OFFICE LEASE EXHIBIT 10 (T) 1

OFFICE LEASE AGREEMENT

By and Between

ABB SOUTH STREET ASSOCIATES, LLC
("Landlord")

and

STIFEL, NICOLAUS & COMPANY, INCORPORATED

("Tenant")

* * * * * *

Alex Brown Building

One South Street

Baltimore, Maryland 21202

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (this "Lease") is made as of the _____ day of ________, 2006 (the "Effective Date"), by and between ABB SOUTH STREET ASSOCIATES, LLC , a Maryland limited liability company ("Landlord"), and STIFEL, NICOLAUS & COMPANY, INCORPORATED , a Missouri corporation ("Tenant"), who agree as follows:

• 1. Basic Lease Terms.

The following terms shall have the following meanings in this Lease:

2. Premises.

1. 1.  

   2. Premises. In consideration of Tenant's agreement to pay Annual Base Rent (hereinafter defined) and Additional Rent (hereinafter defined) and subject to the covenants and conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby hires and leases from Landlord, upon the terms and conditions set forth herein, those certain premises described in Section 1.a. hereof and located in the Building (the "Premises"). The Premises are located in the Building described in Section 1.b. hereof. The lease of the Premises to Tenant includes the non-exclusive right, together with other tenants of the Building and members of the public, to use the common public areas of the Building (including the interior stairwells) and the land on which the Building is situated (the "Land"), but includes no other rights not specifically set forth.

   3.  

   4. Improvements. Landlord shall deliver the Premises to Tenant in its "as-is" condition without (i) any obligation on Landlord's part to undertake or, except for the Improvement Allowance (as defined in the Work Agreement (hereinafter defined)) to be provided by Landlord pursuant to the Work Agreement, pay for, any improvements or alterations therein; or (ii) any representations or warranties regarding the condition thereof. After the Commencement Date (hereinafter defined), Tenant shall, at Tenant's sole cost and expense, subject to the application of the Improvement Allowance, construct in the Premises the Tenant Improvements (defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the "Work Agreement"), in substantial accordance with the terms and conditions of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the Commencement Date, Tenant's submission to Landlord of plans and specifications detailing such work shall be subject to Landlord's written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord's prior written approval, which approval shall be granted or denied in accordance with the terms and conditions of the Work Agreement, shall comply with all applicable building codes, laws and regulations (including without limitation the Americans with Disabilities Act), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, demolition costs, construction costs, contractors' overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant's sole cost and expense, subject to the application of the Improvement Allowance. Landlord shall disburse the Improvement Allowance as provided in the Work Agreement, provided, however, that Landlord shall have no obligation to disburse any portion of the Improvement Allowance prior to the Commencement Date. All costs incurred with respect to the Tenant Improvements in excess of the Improvement Allowance shall be paid by Tenant as provided in the Work Agreement. Except as otherwise expressly set forth in the Work Agreement, any portion of the Improvement Allowance not expended by Tenant in undertaking the Tenant Improvements within twelve (12) months after the Commencement Date shall be retained by Landlord.

   5.  

   6. Deutsche Bank Sublease. Landlord and Tenant hereby expressly acknowledge and agree that: (i) Tenant is currently in possession of (or, shortly after the Effective Date, will be in possession of) the Premises pursuant to that certain Sublease dated November __, 2006 (the "DB Sublease") by and between Deutsche Bank Securities, Inc. ("Deutsche Bank"), as sublandlord, and Tenant, as subtenant, the term of which expires on the date (the "Sublease Expiration Date") immediately preceding the Commencement Date; (ii) the terms and conditions contained herein shall govern Tenant's occupancy of: (a) the Premises from and after the Sublease Expiration Date, and (b) any Available Space (hereinafter defined) from and after the applicable ROFO Space Commencement Date (hereinafter defined) pursuant to the terms of Section 31, below; and (iii) Landlord has evidenced its consent to the DB Sublease pursuant to that certain consent letter by and among Landlord, Deutsche Bank and Tenant (the "Landlord Consent Agreement").

   7.  

   8. Riser Access. In connection with Tenant's leasing of the Premises, Landlord hereby grants to Tenant, at no additional cost, the right to (i) continue to use space in the risers of the Building which Tenant utilized pursuant to the DB Sublease to install such cabling and wiring (collectively, the "Existing Cabling") therein as was necessary for Tenant to provide telecommunications access services to the Premises; and (ii) from and after the Commencement Date, use additional space in the risers of the Building to install additional cabling and wiring (the "Additional Cabling") therein as necessary for Tenant to provide telecommunications access services to the Premises. As used herein, the Existing Cabling and the Additional Cabling shall sometimes be hereinafter collectively referred to as the "Telecom Cabling". Landlord shall have the right from time to time to promulgate reasonable rules and regulations governing Tenant's use of the Telecom Cabling. Tenant shall be permitted to install the Telecom Cabling provided that Landlord has previously approved plans and specifications prepared by Tenant indicating the locations of such Telecom Cabling in the Building, and provided further that such Telecom Cabling (1) does not affect the structure or safety of the Building; (2) does not affect the electrical, mechanical or any other system of the Building or the functioning thereof; and (3) does not interfere with the operation of the Building or the provision of services or utilities to Tenant or any other tenant of the Building. Notwithstanding the foregoing, in no event shall Tenant be entitled to use more than the greater of (x) Tenant's proportionate share of space in the Building risers, or (y) the riser space occupied by the Existing Cabling, for the installation of Telecom Cabling. Tenant shall install and maintain the Telecom Cabling in compliance with all present and future laws, rules and regulations of any local, State or Federal authority having jurisdiction with respect thereto, including, without limitation, the laws, rules and regulations of the FCC, the State of Maryland and any other governmental and quasi-governmental authorities having appropriate jurisdiction over the Building or Tenant's use of the Telecom Cabling. Tenant shall obtain all permits, licenses, variances, authorizations and approvals that may be required in order to install and maintain such Telecom Cabling. Tenant shall, at its sole cost and expense, be responsible for the insurance and maintenance of the Telecom Cabling and its compliance with all applicable laws, rules and regulations. At the expiration or earlier termination of the Lease, at Tenant's sole cost, the Telecom Cabling shall be removed from the Building (including from the Building risers) and the area where the Telecom Cabling was located shall be restored to its condition existing prior to such installation in a manner and with materials determined by Landlord. Tenant hereby authorizes Landlord to remove and dispose of the Telecom Cabling and charge Tenant for all reasonable costs and expenses incurred. Tenant agrees that Landlord shall not be liable for any property disposed of or removed by Landlord. Tenant's obligation to perform and observe this covenant shall survive the expiration or earlier termination of the Term of the Lease. Tenant shall indemnify and save Landlord harmless from and against any and all loss, costs, liabilities, damages, judgements, and expenses (including reasonable attorney's fees) arising in connection with the installation, operation, removal and maintenance of the Telecom Cabling. Subject to the terms of this Section 2d, upon reasonable prior notice to Landlord, Tenant shall have access to the risers of the Building during normal business hours as may be reasonably necessary for the installation, maintenance, removal and/or restoration of the Telecom Cabling.

   9. 3. Term and Commencement of Term.

      This Lease shall be in full force and effect from the Effective Date. The term of this Lease (the "Term") shall commence on January 1, 2012 (the "Commencement Date") and shall expire on December 31, 2017 (the "Lease Expiration Date"), unless otherwise extended or terminated in accordance with the terms hereof. As used herein, the term "Lease Year" means (i) each twelve (12)-month period commencing on the Commencement Date, and (ii) each successive period of twelve (12) calendar months thereafter during the Term. Reference is made to the form of Declaration of Commencement Date (the "Declaration") attached hereto as Exhibit C . After the Commencement Date, Landlord shall complete the Declaration and deliver the completed Declaration to Tenant. Within ten (10) business days after Tenant receives the completed Declaration from Landlord, Tenant shall execute and return the Declaration to Landlord to confirm the Commencement Date and the Term. Failure to execute the Declaration shall not affect the commencement or expiration of the Term. No delay by Tenant in completing the Tenant Improvements shall delay or otherwise affect the Commencement Date or Tenant's obligation to pay Rent from and after such date.

      4. Rent.

      Subject to Section 4a(iii), below, beginning on the Commencement Date, Tenant covenants and agrees to pay as Rent (hereinafter defined) for the Premises the following amounts set forth in this Section 4 and as otherwise provided in this Lease. "Additional Rent" shall mean such costs, expenses, charges and other payments to be made by (or on behalf of) Tenant to Landlord (or to a third party if required under this Lease), whether or not the same be designated as such. "Rent" or "rent" shall mean all Annual Base Rent and Additional Rent due hereunder.

       

   1. Annual Base Rent.

   2. 1.  

      2. Subject to Section 4a(iii), during each Lease Year, Tenant shall pay annual base rent in the amounts set forth immediately below (the "Annual Base Rent"), which amounts shall be payable in equal monthly installments (the "Monthly Base Rent") as set forth immediately below:

      3.  

         Lease Year	Annual Base Rent	Monthly Base Rent
         1	$2,129,400.96	$177,450.08
         2	$2,182,636.08	$181,886.34
         3	$2,237,201.88	$186,433.49
         4	$2,293,131.96	$191,094.33
         5	$2,350,460.28	$195,871.69
         6	$2,409,221.76	$200,768.48

         
         
         

          

         The Annual Base Rent and Monthly Base Rent amounts set forth in the foregoing chart are based on the Premises containing 75,724 rentable square feet of office space. Landlord and Tenant hereby acknowledge and agree that if the number of rentable square feet of office space comprising the Premises changes prior to the Commencement Date, the Annual Base Rent and Monthly Base Rent amounts set forth in the foregoing chart shall be adjusted pursuant to lease amendment(s) or other documentation entered into by and between Landlord and Tenant.

          

      4. In addition to the payment of Annual Base Rent, Tenant shall be responsible for the payment of Tenant's Pass-Through Costs (hereinafter defined) pursuant to Section 4.b. hereof.

      5.  

      6. Notwithstanding any other provision of this Section 4 to the contrary, provided that Tenant is not in default of this Lease at any time during the Abatement Period (hereinafter defined), Landlord hereby agrees to abate Monthly Base Rent for the period (the "Abatement Period") beginning on the Commencement Date and ending on the date which is the earlier to occur of: (1) June 30, 2012; or (2) the date first occurring after the Commencement Date on which there occurs a monetary default by Tenant under this Lease or a non-monetary default by Tenant under this Lease beyond any applicable notice or cure period. On the day immediately following the last day of the Abatement Period, and thereafter throughout the Term, Tenant shall pay Landlord full Annual Base Rent in the amounts set forth in this Section 4.

       

   3. Tenant's Pass-Through Costs.

   4. 1.  

      2. As used in this Lease:

      3. 1.  

         2. "Operating Expenses" shall mean any and all expenses, costs and disbursements (but not specific costs billed to and paid by specific tenants) of every kind and nature incurred by Landlord in connection with the ownership, management, operation, maintenance, servicing and repair of the Building and appurtenances thereto, including, without limitation, the common areas thereof, and the Land, including, but not limited to, employees' wages, salaries, welfare and pension benefits and other fringe benefits; payroll taxes; telephone service; painting of common areas of the Building; exterminating service; detection and security services; concierge services; sewer rents and charges; premiums for fire and casualty, liability, rent, workmen's compensation, sprinkler, water damage and other insurance; repairs and maintenance; building supplies; uniforms and dry cleaning; snow removal; the cost of obtaining and providing electricity, water and other public utilities to all areas of the Building; trash removal; janitorial and cleaning supplies; and janitorial and cleaning services; window cleaning; service contracts for the maintenance of elevators, boilers, HVAC and other mechanical, plumbing and electrical equipment; fees for all licenses and permits required for the ownership and operation of the Building; business license fees and taxes, including those based on Landlord's rental income from the Building; the rental value of the management office maintained in the Building, if any (provided, however, to the extent that the management office maintained in the Building serves other building(s) owned or managed by Landlord, then Operating Expenses shall include only the rental value of the management office that Landlord reasonably allocates to the Building); all costs of operating, maintaining and replacing equipment in the health and fitness facility located in the Building (which costs shall be reduced by the amount of monthly user fees actually collected by Landlord with respect to the use of such fitness facility by tenants and occupants of the Building); sales, use and personal property taxes payable in connection with tangible personal property and services purchased for the management, operation, maintenance, repair, cleaning, safety and administration of the Building; legal fees; accounting fees relating to the determination of Operating Expenses and the tenants' share thereof and the preparation of statements required by tenant's leases; management fees, whether or not paid to any person having an interest in or under common ownership with Landlord, provided that such management fees are comparable to the management fees charged in connection with the management of comparable first-class/trophy office buildings in downtown Baltimore, Maryland providing services similar to, and to the same level as, those provided at the Building, however, in no event shall such management fees exceed four percent (4%) of the gross rentals of the Building; purchase and installation of indoor plants in the common areas; and landscaping maintenance and the purchase and replacement of landscaping services, plants and shrubbery. If Landlord makes an expenditure for a capital improvement to the Building (or any portion thereof) by installing energy conservation or labor-saving devices to reduce Operating Expenses, or to comply with any law, ordinance or regulation pertaining to the Building which was not in effect on the Commencement Date (each, a "Permitted Capital Expenditure"), and if, under generally accepted accounting principles, such expenditure is not a current expense, then the cost thereof shall be amortized over a period equal to the useful life of such improvement, determined in accordance with generally accepted accounting principles, and the amortized costs allocated to each calendar year during the Term, together with an imputed interest amount calculated on the unamortized portion thereof using an interest rate of the Prime Rate (hereinafter defined) plus four percent (4%) per annum, shall be treated as an Operating Expense. In the event that any costs with respect to the operation and management of more than one building are allocated among the Building and any other building owned by Landlord, the actual costs so allocated to the Building shall be included in the calculation of Operating Expenses. Notwithstanding anything to the contrary contained in this Section 4.b(i)(1), Operating Expenses shall not include (i) costs of capital improvements or capital expenditures determined under generally accepted accounting principles, except for Permitted Capital Expenditures; (ii) interest, principal, late charges, prepayment penalties or premiums on any debt owed by Landlord (including any mortgage debt) and depreciation; (iii) legal fees, space planners' fees, real estate brokers' leasing commissions and advertising expenses incurred in connection with the leasing of space in the Building; (iv) costs for which Landlord is reimbursed by insurance (by Landlord's carrier, Tenant's carrier or by any third party's insurance carrier); (v) attorneys' fees, costs and expenses incurred by Landlord in connection with disputes with tenants or prospective tenants of the Building; (vi) any bad debt loss, rent loss, or reserves for replacements; (vii) costs associated with the operation of the limited liability company which constitutes Landlord, as opposed to costs associated with the operation of the Building; (viii) costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building; (ix) litigation costs relating to suits filed by or against Landlord and/or the Building (expressly excluding tax assessment appeals); (x) fines and penalties arising out of the late payment by Landlord of Real Estate Taxes or other amounts or charges relating to the Building; (xi) amounts paid as ground rent by Landlord; (xii) the portion of any costs paid to affiliates of Landlord for services at the Building to the extent that such costs exceed the cost of such services if rendered by unaffiliated third parties on an arms-length basis; (xiii) the cost of all items and services with respect to which Landlord receives reimbursement (excluding reimbursement by way of Tenant's Pass-Through Costs paid by Tenant or other tenants); (xiv) costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any space lease in the Building, provided that such costs would not have been incurred by Landlord but for such violation; (xv) costs incurred in connection with the sale, financing, refinancing, mortgaging or sale of the Building, including brokerage commissions, attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges; (xvi) costs of correcting any violations of law applicable to the Building, which violations existed on the Effective Date; or (xvii) that portion of the operating expenses of the Building that Landlord reasonably allocates to the retail portion of the Building, or the amount of operating expenses paid by retail tenants of the Building, whichever is less.

         3.  

         4. "Real Estate Taxes" shall mean all taxes, assessments and charges levied upon or with respect to the Land (or any portion thereof), the Building, and any improvements adjacent thereto (computed as payable in installments as permitted by law regardless of whether so paid), including, without limitation, vault rents, if any, franchise taxes, any tax, fee or excise on rents, on the square footage of the Premises, on the act of entering into this Lease, on the occupancy of Tenant, on account of the rent hereunder or the business of renting space now or hereafter levied or assessed against Landlord by the United States of America or the state, county, city or town in which the Building are located, or any political subdivision, public corporation, district or other political or public entity; and shall also include any other tax to the extent that such tax is imposed in lieu of or in addition to such Real Estate Taxes. Reasonable legal fees, costs and disbursements incurred by Landlord in connection with any proceedings for appeal or reduction of any Real Estate Taxes shall also be considered Real Estate Taxes for the year in question. In the event that Real Estate Taxes for the Land and the Building are not separately assessed, Landlord shall allocate to the Land and the Building the portion of the total Real Estate Tax assessment that fairly represents the relative values of all properties that have been assessed together. Real Estate Taxes shall not include federal, state or local income taxes or estate, inheritance, franchise, capital gain, capital stock or transfer or recordation taxes.

         5.  

         6. "Tenant's Pro Rata Share (Operating Expenses)," as of the date hereof, shall be as provided in Section 1.g., representing the ratio that the rentable area of the Premises bears to the total rentable area of office space in the Building. If either the rentable area of the Premises or the total rentable area of the Building, shall be increased or decreased, as reasonably determined by Landlord, Tenant's Pro Rata Share (Operating Expenses) shall be adjusted accordingly.

         7.  

         8. "Tenant's Pro Rata Share (Real Estate Taxes)," as of the date hereof, shall be as provided in Section 1.g., representing the ratio that the rentable area of the Premises bears to the total rentable area of the Building. If either the rentable area of the Premises or the total rentable area of the Building, shall be increased or decreased, as reasonably determined by Landlord, Tenant's Pro Rata Share (Real Estate Taxes) shall be adjusted accordingly.

         9.  

         10. "Base Year (Operating Expenses)" means calendar year 2011.

         11.  

         12. "Base Year (Real Estate Taxes)" means the period July 1, 2010 through June 30, 2011, inclusive.

          

      4. If, in any calendar year during the Term, the total amount of Operating Expenses for the Building exceed the amount of Operating Expenses in the Base Year (Operating Expenses), then Tenant shall pay to Landlord, as Additional Rent, an amount which is the product of (1) the amount of such increase in Operating Expenses, multiplied by (2) Tenant's Pro Rata Share (Operating Expenses). Tenant's Pro Rata Share (Operating Expenses) of increases in Operating Expenses for any partial calendar year during the Term shall be determined by multiplying the amount of Tenant's Pro Rata Share (Operating Expenses) of increases in Operating Expenses for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Term and the denominator of which is three hundred sixty-five (365). If in any calendar year during the Term, the amount of Real Estate Taxes exceeds the amount of Real Estate Taxes for the Base Year (Real Estate Taxes), then Tenant shall pay, as Additional Rent, an amount which is the product of (x) the amount of such increase in Real Estate Taxes, multiplied by (y) Tenant's Pro Rata Share (Real Estate Taxes). Tenant's Pro Rata Share (Real Estate Taxes) of increases in Real Estate Taxes for any partial calendar year during the Term shall be determined by multiplying the amount of Tenant's Pro Rata Share (Real Estate Taxes) of increases in Real Estate Taxes for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Term and the denominator of which is three hundred sixty-five (365).

      5.  

      6. If at any time during the Base Year (Operating Expenses), or during any subsequent calendar year ("Subsequent Year"), less than ninety-five percent (95%) of the total rentable square feet of office space in the Building is occupied by tenants, the amount of Operating Expenses for the Base Year (Operating Expenses), or for any such Subsequent Year, as the case may be, shall be deemed to be the amount of Operating Expenses as reasonably estimated by Landlord that would have been incurred if the percentage of occupancy of the Building during the Base Year (Operating Expenses) or any such Subsequent Year was ninety-five percent (95%). If at any time during any calendar year, any part of the Building is leased to a tenant (hereinafter referred to as a "Special Tenant") who, in accordance with the terms of its lease, provides its own utilities, cleaning or janitorial services or other services or is not otherwise required to pay a share of Operating Expenses in accordance with the methodology set forth in this Section 4.b., and Landlord does not incur the cost of such services, Operating Expenses for such calendar year shall be increased by the additional costs for cleaning and janitorial services and such other applicable expenses as reasonably estimated by Landlord that would have been incurred by Landlord if Landlord had furnished and paid for cleaning and janitorial services and such other services for the space occupied by the Special Tenant, or if Landlord had included such costs in "operating expenses" as defined in the Special Tenant's lease. In no event shall Landlord collect from tenants of the Building more than one hundred percent (100%) of the actual Operating Expenses incurred by Landlord in any calendar year during the Term.

      7.  

      8. During the month of December, 2012 (or as soon thereafter as is reasonably practicable), and thereafter during the month of December of each Lease Year (or as soon thereafter as is reasonably practicable), Landlord shall use reasonable efforts to furnish to Tenant a statement of Landlord's estimate of Tenant's Pass-Through Costs for the next calendar year. "Tenant's Pass-Through Costs" shall be an amount equal to the sum of (1) Tenant's Pro Rata Share (Operating Expenses) multiplied by the difference between Operating Expenses incurred during any calendar year during the Term, and Operating Expenses incurred in the Base Year (Operating Expenses); plus (2) Tenant's Pro Rata Share (Real Estate Taxes) multiplied by the difference between Real Estate Taxes for any calendar year during the Term and Real Estate Taxes incurred during the Base Year (Real Estate Taxes). Such statement shall show the amount of Tenant's Pass-Through Costs, if any, payable by Tenant for such calendar year pursuant to this Section 4.b. on the basis of Landlord's estimate. Subject to Section 4b(v), below, commencing on January 1, 2012, and continuing on each monthly rent payment date thereafter until further adjustment pursuant to this Section 4b(iv), Tenant shall pay to Landlord one-twelfth (1/12) of the amount of said estimated Tenant's Pass-Through Costs. Within one hundred and twenty (120) days after the expiration of each calendar year during the Term, Landlord shall furnish to Tenant a statement (the "Expense Statement") showing the actual Operating Expenses and Real Estate Taxes for such calendar year. The Expense Statement shall be conclusive and binding on Tenant, unless objected to in writing by Tenant within ninety (90) days following Tenant's receipt thereof. In case of an underpayment, Tenant shall, within thirty (30) days after the receipt of such statement, pay to Landlord an amount equal to such underpayment. In case of an overpayment, Landlord shall credit the next monthly rental payment(s) by Tenant with an amount equal to such overpayment. Additionally, if this Lease shall have expired, Landlord shall apply such excess against any sums due from Tenant to Landlord and shall refund any remainder to Tenant within one hundred and twenty (120) days after the expiration of the Term, or as soon thereafter as possible.

      9.  

      10. Notwithstanding any other provision of this Section 4b to the contrary, provided that Tenant is not in monetary default of this Lease (or is not in non-monetary default of this Lease beyond any applicable notice and cure period) at any time prior to or during the Additional Rent Abatement Period (hereinafter defined), Landlord hereby agrees to abate Tenant's Pass-Through Costs for the period (the "Additional Rent Abatement Period") beginning on Commencement Date and ending on the date which is the earlier to occur of: (1) December 31, 2012; or (2) the date first occurring after the Commencement Date on which there occurs a default by Tenant under this Lease. On the day immediately following the last day of the Additional Rent Abatement Period, and thereafter throughout the Term, Tenant shall pay Landlord Tenant's Pass-Through Costs pursuant to the terms of this Section 4b.

      11.  

      12. Tenant shall be entitled to the following audit right with respect to a Expense Statement delivered by Landlord. Such audit right shall be exercisable by Tenant's providing Landlord with written notice of Tenant's exercise of such audit right within ninety (90) days of Tenant's receipt of such Expense Statement, time being of the essence. Tenant's notice shall contain a statement of Tenant's reasonable objections to such Expense Statement. If, within forty-five (45) days after Landlord's receipt of Tenant's written notice, Landlord and Tenant are unable to resolve Tenant's objections, then not later than fifteen (15) days after the expiration of such forty-five (45)-day period Tenant shall deliver to Landlord written notice (the "Audit Notice") that it wishes to employ on an hourly rate (and not a contingency fee) basis an independent certified public accounting firm approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such consent shall be required it Tenant employs on an hourly rate, and not on a contingency fee basis, a "Big Four" accounting firm) to inspect and audit Landlord's books and records at the Building relating to the objections raised in Tenant's notice. If Tenant elects to employ such accounting firm as set forth above, then Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by Tenant and such accounting firm, and provide Landlord not less than fifteen (15) days' notice of the date on which the accounting firm desires to examine Landlord's books and records at the Building during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant delivers to Landlord the Audit Notice. Such audit shall be limited to a determination of whether the Expense Statement properly sets forth the Operating Expenses incurred by Landlord in accordance with the terms and conditions of this Lease. Except as otherwise expressly set forth below, all costs and expenses of any such audit shall be paid by Tenant. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit pursuant to this Section 4.b(vi) only in strict accordance with the foregoing procedures and each such audit shall relate only to the calendar year covered by the Expense Statement, except as may otherwise be expressly set forth below. As a condition precedent to exercising its audit rights, Tenant shall pay to Landlord all monies which Landlord claims are owing by Tenant, as shown on the Expense Statement. If on account of any demonstrated errors in the Expense Statement under audit, Tenant is entitled to a refund of the amount paid by Tenant for Tenant's Pass-Through Costs for the calendar year under audit because such Expense Statement overstated the amounts to which Landlord was entitled hereunder, Landlord shall credit the next monthly rental payment(s) by Tenant with an amount equal to such refund. If the Expense Statement under audit overstated Operating Expenses by more than four percent (4%), then Landlord shall promptly reimburse Tenant for its reasonable costs and expenses incurred in such audit (not to exceed Seven Thousand Five Hundred Dollars ($7,500.00)). In the event the audit reveals an underpayment by Tenant for Tenant's Pass-Through Costs, Tenant shall pay to Landlord an amount equal to such underpayment within thirty (30) days. Notwithstanding anything to the contrary contained in this Section 4.b(vi), if the Expense Statement under audit overstated the amount of Operating Expenses incurred by Landlord by more than four percent (4%) during the calendar year under audit (the "Audited Calendar Year"), Tenant shall have the right, pursuant to the terms of this Section 4.b(vi), to audit Landlord's books and records with respect to the Expense Statement delivered by Landlord for the calendar year which immediately preceded the Audited Calendar Year.

      13.  

      14. All monies received from Tenant as Tenant's Pass-Through Costs shall be received by Landlord to pay Operating Expenses and Real Estate Taxes of the Building and the Land. Notwithstanding the foregoing, Landlord shall have the right to commingle Tenant's Pass-Through Costs with other funds collected by Landlord.

      15.  

      16. Tenant's obligation to pay Tenant's Pass-Through Costs pursuant to the provisions of this Section 4.c. shall survive the expiration or other termination of this Lease with respect to any period during the Term hereof and with respect to any holdover period of occupancy following the expiration of the Term.

       

   5. Payment of Rent. All Rent shall be paid in lawful money of the United States of America without deduction, diminution, set-off, counterclaim or prior notice or demand, at the office of Landlord as provided in Section 1.i. hereof or at such other place as Landlord may hereafter designate in writing, on the first day of every calendar month during the Term. All such payments shall be made by good checks (or by electronic transfer) payable to Landlord or such other person, firm or corporation as Landlord may hereafter designate in writing. No payment by Tenant or receipt and acceptance by Landlord of a lesser amount than the Monthly Base Rent or Additional Rent shall be deemed to be other than partial payment of the full amount then due and payable; nor shall any endorsement or statement on any check or any letter accompanying any check, payment of Rent or other payment, be deemed an accord and satisfaction; and Landlord may accept, but is not obligated to accept, such partial payment without prejudice to the Landlord's right to recover the balance due and payable or to pursue any other remedy provided in this Lease or by law. If Landlord shall at any time or times accept Rent after it becomes due and payable, such acceptance shall not excuse a subsequent delay or constitute a waiver of Landlord's rights hereunder. Any Rent owed by Tenant to Landlord, including, without limitation, Annual Base Rent, Additional Rent, Tenant's Pass-Through Costs and Late Charges, which is not paid within five (5) business days after the date such payment is due shall bear interest from the due date at a rate equal to the prime rate on corporate loans quoted in the Wall Street Journal (the "Prime Rate") plus four percent (4%). In addition, if any amount of Rent required to be paid by Tenant to Landlord under the terms of this Lease is not paid within five (5) days after the date such payment is due, then in addition to paying the amount of Rent then due, Tenant shall pay to Landlord a late charge (the "Late Charge") equal to five percent (5%) of the amount of Rent then required to be paid; provided, however, that Landlord agrees to waive the first (1 ^st ) such Late Charge in any Lease Year during the Term, provided that Tenant pays the Rent then due within five (5) days after Tenant's receipt of written notice from Landlord that such Rent is past-due. Payment of such Late Charge will not excuse the untimely payment of Rent. In the event Tenant makes any payment of Rent by check and said check is returned by the bank unpaid, Tenant shall pay to Landlord the sum of One Hundred Dollars ($100.00) to cover the costs and expenses of processing the returned check, in addition to the Rent payment and any other charges provided for herein. Any interest, Late Charge and other amounts charged hereunder shall constitute Additional Rent.

   6.  

   7. Separate Metering and Rent Reduction. Landlord may elect to discontinue the distribution or furnishing of electricity and/or water to the Premises if such services may feasibly be furnished directly to Tenant by the utility company supplying same. In the event of any such election by Landlord: (i) Landlord agrees to give reasonable advance notice of such discontinuance to Tenant; (ii) Landlord agrees to permit Tenant to receive electricity and/or water directly from the utilities supplying such service to the Building and to permit the existing feeders, risers, wiring, pipes and other facilities serving the Premises to be used by Tenant for such purpose to the extent they are suitable and safely capable of carrying Tenant's requirements; (iii) Landlord agrees to pay such charges and costs, if any, as such public utility may impose in connection with the installation of Tenant's meters; and (iv) the amount of Additional Rent payable in respect to the Operating Expenses shall be decreased appropriately to reflect such discontinuance. This Lease shall remain in full force and effect and such discontinuance shall not constitute an actual or constructive eviction, in whole or in part, or relieve Tenant from any of its obligations under this Lease.

   8. 5. INTENTIONALLY OMITTED.

      6. Use.

       

   1. Tenant covenants with the Landlord not to use the Premises for any purpose other than general office use for the conduct of the Tenant's business and for the Specific Authorized Uses (hereinafter defined), provided such Specific Authorized Uses are permitted under and are in compliance with all federal, state and municipal laws, ordinances, rules and regulations, including without limitation all zoning laws, ordinances and rules and regulations applicable to the Building. As used herein, the term "Specific Authorized Uses" shall mean the following uses: investment banking, securities brokerage, capital market investment activities, trading, investment advisory and related financial services and disaster recovery and data center. Tenant shall not use the Premises or allow the Premises to be used for any other purpose without the prior written consent of the Landlord. Tenant, at Tenant's expense, shall comply with all laws, codes, rules, orders, ordinances, directions, regulation, and requirements of federal, state, county, and municipal authorities, now in force or which may hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the condition, maintenance, use, occupation, operation or alteration of the Premises, or the conduct of Tenant's business therein, including, without limitation, the Americans With Disabilities Act, as amended and all applicable zoning, recycling and environmental laws and regulations. Tenant hereby agrees to indemnify and hold harmless Landlord and its agents, officers, directors and employees from and against any cost, damage, claim, liability and expense (including attorneys' fees) arising out of claims or suits brought by third parties against Landlord, its agents, officers, directors and employees alleging or relating to the failure of the Premises to comply with the terms of the Americans With Disabilities Act, as amended, or any other law or regulation applicable to the Premises and/or its occupancy by Tenant. Tenant shall not use or permit the Premises or any part thereof to be used in any manner that constitutes waste, nuisance or unreasonable disturbances to other tenants of the Building or for any disorderly, unlawful or hazardous purpose and will not store or maintain therein any hazardous, toxic or highly combustible items other than usual and customary office supplies intended for Tenant's use and in such event, only in such amounts as permitted by applicable law. Tenant covenants not to change Tenant's use of the Premises without the prior written approval of Landlord.

   2.  

   3. Tenant shall not put the Premises to any use, the effect of which use is reasonably likely to cause cancellation of any insurance covering the Premises or the Building, or an increase in the premium rates for such insurance. In the event that Tenant performs or commits any act, the effect of which is to raise the premium rates for such insurance, Tenant shall pay Landlord the amount of the additional premium, as Additional Rent payable by Tenant upon demand therefor by Landlord. The Premises shall not be used for any illegal purpose or in violation of any regulation of any governmental body or the regulations or directives of Landlord's insurance carriers, or in any manner which interferes with the quiet enjoyment of any other tenant of the Building. Tenant will not install and connect to the base Building electrical system any electrical or other equipment, other than such equipment as is commonly used in modern offices, without first obtaining the prior written consent of Landlord, who may condition such consent upon the payment by Tenant of Additional Rent in compensation for excess consumption of water, electricity and/or other utilities, excess wiring and other similar requirements, and any changes, replacements or additions to any base building system, as may be occasioned by the operation of said equipment or machinery. All voice, data, video, audio, and other low-voltage control transport system cabling and/or cable bundles installed in the Building shall be (a) plenum rated and/or have a composition makeup suited for its environmental use in accordance with NFPA 70/National Electrical Code; (b) labeled every 3 meters with the Tenant's name and origination and destination points; (c) installed in accordance with all EIA/TIA standards and the National Electric Code; (d) installed and routed in accordance with a routing plan showing "as built" or "as installed" configurations of cable pathways, outlet identification numbers, locations of all wall, ceiling and floor penetrations, riser cable routing and conduit routing if applicable, and such other information as Landlord may request. The routing plan shall be available to Landlord and its agents at the Building upon request.

   4.  

   5. Unless such maintenance is the responsibility of Landlord pursuant to the terms of Section 9c, below, Tenant agrees to maintain the Premises, and the Tenant Improvements and other Alterations (hereinafter defined) therein, in good order, repair and condition during the Term at Tenant's sole cost and expense, and Tenant will, at the expiration or other termination of the Term, surrender and deliver the same and all keys in Tenant's possession, locks and other fixtures connected therewith (excepting only Tenant's personal property) in good order, repair and condition, as the same shall be at the commencement date of the DB Sublease, except as repaired, rebuilt, restored, altered or added to pursuant to this Lease, and except for ordinary wear and tear and casualty damage which Landlord is obligated to restore pursuant to the terms of this Lease. Landlord shall have no obligation to Tenant to make any repairs in or to the Premises, the Tenant Improvements or any Alterations. Any and all damage or injury to the Premises (including, but not limited to, the Tenant Improvements or any Alterations), the Building or the Land caused by Tenant, or by any employee, agent, contractor, assignee, subtenant, invitee or customer of Tenant shall be promptly reported to Landlord and repaired by Tenant at Tenant's sole cost; provided, however, that Landlord shall, after providing Tenant with notice thereof and five (5) days within which to repair such damage or injury (except in the case of any emergency or if any of the Building systems or structures or the provision of services to any part of the Building are thereby affected, in which case no prior notice or cure period shall be required), have the option of repairing any such damage, in which case Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord in respect thereof as Additional Rent within thirty (30) days after Tenant receives Landlord's notice of such costs.

   6.  

   7. Tenant shall not place a load upon the floor of the Premises exceeding the designated floor load capacity of the Building ( e.g. 100 pounds per square foot: 80 pounds per square foot, live load, and 20 pounds per square foot, dead load) without Landlord's prior written consent. Business machines, mechanical equipment and materials belonging to Tenant which cause vibration, noise, cold, heat or fumes that may be transmitted to the Building or to any other leased space therein to such a degree as to be objectionable to Landlord or to any other tenant in the Building shall be placed, maintained, isolated, stored and/or vented by Tenant at its sole expense so as to absorb and prevent such vibration, noise, cold, heat or fumes.

   8. 7. Assignment and Subletting.

       

   1. Tenant shall not, without the prior written consent of Landlord (which consent may be granted or withheld by Landlord in its sole discretion except as expressly set forth below) in each instance: (i) assign or otherwise transfer this Lease or any of Tenant's rights hereunder, (ii) sublet the Premises or any part thereof, or permit the use of the Premises or any part thereof by any persons other than Tenant or its employees, agent and invitees, or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law. Landlord's consent to a proposed assignment or sublease shall not be unreasonably withheld, conditioned or delayed, provided Landlord determines that the proposed assignee or subtenant (A) is of a type and quality consistent with the first-class nature of the Building, (B) in the event of an assignment, has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease, (C) is not a party by whom any suit or action could be defended on the ground of sovereign immunity or diplomatic immunity and (D) will not impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been had Tenant continued to use such part of the Premises). In addition, the following conditions must be satisfied at the time Tenant requests Landlord's consent to an assignment or sublease:

   2. 1. 1.  

         2. at the time Tenant requests Landlord's consent to an assignment or sublease (or otherwise notifies Landlord in accordance with the terms of this Lease that Tenant desires to assign this Lease or sublet all or a portion of the Premises) no Event of Default (hereinafter defined) exists and no event has occurred which, with notice and/or the passage of time, would constitute an Event of Default if not cured within the time, including any applicable grace period, specified herein;

         3.  

         4. Landlord receives at least thirty (30) days prior written notice of Tenant's intention to assign this Lease or sublet any portion of the Premises ("Tenant's Transfer Notice");

         5.  

         6. the proposed use of the Premises is not inconsistent with the terms of Section 6.a, above;

         7.  

         8. Tenant submits to Landlord at least thirty (30) days prior to the proposed date of subletting or assignment whatever information Landlord reasonably requests in order to permit Landlord to make a judgment on the proposed subletting or assignment, including, without limitation, the name, business experience, financial history, net worth and business references of the proposed assignee or subtenant (and each of its principals), an in-depth description of the transaction, and the consideration delivered to Tenant for the assignment or sublease; and

         9.  

         10. Tenant has paid to Landlord an administrative fee in the amount of Seven Hundred Fifty Dollars ($750.00) which shall be retained by Landlord whether or not such consent is granted.

       

   3. All proposed subleases and assignments shall be on a form reasonably acceptable to Landlord; and shall contain, inter alia , the following provisions: (i) any such assignment or sublease shall include an assumption by the assignee or subtenant, from and after the effective date of such assignment or sublease, of the performance and observance of the covenants and conditions to be performed and observed on the part of Tenant as contained in this Lease, and (ii) any such sublease or assignment shall specify that this Lease or sublease shall not be further assigned nor the Premises further sublet and shall specify that the term of such sublease shall not extend beyond one (1) day prior to the expiration of this Lease. The consent by Landlord to any assignment, transfer or subletting to any person or entity shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly agreed to in writing by Landlord (it being understood that Tenant shall remain primarily liable as a principal and not as a guarantor or surety), nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer or subletting in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance.

   4.  

   5. In the event that Tenant assigns this Lease or sublets all or any portion of the Premises (other than to an Affiliate (hereinafter defined) or a Permitted Transferee (hereinafter defined)), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the difference between (i) all sums paid to Tenant or its agent by or on behalf of such assignee or subtenant under the assignment or sublease after deducting Tenant's reasonable, actual expenses of obtaining such assignment or subleasing, including, but not limited to, brokerage commissions, rental abatements, tenant improvement or other allowances or concessions granted and actually paid out by Tenant, advertising and marketing costs incurred, and legal fees, and (ii) the Annual Base Rent and Additional Rent paid by Tenant under this Lease and attributable to the portion of the Premises assigned or sublet.

   6.  

   7. For purposes of this Section, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of an interest in Tenant (whether stock, partnership interest or other form of ownership or control, or the issuance of new interests) by which an aggregate of fifty percent (50%) or more than of the beneficial interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the date hereof) shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to an Affiliate, a Permitted Transferee or any corporation, all of the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. Except with respect to a Permitted Transferee, the merger or consolidation of Tenant into or with any other entity, the sale of all or substantially all of Tenant's assets, or the dissolution of Tenant shall each be deemed to be an assignment within the meaning of this Section.

   8.  

   9. Any assignment or subletting not in conformance with the terms of this Lease shall be void ab initio and shall, subject to the provisions of Section 16, constitute a default under the Lease.

   10.  

   11. Except in connection with a proposed assignment of this Lease or a proposed sublease of all or any portion of the Premises to a Permitted Transferee, upon receipt of the notice referred to in Section 7.a.(2), above, Landlord may, at its option, in lieu of approving or rejecting the proposed assignment or subletting, exercise all or any of the following rights by written notice to Tenant of Landlord's intent to do so ("Landlord's Recapture Notice") within fifteen (15) business days of Landlord's receipt of Tenant's notice:

   12. 1.  

       2. with respect to a proposed assignment of this Lease, the right to terminate this Lease on the effective date of proposed assignment as though it were the Lease Expiration Date;

       3.  

       4. with respect to a proposed sublease of the entire Premises for a sublease term ending during the last Lease Year of the Term, the right to terminate this Lease on the effective date of the sublease as though it were the Lease Expiration Date; or

       5.  

       6. with respect to a proposed sublease of fifty percent (50%) or more of the Premises (but less than the entire Premises) for a sublease term ending during the last six (6) months of the Term, the right to terminate this Lease as to the portion of the Premises affected by such sublease on the effective date of the sublease, as though it were the Lease Expiration Date, in which case Tenant shall execute and deliver to Landlord an appropriate modification of this Lease, in form satisfactory to Landlord in all respects within ten (10) days of Landlord's notice of partial termination, which modification of this Lease shall provide that the number of rentable square feet of the Premises shall be decreased by, and the Monthly Base Rent and Additional Rent payable by Tenant hereunder shall be adjusted in proportion to, the number of rentable square feet of the Premises affected by such termination, as determined by Landlord.

        

   13. Notwithstanding anything to the contrary contained in Section 7.f, above, if Tenant delivers written notice to Landlord within five (5) business days after receipt of Landlord's Recapture Notice that Tenant elects to rescind its request to assign the Lease or sublet all or any portion of the Premises, as applicable, the lease termination effectuated with respect to such Landlord's Recapture Notice shall be null and void and this Lease shall continue in full force and effect in accordance with its terms.

   14.  

   15. Upon any assignment of this Lease or sublease of fifty percent (50%) or more of the Premises (except any assignment of this Lease or any sublease of all or any portion of the Premises to a Permitted Transferee), any and all rights of Tenant to extend the Term shall terminate, it being understood that any and all such rights are personal to Tenant (and not to any assignee or subtenant) and are not appurtenant to the Premises or this Lease. Upon any assignment of this Lease or sublease of twenty-five percent (25%) or more of the Premises (except any assignment of this Lease or any sublease of all or any portion of the Premises to a Permitted Transferee), any and all rights of first refusal, rights of first negotiation, and expansion rights of Tenant shall terminate, it being understood that any and all such rights are personal to Tenant (and not to any assignee or subtenant) and are not appurtenant to the Premises or this Lease. In addition to the administrative fee described in Section 7.a.(7), above, Tenant shall reimburse Landlord for its reasonable attorneys' fees and other third party expenses incurred in reviewing any requested consent whether or not such consent is granted. Tenant shall not collaterally assign, mortgage, pledge, hypothecate or otherwise encumber this Lease or any of Tenant's rights hereunder without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion.

   16.  

   17. Notwithstanding any consent by Landlord to an assignment or subletting, Tenant shall remain primarily liable for the performance of all covenants and obligations contained in this Lease. Each approved assignee or subtenant shall also automatically become liable for the obligations of Tenant hereunder. Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant and/or against any assignee or sublessee without proceeding in any way against any other person. Collection or acceptance of Annual Base Rent or Additional Rent from any such assignee, subtenant or occupant shall not constitute a waiver or release of Tenant from the terms of any covenant or obligation contained in this Lease, nor shall such collection or acceptance in any way be construed to relieve Tenant from obtaining the prior written consent of Landlord to such assignment or subletting or any subsequent assignment or subletting.

   18.  

   19. Notwithstanding anything contained herein to the contrary, the consent requirement set forth in Section 7a, above, shall not be applicable to any assignment of this Lease or subletting of the Premises to an Affiliate of Tenant; provided, however, that in each instance, Tenant shall give Landlord at least thirty (30) days prior written notice of any proposed sublease or assignment to an Affiliate (the "Affiliate Transfer Notice"), which Affiliate Transfer Notice shall contain information and documentation reasonably acceptable to Landlord evidencing to Landlord's reasonable satisfaction that the proposed assignee or subtenant is an Affiliate, and a copy of the proposed assignment or sublease document. As used herein, the term "Affiliate" shall refer to a person or entity that controls (hereinafter defined), is controlled by, or is under common control with Tenant. "Control" as used herein shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the entity in question, whether through ownership of voting securities or by contract.

   20. k. Notwithstanding anything to the contrary contained in this Section 7, Tenant shall also have the right, without Landlord's consent, but upon thirty (30) days advance written notice to Landlord (the "Permitted Transferee Notice"), to assign this Lease or sublet all or any portion of the Premises to the following (each a "Permitted Transferee"):

       (i) Any entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions regarding merger and consolidation of entities, so long as:

       (1) Tenant's obligations hereunder are assumed in writing (or by operation of applicable law) by the entity surviving such merger or created by such consolidation;

       (2) The net worth and general creditworthiness of the surviving or created entity are not less than the net worth and general creditworthiness of Tenant as of the date hereof; and

       (3) Landlord is provided complete, accurate and up-to-date financial statements for such surviving or created entity.

       (ii) Any corporation that acquires all or substantially all of Tenant's assets or stock, if such corporation's net worth and general creditworthiness after such acquisition is not less than the net worth and general creditworthiness of Tenant as of the date hereof, provided Tenant's obligations hereunder are assumed in writing by such corporation.

       Tenant shall provide a copy of the document creating such transfer within ten (10) days after the transfer, or as soon thereafter as Tenant is permitted to provide such document pursuant to applicable law or pursuant to the terms of any confidentiality agreement to which Tenant may be bound. Tenant may require that Landlord to enter into a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord prior to delivering such document to Landlord.

       8. Improvements and Fixtures.

        

   1. Tenant shall neither make nor allow any alterations, decorations, replacements, changes, additions or improvements (collectively referred to as "Alterations") to the Premises or any part thereof that will or may adversely affect the mechanical, electrical, plumbing, HVAC or other systems or which will or may affect the exterior or structure of the Building, without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion. Tenant shall not make or allow any other kind of Alterations to the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. All of such Alterations, structural or otherwise, must conform to (i) the Construction Rules and Regulations (hereinafter defined); and (ii) such other rules and regulations as are established from time to time by Landlord. All Alterations must be performed in a good and workmanlike manner, must comply with all applicable building codes, laws and regulations (including, without limitation, the Americans With Disabilities Act, as amended), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing, HVAC or other systems or the exterior or structure of the Building, and shall otherwise be constructed in strict accordance with the terms and conditions of this Section 8. If any Alterations made by or on behalf of Tenant requires Landlord to make any alterations or improvements to any part of the Building in order to comply with applicable law (including without limitation the Americans With Disabilities Act, as amended), Tenant shall pay all reasonable costs and expenses incurred by Landlord in connection with such alterations or improvements. Prior to undertaking any Alterations in the Premises, Tenant shall furnish to Landlord duplicate original policies or certificates thereof of worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration), builder's all-risk insurance, and comprehensive public liability insurance (including property damage coverage) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, including Landlord and its agents, and any mortgagee as additional insureds.

   2.  

   3. It is understood and agreed by Landlord and Tenant that any Alterations undertaken in the Premises shall be constructed at Tenant's sole expense. The costs of Alterations shall include, without limitation, the cost of all architectural work, engineering studies, materials, supplies, plans, permits and insurance. If requested by Landlord, Tenant shall provide to Landlord evidence reasonably satisfactory to Landlord of Tenant's ability to pay for such Alterations (including, but not limited to, a payment or performance bond). No consent by Landlord to any Alterations shall be deemed to be an agreement or consent by Landlord to subject Landlord's interest in the Premises, the Building or the Land to any mechanic's or materialman's liens which may be filed in respect to such Alterations made by or on behalf of Tenant. If Landlord gives its consent as specified in Section 8.a. above, Landlord may impose as a condition to such consent such requirements as Landlord may deem necessary or desirable, in its sole discretion exercised in good faith, including, without limitation, the right to approve the plans and specifications for any work, supervision of the work by Landlord or its agents or by Landlord's architect or contractor and the payment to Landlord or its agents, architect or contractor of a reasonable construction supervision fee in connection therewith (the "Alteration Supervision Fee"), the right to require reasonable security for the full payment of any work and the right to impose reasonable requirements as to the manner in which or the time or times at which work may be performed. Notwithstanding the foregoing, if an Alteration does not take a building permit to undertake and could not affect the structure or safety of the Building or adversely affect the electrical, plumbing or mechanical systems of the Building, then Landlord shall waive such Alteration Supervision Fee with respect to such Alteration. Landlord shall also have the right to approve the contractor or contractors who shall perform any Alterations, repairs in, to or about the Premises, which approval shall not be unreasonably withheld, conditioned or delayed, and to post notices of non-responsibility and similar notices, as appropriate. In addition, immediately after completion of any Alterations, Tenant shall assign to Landlord any and all warranties applicable to such Alterations and shall provide Landlord with as-built plans of the Premises depicting such Alterations.

   4.  

   5. Tenant shall keep the Premises free from any liens arising out of any work performed on, or materials furnished to, the Premises, or arising from any other obligation incurred by Tenant. If any mechanic's or materialmen's lien is filed against the Premises, the Building and/or the Land for work claimed to have been done for or materials claimed to have been furnished to Tenant, such lien shall be discharged by Tenant within thirty (30) days thereafter, at Tenant's sole cost and expense, by the payment thereof or by filing any bond required by law. If Tenant shall fail to timely discharge any such mechanic's or materialman's lien, Landlord may, at its option and upon written notice to Tenant, discharge the same and treat the cost thereof as Additional Rent payable with the installment of rent next becoming due; it being expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same. Tenant shall indemnify and hold harmless Landlord, the Premises and the Building from and against any and all expenses, liens, claims, actions or damages to person or property in connection with any such lien or the performance of such work or the furnishing of such materials. Tenant shall be obligated to, and Landlord reserves the right to, post and maintain on the Premises at any time such notices as shall in the reasonable judgment of Landlord be necessary to protect Landlord against liability for all such liens or actions.

   6.  

   7. Any Alterations of any kind to the Premises or any part thereof, except Tenant's furniture and moveable trade fixtures, shall at once become part of the realty and belong to Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the Term hereof; provided, however, that Landlord may, by written notice to Tenant at least sixty (60) days prior to the end of the Term, require Tenant to remove any Removal Alterations (hereinafter defined) and to repair any damage to the Building and/or the Premises caused by such removal, all at Tenant's sole expense. As used herein, the term "Removal Alterations" shall mean any Alterations: (i) which Landlord, in response to a Removal Inquiry (hereinafter defined) by Tenant, indicated to Tenant must be removed by Tenant at the end of the Term; and (ii) with respect to which Tenant did not make inquiry of Landlord at the time Tenant sought Landlord's approval of such Alteration (in accordance with the provisions of Section 8.a, above). As used herein, the term "Removal Inquiry" shall mean an inquiry by Tenant, made to Landlord contemporaneously with Tenant's request for approval of an Alteration, as to whether or not such Alteration need be removed by Tenant at the end of the Term. Any article of personal property, including business and trade fixtures, not attached to or built into the Premises (or personal property temporarily affixed to the Premises by bolts or screws that can be removed without damage to the Premises or the Building) , which were installed or placed in the Premises by Tenant at its sole expense, shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term as long as Tenant is not in default hereunder and provided that Tenant repairs any damage to the Premises or the Building caused by such removal. Notwithstanding anything to the contrary contained herein, Tenant hereby expressly acknowledges and agrees that Tenant shall, prior to the end of the Term or the earlier termination of this Lease, as applicable, remove from the Premises (including the plenum) and the Building all wiring, cabling, conduit and appurtenant hardware installed by, or for the benefit of, Tenant (or any assignee of the Lease or any sublessee of any portion of the Premises) and repair any damage to the Premises and/or Building caused by such removal, all at Tenant's sole expense.

   8. 9. Utilities and Services.

       

   1. Landlord shall furnish the following utilities and services to the Premises: electric current furnished by the base Building electrical system twenty-four (24) hours a day; hot and cold water twenty-four (24) hours a day; lavatory supplies; heat and air-conditioning during the appropriate seasons of the year as reasonably required; elevator service; and trash removal, cleaning and char service (after Normal Business Hours (herein defined) Monday through Friday, excluding Holidays (hereinafter defined)). Landlord shall not diminish the electrical capacity furnished by the base Building electrical system as of the Effective Date. Heating and air conditioning shall be provided to the Premises only during Normal Business Hours ( i.e. , Monday through Friday 7:00 a.m. to 7:00 p.m., and Saturday 8:00 a.m. to 2:00 p.m., excluding Holidays ("Normal Business Hours"). As used herein, the term "Holidays" shall mean New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. At times other than the Normal Business Hours and days aforesaid, central air conditioning and heating shall be provided to Tenant upon at least twenty-four (24) hours prior notice from Tenant, and upon payment by Tenant of the hourly charge established by Landlord from time to time for each hour (or a portion thereof) of after-hours usage. The current hourly charge for each hour (or any portion thereof) of after-hours usage of central air conditioning and heating is Forty-Five Dollars ($45.00) per hour (or any portion thereof) per floor (or any portion thereof) of the Building. Landlord shall use reasonable efforts to ensure that at least one (1) passenger elevator is operating in the Building twenty-four (24) hours per day, seven (7) days per week. All Building standard light bulbs and tubes in the Premises shall be replaced by Landlord and the reasonable cost thereof shall be included in Operating Expenses. In addition, Landlord may, upon written notice to Tenant and the expiration of a five (5) day cure period within which Tenant may cure the Unusual Condition (hereinafter defined), impose a reasonable additional charge for any additional or unusual services required to be provided by Landlord to Tenant because of the carelessness of Tenant, the nature of Tenant's business or the removal of any refuse and rubbish from the Premises (the "Unusual Condition"), except for discarded material placed in wastepaper baskets and left for emptying as an incident to Tenant's normal cleaning of the Premises. In the event that Landlord must temporarily suspend or curtail services because of accident and repair, Landlord shall provide Tenant with reasonable prior notice thereof (except in the event of an emergency, in which case no prior notice shall be required), and Landlord shall have no liability to Tenant for such suspension or curtailment or due to any restrictions on use arising therefrom or relating thereto, and Landlord shall proceed diligently to restore such service. In connection with Landlord's activities to restore such service, Landlord shall use reasonable efforts not to materially and adversely interfere with Tenant's business operations in the Premises. No interruption or malfunction of any such services shall constitute an actual or constructive eviction or disturbance of Tenant's use and possession of the Premises, the Building or the parking garage or parking areas in or around the Building or constitute a breach by Landlord of any of its obligations hereunder or render Landlord liable for damages or entitle Tenant to be relieved from any of Tenant's obligations hereunder (including the obligation to pay rent) or grant Tenant any right of setoff or claim against Landlord or constitute a constructive or other eviction of Tenant. Notwithstanding the foregoing, in the event that the interruption or cessation of any essential service(s) or utilities required to be provided by Landlord hereunder: (i) results from Landlord's negligence or willful misconduct; (ii) is not caused by Tenant, its agents, employees, contractors, assignees, subtenants or invitees; (iii) renders any or all of the Premises untenantable for Tenant's business use therein; and (iv) exists for more than five (5) consecutive business days, then, provided Tenant in fact ceases to use the Premises (or portion thereof) during the entirety of such period of cessation or interruption, commencing on the sixth (6 ^th ) business day after such interruption, Monthly Base Rent hereunder shall be abated until such services or utilities are restored or Tenant commences to use the untenantable portion of the Premises. The foregoing abatement of Monthly Base Rent shall be Tenant's sole and exclusive remedy resulting from such interruption or cessation. In the event of any such interruption, Landlord shall use reasonable diligence to restore such services.

   2.  

   3. Tenant will not, without the prior written consent of Landlord, use any apparatus or device in the Premises, including, without limitation, electric data processing machines, punch card machines and machines using current in excess of 220 volts (or in excess of .60 kilowatt hours per square foot of usable area in the Premises per month, as determined by Landlord) which will in any way increase the amount of the electricity or water which would otherwise be furnished or supplied for the intended use of the Premises under this Section 9; and Tenant will not connect to electric current any apparatus or device for the purpose of using electric current or water, except through existing electrical outlets in the Premises or water pipes. Notwithstanding anything to the contrary contained herein, Landlord shall not require Tenant to remove any apparatus or device installed by Tenant in the Premises pursuant to the DB Sublease if, prior to such installation by Tenant, Landlord consented to such installation in writing. If Tenant shall require water or electricity in excess of that which would otherwise be furnished or supplied for the intended use of the Premises, Tenant shall first secure the written consent of Landlord for the use thereof, which consent Landlord may refuse in its absolute discretion. Landlord may condition its consent upon the requirement that a water meter or electric current meter be installed in the Premises, so as to measure the amount of water and electric current consumed for any such excess use. The cost of such meters and installation, maintenance and repair thereof, the cost of any such excess utility use as shown by said meter, the cost of any new or additional utility installations, including, without limitation, wiring and plumbing, resulting from such excess utility use, and the cost of any additional expenses incurred in keeping count of such excess utility use shall be paid by Tenant promptly upon demand by Landlord or, if Tenant is billed separately therefor, promptly upon receipt of a bill for same. Whenever heat generating machines or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation, operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

   4.  

   5. Landlord and Tenant hereby acknowledge and agree that, prior to the Commencement Date (or, if earlier, prior the ROFO Space Commencement Date with respect to any Available Space leased by Landlord to Tenant), Tenant shall install (if separate meters (and/or submeters) have not previously been installed), at Tenant's sole cost and expense, separate meters (or submeters) to measure the electric current consumed by all Tenant equipment which requires above Building standard electrical capacity. Throughout the Term, Tenant shall pay for all electricity consumed by such equipment, as measured by such meters or submeters. At Landlord's sole option, Tenant shall pay for such utility usage directly to the utility supplying same or Tenant shall reimburse Landlord for such cost within thirty (30) days after Tenant's receipt of an invoice therefor. Unless Tenant is paying for such electricity directly to the utility company supplying same, Tenant shall permit Landlord, or Landlord's agent, during normal business hours, to access the Premises in order to read any such meter or submeter. Tenant acknowledges that Landlord has the right to install, at Tenant's sole cost and expense, electrical usage monitoring equipment selected by Landlord to ensure that Tenant's electrical usage does not exceed the connected load allocable to the Premises.

   6.  

   7. Tenant hereby expressly acknowledges and agrees that for so long as Deutsche Bank is a tenant or occupant of the Building: (i) Deutsche Bank shall be responsible for the operation, repair and maintenance of the Supplemental Electrical System (hereinafter defined), unless Landlord notifies Tenant that Landlord is assuming responsibility for the operation, repair and maintenance of such system, in which event the terms of Section 9.f, below, shall apply; and (ii) Tenant shall contract with Deutsche Bank for the use of the Supplemental Electrical System. As used herein, the term "Supplemental Electrical System" means the electrical utility service (including but not limited to all feeder and distribution cables, busses and buss ducts, switchboards, transfer switches, disconnects, panel boards, circuit breakers, fuses, transformers, battery chargers, uninterruptible power supply ("UPS") units, PDU's, and generator sets) installed in the Building and on the roof of the Building. Tenant hereby expressly acknowledges that Tenant may not be the sole user of the Supplemental Electrical System and that other tenants in the Building may utilize same.

   8.  

   9. Notwithstanding anything to the contrary contained in this Section 9, Tenant hereby expressly acknowledges and agrees that if, at any point during the Term, Deutsche Bank is not a tenant or occupant of the Building that Tenant shall be solely responsible, at Tenant's sole cost and expense, for the operation, repair and maintenance of the Supplemental Electrical System. If Tenant is solely responsible for the operation, repair and maintenance of the Supplemental Electrical System pursuant to the terms of this Section 9.e, throughout the Term, Tenant shall (i) cause the Supplemental Electrical System to comply with all applicable laws, statutes and ordinances, including the Environmental Laws (hereinafter defined); (ii) cause engineers, including environmental engineers, acceptable to Landlord to inspect the Supplemental Electrical System at least once a year to insure that such system is functioning properly and that no Hazardous Materials (hereinafter defined) are emanating therefrom; (iii) maintain the Supplemental Electrical System in good order and repair; (iv) maintain insurance coverages with respect thereto as are required by Landlord from time to time; and (v) maintain all permits and governmental approvals necessary for the operation of the Supplemental Electrical System. Tenant shall immediately report to Landlord if Tenant determines that the Supplemental Electrical System is not functioning properly, is leaking or is in violation of any applicable laws, including the Environmental Laws. Tenant shall immediately repair all equipment malfunctions or violations of law arising out of the operation of the Supplemental Electrical System. At Landlord's request, Tenant shall enter into annual service contracts with reputable engineering firms approved by Landlord in Landlord's reasonable discretion, including environmental engineering firms, for the inspection, maintenance and repair of the Supplemental Electrical System, and Tenant shall provide such service contracts to Landlord on demand. Should Tenant fail to properly maintain or repair such equipment or, upon Landlord's request, to enter into the service contracts described above, Landlord may, but shall not be obligated to, undertake such maintenance or repairs or enter into such service contracts, and all such costs shall constitute Additional Rent hereunder.

   10.  

   11. Notwithstanding anything to the contrary contained in this Section 9, if (i) Tenant shall be solely responsible, at Tenant's sole cost and expense, for the operation, repair and maintenance of the Supplemental Electrical System pursuant to the terms of Section 9.e, above, and (ii) a third-party tenant or occupant of the Building leases or occupies space in the Building which is connected to the Supplemental Electrical System, then Landlord may, by the delivery of written notice to Tenant, elect to assume the responsibility for the operation, repair and maintenance of the Supplemental Electrical System in accordance with the terms of this Section 9.f. If Landlord assumes the responsibility for the operation, repair and maintenance of the Supplemental Electrical System pursuant to the terms of this Section 9.f, Tenant shall be responsible for paying its SESM Proportionate Share (hereinafter defined) of all out-of-pocket costs incurred by Landlord in operating, repairing and maintaining the Supplemental Electrical System (the "Supplemental Electrical System Maintenance Costs") in accordance with the terms and conditions set forth below. As used herein, the term "SESM Proportionate Share" means the percentage of the total distributed electrical capacity of the Supplemental Electrical System which is being utilized by Tenant (on a connected load basis), as reasonably estimated by Landlord. For each calendar year (or partial calendar year) during the Term in which Landlord is responsible for the operation, repair and maintenance of the Supplemental Electrical System, Landlord shall estimate Tenant's SESM Proportionate Share of the Supplemental Electrical System Maintenance Costs and Tenant shall pay Landlord one-twelfth (1/12) of such amount on each monthly payment date of Monthly Base Rent under this Lease. Within one hundred twenty (120) days after the expiration of each calendar year (or partial calendar year) during the Term (or as soon as reasonably practicable thereafter) in which Landlord is responsible for the operation, repair and maintenance of the Supplemental Electrical System, Landlord shall furnish to Tenant a statement showing the actual Supplemental Electrical System Maintenance Costs for such calendar year. In the case of an underpayment, Tenant shall, within thirty (30) days after the receipt of such statement, pay to Landlord an amount equal to such underpayment or, in the case of an overpayment, Landlord shall credit the next payment of Monthly Base Rent by Tenant with an amount equal to such overpayment, or, if this Lease shall have expired, Landlord shall apply such excess against any sums due from Tenant to Landlord and shall refund any remainder to Tenant within thirty (30) days after the expiration of the Term, or as soon thereafter as reasonably practicable. The obligations of Landlord and Tenant set forth in this Section 9.f shall survive the expiration or earlier termination of this Lease.

   12.  

   13. After the Commencement Date (or, if earlier, after the ROFO Space Commencement Date with respect to any Available Space leased by Landlord to Tenant), Tenant shall not install equipment of any kind or nature whatsoever nor engage in any practice or use which will or may necessitate any changes (other than diminimus changes), replacements or additions to, or in the use of, the water system, heating system, plumbing system, air conditioning system, electrical system, floor load capacities, or other mechanical or structural system of the Premises or the Building (including the Supplemental Electrical System and the Supplemental HVAC System (hereinafter defined)) without first obtaining the prior written consent of Landlord, which consent may be conditioned upon, but not limited to, Tenant first securing at its expense additional capacity for any said service in the Building; provided, however, Tenant shall be responsible for paying for any excess utility consumption arising from any such change, replacement, use or addition, such payments to be based on Landlord's reasonable estimate or, at Landlord's option, a submeter or similar device to measure such usage (said device to be installed at Tenant's expense). Additionally, in the event that Landlord reasonably determines that Tenant's electrical consumption exceeds standard office use, Tenant shall pay the amount of such excess electrical consumption, as reasonably determined by Landlord, within thirty (30) days after demand therefor. Machines, equipment and materials belonging to Tenant which cause vibration, noise, cold, heat, fumes or odors that may be transmitted outside of the Premises to such a degree as to be reasonably objectionable to Landlord or to any other tenant in the Building shall be treated by Tenant at its sole expense so as to eliminate such objectionable condition, and shall not be allowed to operate until such time as the objectionable condition is remedied to Landlord's satisfaction.

   14.  

   15. Tenant shall comply, at its sole cost and expense, with all orders, requirements and conditions now or hereafter imposed by any ordinances, laws, orders and/or regulations (hereinafter collectively called "regulations") of any governmental body having jurisdiction over the Premises or the Building, regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash (hereinafter collectively called "waste products") including, but not limited to, the separation of such waste products into receptacles reasonably approved by Landlord and the removal of such receptacles in accordance with any collection schedules prescribed by such regulations. Landlord reserves the right (i) to refuse to accept from Tenant any waste products that are not prepared for collection in accordance with any such regulations, (ii) to require Tenant to arrange for waste product collection at Tenant's sole cost and expense, utilizing a contractor reasonably satisfactory to Landlord, and (iii) to require Tenant to pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with any such regulations. Notwithstanding the foregoing, if Tenant is unable to comply with Landlord's standard procedures regarding the internal collection, sorting, separation and recycling of waste products, Landlord, upon written notice to Tenant and the expiration of a five (5) day cure period, shall use reasonable efforts to arrange for alternative procedures for Tenant, and Tenant shall pay Landlord all additional costs incurred by Landlord with respect thereto.

   16.  

   17. Throughout the Term, Tenant shall be provided with access to the Building, the Parking Facility (hereinafter defined) and the Premises twenty-four (24) hours a day, 365 days a year, subject to applicable law and events of force majeure. The Building's main entrance doors and elevators shall be equipped with a card reader security system or other similar security access system. Tenant shall be permitted to retain the access cards received by Tenant from Deutsche Bank in order to provide Tenant with continued access to the Premises from and after the Commencement Date. Tenant shall be responsible for the cost of any additional or replacement access cards requested by Tenant. Except in the event of the negligence or willful misconduct of Landlord, Landlord shall not be responsible for the quality, action or inaction of the Building's or Premises' access system or for any damage or injury to Tenant, its employees, agents, invitees or their respective property resulting from any failure, action or inaction of the Building's and/or Premises' access systems. As of the Effective Date, at least two (2) security officers are stationed in the Building at all times; provided, however, Landlord reserves the right from time to time, upon prior written notice to Tenant, to reduce (or eliminate) the days and/or the time(s) of day on which security officers are stationed in the Building.

   18.  

   19. During the Term, Tenant shall have the right to continue to display the Interior Signage (hereinafter defined). Tenant shall be solely responsible for repairing and maintaining the Interior Signage installed by Tenant in a first-class condition throughout the Term. Tenant shall remove the Interior Signage at the end of the Term and shall restore the portions of the Building affected by such removal to their condition immediately prior to the installation of such signage. If Tenant fails to remove all Interior Signage at the expiration of the Term or fails to restore the portions of the Building affected by such removal, Landlord may, but shall not be obligated to remove such Interior Signage and/or restore the portion of the Building affected thereby, and Tenant shall reimburse Landlord for all reasonable costs and expenses incurred by Landlord with respect to such removal and/or restoration immediately upon demand therefor. As used herein, the term "Interior Signage" shall mean any and all signage located in or upon the interior common areas (including the main elevator lobby) of the Building (or in or upon the elevator lobbies on the floors of the Building which contain portions of the Premises) depicting Tenant's name and/or Tenant's logo, which signage (and the installation and location thereof) has been previously approved in writing by Landlord prior to the Commencement Date in connection with the DB Sublease. Notwithstanding anything to the contrary contained herein, Tenant hereby expressly acknowledges and agrees that if at any time during the Term Tenant is not then leasing and in occupancy (i.e. Tenant has not sublet or vacated such space) of at least fifty thousand (50,000) rentable square feet of office space in the Building pursuant to the Lease, then, at Landlord's option, Tenant shall remove all Interior Signage (except for Interior Signage located in or upon the elevator lobbies on the floors of the Building on which Tenant is the sole occupant) and shall restore the portions of the Building affected by such removal to their condition immediately prior to the installation of such signage (which removal and restoration shall be undertaken by Tenant in accordance with the terms and conditions of this Section 9.j within thirty (30) days after receipt of notice from Landlord).

   20.  

   21. During the Term, Landlord shall continue to display the directory strips bearing Tenant's name in the directory board located in the main lobby of the Building which exist as of the Commencement Date; provided, however, that in no event shall Tenant be entitled to more than Tenant's proportionate share of such directory strips.

   22.  

   23. Landlord shall maintain the common areas of the Building, the roof, foundation and structural walls of the Building, the base Building systems (including the base Building mechanical, electrical, plumbing and HVAC systems serving the Premises), the fire and life safety system and the Parking Facility, unless Tenant is otherwise responsible for such maintenance pursuant any provision of this Lease, or unless the need for such maintenance arose as the result of (i) any act or omission of Tenant, its agents, contractors, employees, invitees, assignees or subtenants or (ii) Tenant's particular use of the Premises.

   24.  

   25. Landlord shall provide, no later than January 1, 2008, a fitness facility in the Building (the "Fitness Facility"), the size, location and other attributes (including equipment and personnel) of which shall be determined by Landlord in its sole discretion. Landlord and Tenant hereby acknowledge and agree that (1) Landlord shall permit Tenant's employees to use the Fitness Facility, subject to such rules and regulations as Landlord may promulgate from time to time with respect to the use of the Fitness Facility, (2) Landlord may charge each of Tenant's employees who want to use the Fitness Facility a commercially reasonable monthly fee for such privilege, provided that such fee shall not exceed the lowest monthly fee offered by Landlord to employees of other tenants of the Building, (3) any use of the Fitness Facility by Tenant, or its employees, shall be at their sole risk and Landlord reserves the right to require that Tenant and any of its employees who want to use the Fitness Facility (a) obtain medical clearances from their physicians, and (b) sign waivers of liability acceptable to Landlord, and (4) Landlord shall not be responsible for any injury, loss or damage suffered by Tenant, or its employees, arising out of or in any way connected with or related to their use of the Fitness Facility. All costs of operating and maintaining the Fitness Facility, including any and all costs associated with staffing the Fitness Facility, shall be included in Operating Expenses.

   26. 10. Rights of Landlord.

        

   1. Landlord reserves the following rights:

   2. 1.  

      2. subject to the terms of Section 10.f, below, to change the name or street address of the Building with thirty (30) days prior notice to Tenant;

      3.  

      4. to approve the design, location, number, size and color of all signs or lettering on the Premises or visible from the exterior of the Premises;

      5.  

      6. to have pass keys and/or access cards to the Premises and key codes or cards for the telephone access system installed by Tenant;

      7.  

      8. to grant to anyone the exclusive right to conduct any particular business or undertaking in the Building, provided that the granting of such exclusive right shall not materially and adversely affect Tenant's business operations in the Premises;

      9.  

      10. to enter the Premises at any reasonable time for inspection upon reasonable prior notice to Tenant (which notice may be oral), or at any time, without prior notice, in the event of any emergency; to supply any service to be provided by Landlord hereunder; to submit the Premises to prospective purchasers or tenants; to post notices of non-responsibility; and to make repairs, alterations, additions or improvements to the Premises or the Building; and

      11.  

      12. to approve the design, location, number, size and color of all signs located on the exterior of the Building.

       

   3. Without limiting the generality of the provisions of Section 10.a., above, at any time during the Term of this Lease, Landlord shall have the right to remove, alter, improve, renovate or rebuild the common areas of the Building (including, but not limited to, the lobby, hallways and corridors thereof), and to install, repair, replace, alter, improve or rebuild in the Premises, other tenants' premises and/or the common areas of the Building (including the lobby, hallways and corridors thereof), any mechanical, electrical, water, sprinkler, plumbing, heating, air conditioning and ventilating systems, at any time during the Term of this Lease. In connection with making any such installations, repairs, replacements, alterations, additions and improvements under the terms of this Section 10, Landlord shall have the right to access through the Premises as well as the right to take into and upon and through the Premises or any other part of the Building, all materials that may be required to make any such repairs, replacements, alterations, additions or improvements, as well as the right in the course of such work to close entrances, doors, corridors, elevators or other facilities located in the Building or temporarily to cease the operations of any services or facilities therein or to take portion(s) of the Premises reasonably necessary in connection with such work, without being deemed or held guilty of an eviction of Tenant; provided, however that Landlord agrees to use all reasonable efforts not to interfere with or interrupt Tenant's business operation in the Premises. Landlord shall have the right to install, use and main