall not cause or permit the receipt, storage, use, location or handling on the Property (including the Building and Premises) of any product, material

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or merchandise which is explosive, highly inflammable, or a hazardous or toxic material, as that term is hereafter defined. “ Hazardous or toxic material ” shall include all materials or substances which have been determined to be hazardous to health or the environment and are regulated or subject to all applicable laws, rules and regulations from time to time, including, without limitation hazardous waste (as defined in the Resource Conservation and Recovery Act); hazardous substances (as defined in the Comprehensive Emergency Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act); gasoline or any other petroleum product or by-product or other hydrocarbon derivative; toxic substances (as defined by the Toxic Substances Control Act); insecticides, fungicides or rodenticide (as defined in the Federal Insecticide, Fungicide, and Rodenticide Act); and asbestos and radon and substances determined to be hazardous under the Occupational Safety and Health Act or regulations promulgated thereunder. Notwithstanding the foregoing, Tenant shall not be in breach of this provision as a result of the presence in the Premises of customary office and cleaning supplies, provided Tenant uses, stores and disposes of the same in compliance with all applicable laws, ordinances and regulations.

          (c) Without limiting in any way Tenant’s obligations under any other provision of this Lease, Tenant and its successors and assigns shall indemnify, protect, defend (with counsel approved by Landlord) and hold Landlord, its partners, officers, directors, shareholders, employees, agents, lenders, contractors and each of their respective successors and assigns (the “ Indemnified Parties ”) harmless from any and all claims, damages, liabilities, losses, costs and expenses of any nature whatsoever, known or unknown, contingent or otherwise (including, without limitation, reasonable attorneys’ fees, litigation, arbitration and administrative proceedings costs, expert and consultant fees and laboratory costs, as well as damages arising out of the diminution in the value of the Premises or any portion thereof, damages for the loss of the Premises, damages arising from any adverse impact on the marketing of space in the Premises, and sums paid in settlement of claims), which arise during or after the Term in whole or in part as a result of the presence or suspected presence of any hazardous or toxic materials, in, on, under, from or about the Premises due to Tenant’s acts or omissions, on or about the Premises, unless such claims, damages, liabilities, losses, costs and expenses arise out of or are caused by the negligence or willful misconduct of any of the Indemnified Parties. The indemnities contained herein shall survive the expiration or earlier termination of this Lease.

     12.  Compliance with Laws . Tenant shall operate the Premises in compliance with all applicable federal, state, and municipal laws, ordinances and regulations and shall not knowingly, directly or indirectly, make any use of the Premises which is prohibited by any such laws, ordinances or regulations. Landlord shall be responsible for compliance with The Americans With Disabilities Act (the “ ADA ”) in the common areas of the Building and Tenant shall be responsible for compliance with ADA as it pertains to Tenant’s Work or any Alterations to the Premises; provided, however, Tenant shall be responsible for compliance with ADA in the applicable common areas of the Building in the event (a) the conduct of Tenant’s business is unique to that of other tenants in the Building and necessitates special requirements, or (b) Tenant’s improvements in the Premises thereby necessitate compliance with ADA in the

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common areas of the Building, to the actual knowledge of Barbara Bonfanti, the general manager of the Building, Landlord has received no notices of any violations of law, including without limitation, the Americans with Disabilities Act, with respect to the Building and Premises, which have not heretofore been cured.

     13.  Waste Disposal .

          (a) All normal trash and waste (i.e., waste that does not require special handling pursuant to subparagraph (b) below) shall be disposed of through the janitorial service.

          (b) Tenant shall be responsible for the removal and disposal of any waste deemed by any governmental authority having jurisdiction over the matter to be hazardous or infectious waste or waste requiring special handling, such removal and disposal to be in accordance with any and all applicable governmental rules, regulations, codes, orders or requirements. Tenant agrees to separate and mark appropriately all waste to be removed and disposed of through the janitorial service pursuant to (a) above and hazardous, infectious or special waste to be removed and disposed of by Tenant pursuant to this subparagraph (b). Tenant hereby indemnifies and holds harmless Landlord from and against any loss, claims, demands, damage or injury the Indemnified Parties may suffer or sustain as a result of Tenant’s failure to comply with the provisions of this subparagraph (b).

     14.  Rules and Regulations . The rules and regulations in regard to the Building, a copy of which is attached hereto as Exhibit C , and all reasonable rules and regulations and modifications thereto which Landlord may hereafter from time to time adopt and promulgate after notice thereof to Tenant, for the government and management of the Building, are hereby made a part of this Lease and shall during the Term be observed and performed by Tenant, its agents, employees and invitees.

     D.  Services/Tenant Buildout .

     15.  Services .

          (a) The normal business hours of the Building shall be from 8:00 A.M. to 6:00 P.M. on Monday through Friday, and from 8:00 A.M. to 1:00 P.M. on Saturday, and at such other hours and times as determined by Landlord to be required for the majority of the occupants of the Building, exclusive of Building holidays as reasonably designated by Landlord (“ Building Holidays ”). Initially and until further notice by Landlord to Tenant, the Building Holidays shall be: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. Landlord shall furnish the following services during the normal business hours of the Building except as noted:

               (i) Elevator service for passenger needs at all times, and for delivery needs during normal business hours;

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               (ii) Air conditioning reasonably adequate to cool the Premises and heat reasonably adequate to warm the Premises, subject to governmental regulations (so long as the occupancy level of the Premises and the heat generated by electrical lighting and fixtures do not exceed the thresholds established by Landlord):

               (iii) Hot and cold running water for all restrooms and lavatories;

               (iv) Soap, paper towels, and toilet tissue for public restrooms;

               (v) Janitorial service Monday through Friday, in keeping with the standards generally maintained in similar office buildings in the city where the Building is located;

               (vi) Custodial, electrical and mechanical maintenance services in the Building;

               (vii) Replacement of Building standard lamps and ballasts as needed from time to time;

               (viii) Repairs and maintenance as described in Section 19 of this Lease; and

               (ix) General Building management, including supervision, inspections, recordkeeping, accounting, leasing and related management functions.

          (b) Tenant acknowledges that electricity to the Premises shall be supplied by an electric utility company and not by Landlord. Such electric utility company shall be permitted to furnish to the electrical supply panel servicing the Premises adequate electrical service for Tenant’s normal office purposes according to Tenant’s plans and specifications as approved by Landlord, including, but not limited to, HVAC, fluorescent and incandescent lighting (including task ambient lighting systems) and normal office equipment (including, but not limited to, duplicating machines, computer terminals, communications and audio-visual equipment, and kitchen equipment), some of which will require designated circuits, not to exceed loads permitted by Landlord. Such electrical service shall be separately metered, with the cost of installation of all necessary electrical meters borne by Tenant. Tenant shall pay directly to the applicable utility company for the cost of all electrical service used at the Premises. Tenant agrees to pay each bill promptly in accordance with its terms. Tenant shall also bear the cost and burden of replacement of all lamps, tubes, ballasts and starters for lighting fixtures in the Premises, which replacement Landlord shall perform.

          (c) Landlord shall not be obligated to furnish any services or utilities, other than those specified herein. If Landlord elects to furnish services or utilities requested by Tenant in writing at least twenty-four (24) hours in advance, in addition to those specified in this Section (including air conditioning and heating at times other than those specified in this Section), Tenant shall pay to Landlord as Additional Rent, Landlord’s then-

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prevailing market-based rates for such services (including a reasonable charge for Landlord’s overhead) within ten (10) days after receipt of Landlord’s invoices therefor. If Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in addition to Landlord’s other remedies under this Lease, discontinue any or all of the additional services. No discontinuance of any service pursuant to this Section 15(c) shall result in any liability of Landlord to Tenant or be deemed to be an eviction or a disturbance of Tenant’s use of the Premises.

          (d) Landlord shall not be liable for any damages directly or indirectly resulting from the interruption in any of the services described above, nor shall any such interruption entitle Tenant to any abatement of Rent or any right to terminate this Lease. Landlord shall use all reasonable efforts to furnish uninterrupted services as required above. Notwithstanding the foregoing, in the event that any interruption or discontinuance of services provided pursuant to this Section 15 was within the reasonable control of Landlord to prevent and such interruption or discontinuance continues beyond three (3) business days after written notice to Landlord and materially and adversely affects Tenant’s ability to conduct business in the Premises, or any portion thereof, and on account of such interruption or disturbance Tenant ceases doing business in the Premises, Base Rent and Additional Rent shall thereafter (from the date of interruption) abate proportionately for so long as Tenant remains unable to conduct its business in the Premises or such portion thereof on account of such interruption or discontinuance of services. To the extent within Landlord’s reasonable control, Landlord agrees to use reasonable efforts to restore such interrupted or discontinued service as soon as reasonably practicable.

     16.  Telephone and Data Equipment . Landlord shall have no responsibility for providing to Tenant any telephone equipment, including wiring, within the Premises or for providing telephone service or connections from the utility to the Premises, except as required by law. Tenant shall not alter, modify, add to or disturb any telephone or data wiring in the Premises or elsewhere in the Building without the Landlord’s prior written consent. Tenant shall be liable to Landlord for any damage to the telephone or data wiring in the Building due to the act, negligent or otherwise, of Tenant or any employee, contractor or other agent of Tenant. Tenant shall have no access to the telephone closets within the Building, except in the manner and under procedures established by Landlord. Tenant shall promptly notify Landlord of any actual or suspected failure of telephone or data service to the Premises. All costs incurred by Landlord for the installation, maintenance, repair and replacement of telephone wiring within the Building shall be an Operating Expense unless Landlord is reimbursed for such costs by other tenants of the Building. Landlord shall not be liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal injury, property damage, loss of use of the Premises, or otherwise, due to the interruption or failure of telephone services to the Premises. Tenant hereby holds Landlord harmless and agrees to indemnify, protect and defend Landlord from and against any liability for any damage, loss or expense due to any failure or interruption of telephone or data service to the Premises for any reason unless same is caused by the negligence or misconduct of Landlord. Tenant agrees to obtain loss of rental insurance adequate to cover any damage, loss or expense occasioned by the interruption of telephone or data service.

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     17.  Signs . A Building standard suite entry sign shall be installed on the door to the Premises or adjacent to the entry to the Premises by Tenant as part of Tenant’s Work, and the cost thereof shall be paid out by Tenant at its sole cost and expense. Otherwise, Tenant shall not paint or place any signs, placards, or other advertisements of any character upon the windows visible to the Common Areas (except with the prior consent of Landlord, which consent may be withheld by Landlord in its absolute discretion), and Tenant shall place no signs upon the outside walls, common areas or the roof of the Building. Landlord shall not unreasonably withhold its consent to any signs within the interior of the Premises not visible from the Common Areas.

     18.  Force Majeure . In the event of a strike, lockout, labor trouble, civil commotion, an act of God, or any other event beyond Landlord’s control (a “ force majeure event ”) which results in Landlord being unable to timely perform any of its obligations hereunder, so long as Landlord diligently proceeds to perform such obligations after the end of such force majeure event, Landlord shall not be in breach hereunder, this Lease shall not terminate, and Tenant’s obligation to pay any Base Rent, Additional Rent, or any other charges and sums due and payable shall not be excused.

     E.  Repairs/Alterations/Casualty/Condemnation .

     19.  Repairs By Landlord . Tenant, by taking possession of the Premises, shall accept and shall be held to have accepted the Premises as suitable for the use intended by this Lease. In no event shall Tenant be entitled to compensation or any other damages or any other remedy against Landlord in the event the Premises are not deemed suitable for Tenant’s use. Landlord shall not be required, after possession of the Premises has been delivered to Tenant, to make any repairs or improvements to the Premises, except as set forth in this Lease. Except for damage caused by casualty and condemnation (which shall be governed by Section 23 and 24 below), and subject to normal wear and tear, Landlord shall maintain in good repair the exterior walls, roof, common areas, foundation, structural portions and the Building’s mechanical, electrical, plumbing and HVAC systems, provided such repairs are not occasioned by Tenant, Tenant’s invitees or anyone in the employ or control of Tenant.

     20.  Repairs By Tenant . Except as described in Section 19 above, Tenant shall, at its own cost and expense, maintain the Premises in good repair and in a neat and clean, first-class condition, including making all necessary repairs and replacements. Tenant shall further, at its own cost and expense, repair or restore any damage or injury to all or any part of the Building caused by Tenant or Tenant’s agents, employees, invitees, licensees, visitors or contractors, including but not limited to any repairs or replacements necessitated by (i) the construction or installation of improvements to the Premises by or on behalf of Tenant, and (ii) the moving of any property into or out of the Premises. If Tenant fails to make such repairs or replacements promptly, Landlord may, at its option, upon prior reasonable notice to Tenant (except in an emergency) make the required repairs and replacements and the costs of such repair or replacements shall be charged to Tenant as Additional Rent and shall become due and payable by Tenant with the monthly installment of Base Rent next due hereunder. All repairs performed by Tenant pursuant to this Section 19 shall be performed in accordance with the terms of Section 21 below.

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     21.  Alterations and Improvements . Except for minor, decorative alterations which do not affect the Building structure or systems, are not visible from outside the Premises and do not cost in excess of $50,000.00 so long as it is related to painting and decorating of the Premises in the aggregate, Tenant shall not make or allow to be made any alterations, physical additions or improvements in or to the Premises without first obtaining in writing Landlord’s written consent for such alterations or additions, which consent may be granted or withheld in Landlord’s sole discretion. Upon Landlord’s request, Tenant will deliver to Landlord plans and specifications for any proposed alterations, additions or improvements and shall reimburse Landlord for Landlord’s out-of-pocket cost to review such plans. Tenant shall also pay Landlord’s property manager a supervisory fee of $.50 multiplied by the number of square feet in the Premises for Landlord’s supervision of any alterations, additions or improvements to the Premises that require Landlord’s consent. Any alterations, physical additions or improvements shall at once become the property of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any alterations, additions or improvements in order to restore the Premises to the condition existing on the Commencement Date. Notwithstanding the foregoing, Tenant may request in writing at the time it submits its plans and specifications for an alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Lease or the termination of Tenant’s right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof; and Landlord shall advise Tenant within twenty (20) days after receipt of Tenant’s request as to whether Landlord will require removal of such alteration, addition or improvement. Notwithstanding anything contained herein to the contrary, upon the expiration of the Term of this Lease or the sooner termination of Tenant’s right to possession of the Premises, Tenant, at its sole cost and expense, shall remove all telephone and computer cabling installed in the Premises or elsewhere in the Building by or on behalf of Tenant. All alterations, additions or improvements shall be made in a good, first-class, workmanlike manner and in a manner that does not disturb other tenants (e.g., any work audible outside of the Premises must be performed during non-business hours) and Tenant must maintain appropriate liability and builder’s risk insurance throughout the construction. Tenant shall promptly pay all costs attributable to such alterations and improvements and shall indemnify, defend and hold Landlord harmless from and against all loss, cost, damage or expense (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with such alterations and improvements, including, without limitation, costs and expenses from any mechanics’ liens or other liens or claims filed or asserted as a result thereof and costs and expenses which may be incurred as a result of building code violations attributable to such work. Under no circumstances shall Landlord be required to pay, during the Term of this Lease and any extensions or renewals thereof, any ad valorem or property tax on such alterations, additions or improvements, Tenant hereby covenanting to pay all such taxes when they become due. All alterations, additions, improvements or repairs shall be performed by contractors or workmen on Landlord’s “approved” list from time to time. Landlord agrees to assign to Tenant any rights Landlord may have against the contractor of the Premises with respect to any work performed by such contractor in connection with improvements made by Landlord at the request of Tenant.

     Notwithstanding anything herein to the contrary, Landlord agrees not to withhold or delay its consent unreasonably to any alterations, additions or improvements by Tenant which (i) do not affect base building systems or the structure of the Building, (ii) are not visible from the outside the Premises, and (iii) which would not materially detract from the aesthetic integrity

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of the Building or its design. Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord’s opinion, such work: could affect the safety of the Building or its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly or hazardous to remove or demolish; requires entry into another tenant’s premises or use of public areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Specific consent from Landlord shall not be required for work not costing more than $50,000.00 each project and consisting solely of painting, wall covering and carpeting or similar decorating work or furnishings (so long as such work does not involve hazardous materials, and does not fall within category (i) or (ii) above) and Tenant may perform such work, so long as Tenant informs Landlord in reasonable detail of the nature of the work, and otherwise complies with the provisions of this Section 21.

     22.  Liens . If, because of any act or omission of Tenant or anyone claiming by, through or under Tenant, any mechanic’s lien or other lien shall be filed against the Premises, the Building, or against other property of Landlord (whether or not such lien is valid or enforceable), Tenant shall, at its own expense, cause the same to be discharged of record within fifteen (15) days after the date of filing thereof, and shall also indemnify Landlord and hold it harmless from any and all claims, losses, damages, judgments, settlement, costs and expenses, including attorneys’ fees, resulting therefrom or by reason thereof. If Tenant fails to have any such lien discharged of record within such fifteen (15) day period, Landlord shall have the right, but not the obligation, to pay the amount of such lien and cause the same to be discharged of record, whereupon Tenant shall reimburse Landlord, on demand, for all costs incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees.

     23.  Destruction or Damage .

          (a) If the Premises or the Building shall be damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall proceed with reasonable promptness to repair and restore the Premises or the core and shell of the Building so as to render the Premises tenantable (other than work required to be performed by Tenant, as hereinafter provided, which may be necessary to so render the Premises tenantable), subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, and also subject to zoning laws and building codes then in effect. If any such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration of the Premises or the core and shell of the Building, as the case may be, necessitated by such damage and shall by notice advise Tenant of such estimate. If it is so estimated that the amount of time required to substantially complete such repair and restoration will exceed two hundred seventy (270) days from the date such damage occurred, then either Landlord or Tenant (but Tenant shall have such right, only if all or a substantial portion of the Premises is rendered untenantable and the estimated time for

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Landlord required to substantially complete such repair or restoration will exceed such two hundred seventy (270) day period) shall have the right to terminate this Lease as of the date of notice of such election by giving notice to the other at any time within twenty (20) days after Landlord gives Tenant the notice containing said estimate (it being understood that Landlord may, if it elects to do so, also give such notice of termination together with the notice containing said estimate). Unless this Lease is terminated as provided in the preceding sentence, Landlord shall proceed with reasonable promptness to repair and restore the core and shell of the Building or the Premises so as to render the Premises tenantable (excluding, however, any work required to be performed by Tenant, as hereinafter provided, which may be required to so render the Premises tenantable), subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease (except as hereinafter provided) if such repairs and restoration are not in fact completed within the time period estimated by Landlord, as aforesaid, or within said two hundred seventy (270) days. However, if such repairs and restoration are not completed within three hundred sixty (360) days after the date of such fire or other casualty (or within ninety (90) days after the expiration of the time period estimated by Landlord as aforesaid, if longer than three hundred sixty (360) days and neither party terminated this Lease as permitted), which three hundred sixty (360) day or other period shall be extended (as to Tenant’s ability to terminate only) by all periods of delay attributable to the acts or omissions of Tenant or Tenant’s agents, employees or contractors, for any reason whatsoever, then either party may terminate this Lease, effective as of the date of notice of such election, by giving written notice to the other party within thirty (30) day period after said three hundred sixty (360) day or other period or within ninety (90) days after said other period, as either time period may be so extended as aforesaid, but prior to substantial completion of repair or restoration. Notwithstanding anything to the contrary herein set forth: (i) Landlord shall have no duty pursuant to this Section 23 to repair or restore any portion of improvements, additions or alterations made by or on behalf of Tenant in the Premises; (ii) Landlord shall not be obligated (but may, at its option, so elect) to repair or restore the Premises or Building if the damage is due to an uninsurable casualty or if insurance proceeds are insufficient to pay for such repair or restoration, or if any mortgagee applies proceeds of insurance to reduce its loan balance, and the remaining proceeds, if any, available to Landlord are not sufficient to pay for such repair or restoration; (iii) Tenant shall not have the right to terminate this Lease pursuant to this Section 23 if the damage or destruction was caused by the intentional or negligent act of Tenant, its agents or employees; and (iv) if any such damage rendering all or a substantial portion of the Premises or Building untenantable shall occur during the last two (2) years of the Term, either party (but as to Tenant’s right, only if all or a substantial portion of the Premises is rendered untenantable) shall have the option to terminate this Lease by giving written notice to the other within thirty (30) days after the date such damage occurred, and if such option is so exercised, this Lease shall terminate as of the date of such notice.

          (b) In the event any such fire or casualty damage renders all or a portion of the Premises untenantable and if this Lease shall not be terminated pursuant to the

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foregoing provisions of this Section 23 by reason of such damage, then Base Rent and Additional Rent shall abate during the period beginning with the date of such damage and ending with the date when Landlord substantially completes its repair or restoration required hereunder. Such abatement shall be in an amount bearing the same ratio to the total amount of Rent for such period as the portion of the Premises rendered untenantable and not occupied by or theretofore delivered to Tenant from time to time bears to the entire Premises. In the event of termination of this Lease pursuant to this Section 23, Rent shall be apportioned on a per diem basis and be paid to the date of termination.

     (c) In the event of any such fire or other casualty, and if this Lease is not terminated pursuant to the foregoing provisions of this Lease, Tenant shall promptly repair and restore any portion of alterations, additions or improvements made by or on behalf of Tenant in the Premises.

     24.  Eminent Domain . If the whole of the Building or Premises, or such portion thereof as will make the Building or Premises unusable in the reasonable judgment of Landlord for their intended purposes, is condemned or taken by any legally constituted authority for any public use or purpose, or is conveyed by Landlord in lieu of a condemnation, then in any of such events, this Lease shall terminate and the Term hereby granted shall cease from that time when possession thereof is taken by the condemning authorities, and Rent shall be accounted for as between Landlord and Tenant as of such date. If a portion of the Building or Premises is so taken, but not such amount as will make any usable portion of the Premises unusable in the reasonable judgment of Landlord for the purposes herein leased, or if this Lease has not terminated, this Lease shall continue in full force and effect and the Rent shall be reduced prorata in proportion to the amount of the Premises so taken. Tenant shall have no right or claim to any part of any award made to or received by Landlord for such condemnation or taking, and all awards for such condemnation or taking shall be made solely to Landlord, provided however that Tenant shall have the right to pursue any separate award for loss of its equipment and trade fixtures and for moving expenses so long as such action does not reduce the award to which Landlord is entitled.

     25.  Damage or Theft of Personal Property . All personal property brought into the Premises shall be at the risk of the Tenant only and Landlord shall not be liable for theft thereof or any damage thereto occasioned by any acts of co-tenants, or other occupants of the Building, or any other person, except, with respect to damage to the Premises, as may be occasioned by the negligent or willful act of the Landlord, its employees and agents (but subject to the insurance and waiver of subrogation provisions set forth in Section 26 below).

     F.  Insurance/Indemnities/Waiver/Estoppel .

     26.  Insurance; Waivers .

     (a) Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense, the following types of insurance, in the amounts specified and in the form hereinafter provided for:

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     (i) Commercial General Liability (“ CGL ”) insurance written on an occurrence basis, covering the Premises and all operations of the Tenant in or about the Premises against claims for bodily injury, property damage and product liability and to include contractual liability coverage insuring Tenant’s indemnification obligations under this Lease, to be in combined single limits of not less than $1,000,000 each occurrence for bodily injury and property damage, $1,000,000 for products/completed operations aggregate, $1,000,000 for personal injury, and to have general aggregate limits of not less than $2,000,000 (per location) and Umbrella Liability Insurance in an amount not less than $5,000,000 for each policy year. The general aggregate limits under the Commercial General Liability insurance policy or policies shall apply separately to the Premises and to Tenant’s use thereof (and not to any other location or use of Tenant) and such policy shall contain an endorsement to that effect. The certificate of insurance evidencing the CGL form of policy shall specify all endorsements required herein and shall specify on the face thereof that the limits of such policy apply separately to the Premises.

     (ii) Insurance covering all of the items included in Tenant’s leasehold improvements, heating, ventilating and air conditioning equipment maintained by Tenant, trade fixtures, merchandise and personal property from time to time in, on or upon the Premises, and alterations, additions or changes made by or on behalf of Tenant pursuant to Section 21 of this Lease or pursuant to the Workletter, in an amount not less than one hundred percent (100%) of their full replacement value from time to time during the Term, providing protection against perils included within the standard form of “all-risks” fire and casualty insurance policy. Any policy proceeds from such insurance shall be held in trust by Tenant’s insurance company for the repair, construction and restoration or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Section 23 of this Lease.

     (iii) Workers’ Compensation and Employer’s Liability insurance affording statutory coverage and containing statutory limits with the Employer’s Liability portion thereof to have minimum limits of $500,000.00.

     (iv) Business Interruption Insurance equal to not less than fifty percent (50%) of the estimated gross earnings (as defined in the standard form of business interruption insurance policy) of Tenant at the Premises which insurance shall be issued on an “all risks” basis (or its equivalent).

     (b) All policies of the insurance provided for in Section 26(a) above shall be issued in form acceptable to Landlord by insurance companies with a rating and financial size of not less than A-VIII in the most current available “Best’s Insurance Reports”, and licensed to do business in the state in which the Building is located. Each and every such policy:

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     (i) shall name Landlord as an additional insured (as well as Landlord’s property manager, any mortgagee of Landlord and any other party reasonably designated by Landlord), except with respect to the insurance described in Section 26(a)(iii) above;

     (ii) shall (and a certificate thereof shall be delivered to Landlord at or prior to the execution of this Lease) be delivered to each of Landlord and any such other parties in interest within thirty (30) days after delivery of possession of the Premises to Tenant and thereafter within five (5) days after the inception (or renewal) of each new policy, and as often as any such policy shall expire or terminate. Renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent;

     (iii) shall contain a provision that the insurer will give to Landlord and such other parties in interest at least ten (10) days notice in writing in advance of any material change, cancellation, termination or lapse, or the effective date of any reduction in the amounts of insurance; and

     (iv) shall be written as a primary policy which does not contribute to and is not in excess of coverage which Landlord may carry.

     (c) Any insurance provided for in Section 26(a) may be maintained by means of a policy or policies of blanket insurance, covering additional items or locations or insureds, provided, however, that:

     (i) Landlord and any other parties in interest from time to time designated by Landlord to Tenant shall be named as an additional insured thereunder as its interest may appear;

     (ii) the coverage afforded Landlord and any such other parties in interest will not be reduced or diminished by reason of the use of such blanket policy of insurance; and

     (iii) the requirements set forth in this Section 26 are otherwise satisfied.

     (d) During the Term hereof, Landlord shall in a manner comparable to other comparable office buildings in the commercial market where the Building is located keep in effect (i) commercial property insurance on the Building, its fixtures and equipment, and rent loss insurance for a period and amount of not less than one (1) year of rent (such commercial property insurance policy shall, at a minimum, cover the perils insured under the ISO special causes of loss form which provides “all risk” coverage, and include replacement cost coverage), and (ii) a policy or policies of commercial general liability insurance insuring against liability arising out of the risks of death, bodily injury, property damage and personal injury liability with respect to the Building and Property.

     (e) Notwithstanding anything to the contrary set forth hereinabove, Landlord and Tenant do hereby waive any and all claims against one another for damage to or

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destruction of real or personal property to the extent such damage or destruction can be covered by “all r