SUBLEASE AGREEMENT

Exhibit 10.17

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the “ Sublease ”) is made and entered into as of March 7, 2008, by and among PROQUEST LLC, a Delaware limited liability company (“Sublandlord”), with an address of 7200 Wisconsin Avenue, Suite 601, Bethesda, Maryland 20814 , and VOYAGER LEARNING COMPANY, a Delaware corporation (“Subtenant”), with an address of 789 East Eisenhower Parkway, Ann Arbor, Michigan 48108 (“Subtenant”).

RECITALS

A. Sublandlord is now the tenant under that certain Lease dated November 10, 2004, between Transwestern Great Lakes, L.P., a Delaware limited partnership (“ Owner ”), as landlord, and ProQuest Company (now known as Voyager Learning Company, and being Subtenant hereunder), as tenant, as amended by that certain First Amendment to Lease dated November 16, 2005, that certain Commencement Letter dated April 21, 2006, that certain Second Amendment to Lease and Assignment of Lease dated as of March 7, 2008 (collectively and as so amended and assigned, the “ Prime Lease ”), with respect to and covering 111,748 rentable square feet of office space and 19,213 rentable square feet of lower level space in and comprising in its entirety the office building located at 789 East Eisenhower Parkway, Ann Arbor, Michigan (the “ Leased Premises ”). The Prime Lease is attached hereto as Exhibit A and the terms of the Prime Lease are incorporated herein by this reference.

B. By virtue of the aforementioned Second Amendment to Lease and Assignment of Lease, the Prime Lease and the tenant’s interest therein have been assigned to and assumed by Sublandlord, and Subtenant has been absolutely released by Owner and Sublandlord from any and all liability with respect to and under the Prime Lease.

C. As of the Effective Date (as hereinafter defined), Sublandlord wishes to sublease to the Subtenant that portion of the Leased Premises consisting of (i) approximately 12,620 rentable square feet of office space located within the so-called Northeast Quadrant of the third floor of the Leased Premises (the “ Part A Space ”), and approximately 3,060 rentable square feet of office space and including conference room located within the so-called Northwest Quadrant of the first floor of the Leased Premises (the “ Part B Space ”), all as depicted on Exhibit B attached hereto (the “ Subleased Premises ”), and Subtenant wishes to sublease from Sublandlord the Subleased Premises, all on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I.  SUBLEASE .

1. Subject to the terms hereof and except as set forth herein, as of the Effective Date (as hereinafter defined), the Sublandlord hereby subleases to the Subtenant and the Subtenant hereby subleases from the Sublandlord the Subleased Premises, together with the non-exclusive right to utilize any and all interior corridors, restrooms, stairways, elevators and other common areas (interior and exterior) as may be necessary or useful in accessing and fully utilizing the Subleased Premises, and together with the parking rights identified in Section 1.03, below. This Sublease grants to Subtenant the right to occupy the Subleased Premsies and otherwise enjoy certain rights and privileges currently enjoyed by Sublandlord under the Lease, as expressly provided herein.

2.  Term . The term (the “ Term ”) of this Sublease shall commence at 12:00 a.m. on March 7, 2008 (the “ Effective Date ”). This Sublease shall thereafter continue to apply to the Part A Space until: (i) June 30, 2008, after which time it shall be automatically extended on a month-to-month basis, at the same Rent, unless terminated by Subtenant pursuant to not less than 30 days written notice to Sublandlord, but in no event beyond December 31, 2008, (ii) the earlier termination of the Prime Lease for any reason, or (iii) the date this Sublease is otherwise terminated pursuant to the terms hereof (the “ Part A Termination Date ”). This Sublease shall thereafter continue to apply to the Part B Space until: (i) December 31, 2008, after which time it shall be automatically extended on a semiannual basis ( i.e. , in 6 month increments), at the same Rent, unless terminated by Subtenant pursuant to written notice to Sublandlord given not less than 30 days prior to the expiration of December 31, 2008 or the expiration of any semiannual extension, as applicable, but in no event shall the Term extend beyond December 31, 2010, (ii) the earlier termination of the Prime Lease for any reason, or (iii) the date this Sublease is otherwise terminated pursuant to the terms hereof (the “ Part B Termination Date ”).

Section 1.03 Parking . Throughout the Term, Subtenant shall be entitled to utilize the parking areas otherwise available to Sublandlord under the Prime Lease; provided, however, that Subtenant’s usage of the reserved underground parking area shall be limited to the existing eleven (11) carded-entry spaces previously utilized by Subtenant pursuant to the Prime Lease ( i.e. , prior to the Second Amendment to Lease and Assignment of Lease) through the Part A Termination Date, and thereafter limited to three (3) carded-entry spots through the Part B Termination Date; provided further, however, that in the event Sublandlord elects to convert (and actually converts) to rentable area and thereby eliminates the underground parking area in whole or in part, Subtenant’s underground parking spaces shall be reduced proportionately with the reduction in underground parking spaces allotted to Sublandlord .

Section 1.04 Termination . Subtenant shall on the Part A Termination Date and/or the Part B Termination Date, as the case may be, surrender and deliver up Part A Space or the Part B Space, as applicable, to the possession and use of Sublandlord without delay and in good order, condition and repair, and use of Sublandlord without delay and in good order, condition and repair, except for reasonable wear and tear to the Subleased Premises, free and clear of all lettings and occupancies and free and clear of all liens and encumbrances other then those, if any, currently existing or created or suffered by Sublandlord or Owner.

II.  BASE RENT/ADDITIONAL RENT

1. During the Term of this Sublease, Subtenant shall pay to Sublandlord as monthly rent for the Subleased Premises an amount equal to one-twelfth (1/12 ^th ) of the product of (i) the total rentable square feet within the Subleased Premises as it exists from time to time hereunder, times (ii) an amount equal to Five Dollars ($5.00) less than applicable “Annual Base Rent Per RSF” for the period in question as set forth in the Commencement Letter dated April 21, 2006 (a copy of which is included within Exhibit A ) (the “ Monthly Base Rent ”). Tenant shall also pay “ Additional Rent ” (calculated and defined as set forth in the Prime Lease) with respect to and based on the rentable square feet from time to time within the Subleased Premises relative to the aggregate rentable square feet within the Leased Premises (as defined above) (Monthly Base Rent, together with Additional Rent, are referred to collectively as “ Rent ”). So long as Sublandlord is not in default under this Sublease, Subtenant shall have no rights of offset, abatement or deduction for any reason, and shall have no right to prior notice or demand, with respect to payments of Rent to Sublandlord. Rent for any period during the Term hereof which is less than one month shall be prorated for such month. Sublandlord and Subtenant agree to prorate any accrued and unpaid expenses and any prepaid expenses, based on the number of days Sublandlord and Subtenant, respectively, have a right to occupy the Subleased Premises. Subtenant does not assume any liability or obligation of Sublandlord arising under the Prime Lease prior to the Effective Date.

2. Subtenant shall make all payments of Rent or other amounts due hereunder directly to the Sublandlord and not the Owner under the Prime Lease or its permitted successors and assigns.

III. PRIME LEASE

1. This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to matters to which the Prime Lease is subject and subordinate. Except as otherwise provided herein, the parties agree that all the non-economic terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease and solely with respect and limited to the Subleased Premises, except to the extent inconsistent with the terms and conditions in this Sublease (in which event the terms and conditions of this Sublease shall control); and provided, however, Sublandlord shall not amend or agree to any amendment of the Prime Lease that would expand the obligations or liabilities of Subtenant hereunder or diminish Subtenant’s rights pursuant to this Sublease. Nothing contained herein shall be deemed to impose any obligation, responsibility or duty upon the Subtenant other than with respect to the Subleased Premises. The parties further agree that, except as otherwise provided herein, the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Lease.

2. This Sublease is not an assignment of the Prime Lease by Sublandlord to Subtenant, and Subtenant does not assume and shall not be liable to any person or entity for obligations arising under the Prime Lease with respect to the periods prior to the Commencement Date or after the Termination Date.

IV.  USE AND QUIET ENJOYMENT; UTILITIES AND SERVICES

1. Use of the Subleased Premises shall be restricted to any lawful purpose permitted by the Prime Lease, and no other purpose.

2. Sublandlord represents and warrants that it has full right and authority to enter into this Sublease and that Subtenant, while paying the Rent and performing its other covenants and agreements herein set forth, shall quietly have, hold and enjoy the Subleased Premises for the Term hereof without interference from Sublandlord, subject to the exceptions, reservations, conditions and other terms and provisions of this Sublease.

3. Subtenant shall permit Sublandlord and its authorized representatives to enter the Subleased Premises during daytime business hours, upon not less than 24 hours’ notice, except in the case of an emergency, during which time Sublandlord shall be given access to the Subleased Premises at all times without notice, for any purpose permitted to the Owner under the Prime Lease.

4. Sublandlord shall provide to Subtenant all utilities and other services included in or under the Prime Lease, and the relative rights and obligations of the parties for such utilities and services shall be determined by reference to the Prime Lease, treating the Sublandlord as “Landlord” and the Subtenant as “Tenant” for purposes thereof.

5. Those additional services listed and described on Exhibit C, attached hereto, shall be made available by Sublandlord to Subtenant upon request and subject to compensation on the basis set forth in Exhibit C.

V.  EVENTS OF DEFAULT AND REMEDIES

1. The following events shall be deemed to be events of default (each an “Event of Default”) by Subtenant under this Sublease:

a. Subtenant shall fail to make any payment of Rent required to be made by Subtenant hereunder, as and when due, in accordance with the terms of this Sublease or the Prime Lease and such cure period under the Prime Lease less two (2) days shall have elapsed;

b. Subtenant shall fail to comply with its obligations hereunder which are expressly incorporated from the Prime Lease under Article III hereof (other than with respect to the payment of Rent) and the time within which such failure is required to be cured thereunder shall have elapsed;

c. Subtenant shall fail to comply with any term, provision or covenant of this Sublease, and shall not cure such failure within thirty (30) days of receiving notice of such failure from Sublandlord (provided, however, if the default is not by its nature capable of cure within thirty (30) days, it shall not be an Event of Default if and so long as Subtenant commences a cure within thirty (30) days and thereafter diligently prosecutes the cure to completion); or

Notwithstanding the foregoing, in the event Sublandlord shall receive from the Owner any notice of default under the Prime Lease or notice of any event, which, with the giving of notice or lapse of time, or both, would constitute such a default, (i) Sublandlord shall promptly and without delay furnish notice to this effect to Subtenant if Sublandlord receives such notice or (ii) Subtenant shall promptly and without delay furnish notice to this effect to Sublandlord. In the event Sublandlord shall fail to so notify Subtenant, Sublandlord shall not be entitled to declare an Event of Default under this Sublease with respect to the event or circumstance in question, unless the notice furnished by the Owner to the Sublandlord in accordance with the terms of the Lease was also furnished to the Subtenant or was furnished to the Subtenant in lieu of Sublandlord. Notwithstanding any provision of this Sublease to the contrary, Sublandlord shall not be entitled to declare an Event of Default under this Sublease as a result of any default under the Prime Lease if such default has been timely cured in accordance with the terms of the Prime Lease.

2. Upon the occurrence of any Event of Default hereunder, Sublandlord shall have the option, in addition to all other remedies set forth herein and in the Prime Lease, to pursue any one or more of the following remedies without any notice or demand whatsoever:

a. Sublandlord may (i) terminate this Sublease in its entirety, or (ii) terminate Subtenant’s right to possession in its entirety, without terminating the Sublease.

b. Upon the occurrence of any event discussed in Section 5.01, following an Event of Default, Subtenant shall surrender possession and vacate the Subleased Premises immediately, and deliver possession thereof to Sublandlord, and Subtenant hereby grants to Sublandlord full and free license to enter into and upon the Subleased Premises in such event with process of law and to repossess Sublandlord of the Subleased Premises as of Sublandlord’s former estate and to expel or remove Subtenant and any others who may be occupying or within the Subleased Premises and to remove any and all property therefrom.

c. Upon termination of this Sublease in its entirety, following an Event of Default, Sublandlord shall be entitled to recover as damages, all Rent that is derived from the terminated Sublease and other sums due and payable by Subtenant on the date of termination, plus the sum of (i) an amount equal to the then present value of the Rent that is derived from the terminated Sublease and other sums provided herein to be paid by Subtenant for the residue of the Term hereof, less the present value of the fair rental value of the Subleased Premises for such residue (taking into account the expense necessary to obtain a replacement subtenant or subtenants, including reasonable expenses hereinafter described in subparagraph (d) relating to recovery of the Subleased Premises, preparation for reletting and for reletting itself), and (ii) the reasonable cost of performing any other covenants which would have otherwise been performed by Subtenant under the terms hereof. In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and resublet the Subleased Premises.

d. Upon any termination of Subtenant’s right to possession only in its entirety, without termination of the Sublease following an Event of Default, Sublandlord may, at Sublandlord’s option, enter into the Subleased Premises, remove Subtenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (b) above, without such entry and possession terminating this Sublease or releasing Subtenant, in whole or in part, from any obligation, including Subtenant’s obligation to pay the Rent for the full Term. In any such case Subtenant shall pay forthwith to Sublandlord, if Sublandlord so elects, a sum equal to the entire amount of the Rent under this Sublease for the Subleased Premises for the residue of the Term plus any other sums provided herein to be paid by Subtenant for the remainder of the Term. In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and resublet the Subleased Premises. In connection therewith, and to the extent permitted by the Prime Lease, Sublandlord may resublet the Subleased Premises for such rent and upon such terms as Sublandlord in its reasonable discretion shall determine (including the right to resublet the Subleased Premises for a greater or lesser term than that remaining under this Sublease, the right to resublet the Subleased Premises as a part of a larger area, and the right to change the character or use made of the Subleased Premises) and Sublandlord shall not be required to accept any subtenant offered by Subtenant or to observe any instructions given by Subtenant about such reletting. If the consideration collected by Sublandlord upon any such resubletting plus any sums previously collected from Subtenant are not sufficient to pay the full amount of all Rent and other sums reserved in this Sublease for the remaining Term hereof, together with the reasonable costs of repairs, alterations, additions, redecorating, and Sublandlord’s expenses of resubletting and the collection of the rent accruing therefrom (including attorneys’ fees and brokers’ commissions), Subtenant shall pay to Sublandlord the amount of such deficiency upon demand and Subtenant agrees that Sublandlord may file suit to recover any sums falling due under this Section.

e. Sublandlord may, at Sublandlord’s option, enter into and upon the Subleased Premises, with process of law, to maintain, repair or replace anything for which Subtenant is responsible under this Sublease and perform such obligations on Subtenant’s behalf and put the Subleased Premises in good order, condition and repair. Subtenant agrees to reimburse Sublandlord, on demand, for any reasonable expenses which Sublandlord may incur in thus effecting compliance with Subtenant’s obligations under this Sublease.

f. Pursuit of any of the foregoing remedies shall not preclude the pursuit of any of the other remedies provided herein, or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy provided herein or in any of the aforementioned documents constitute a forfeiture or waiver of any Rent or other payments due to Sublandlord hereunder or of any damages accruing to Sublandlord by reason of the violation of any of the terms, provisions and covenants herein contained. No waiver by Sublandlord or Subtenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Sublandlord’s acceptance of the payment of rental or other payments hereunder after the occurrence of a default shall not be construed as a waiver of such default, unless Sublandlord so notifies Subtenant in writing. Forbearance by Sublandlord or Subtenant in enforcing one or more of the remedies provided herein, in the Lease or in any documents executed in connection with the aforementioned documents, upon a default shall not be deemed or construed to constitute a waiver of such default or of Sublandlord’s right to enforce any such remedies with respect to such default or any subsequent default.

VI.  MISCELLANEOUS

1.  Notices of Events Affecting the Subleased Premises . Sublandlord shall promptly forward to Subtenant, and Subtenant shall promptly forward to Sublandlord, any notice or other communication received by Sublandlord or Subtenant, as the case may be, from the Owner or others relating to Subtenant’s use of, operation of or interest in Subtenant’s use of the Subleased Premises.

2.  Notices . Any notice, request, instruction or other document given hereunder by either party to the other shall be in writing and delivered personally, by mail (certified mail, postage prepaid, return receipt requested, such mailed notice to be effective three (3) days after deposit) by overnight courier (to be effective the business day following deposit), by facsimile transmission (to be effective when receipt acknowledged unless sent after 5:00 p.m. on any business day or on the weekend, in which event they will be deemed received on the next business day), at their respective addresses first set forth above or at such other address as either party may by like notice designate to the other in writing.

3.  Entire Agreement . All prior understandings and agreements between the parties are merged with this Sublease and the Lease, together with the exhibits and schedules hereto and thereto, all of which are incorporated herein by reference, which together fully and completely set forth the understanding of the parties. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Sublease or the Lease.

4.  Successors and Assigns . The terms, covenants and conditions contained herein shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators, and assigns of the parties hereto. The term “Sublandlord” in this Sublease shall include Sublandlord, its successors, and assigns. The term “Subtenant” shall include Subtenant and its successors and assigns.

5.  Sublease and Assignment . Subtenant may not make any assignment of this Sublease or any right hereunder, nor enter into any sublease of all or any part of the Subleased Premises, without (i) all consents required under the Prime Lease, and (ii) the prior written consent of Sublandlord in each instance. In all instances, Subtenant shall remain primarily liable for payment of rent required hereunder and for the performance of all other terms of this Sublease required to be performed by Subtenant. If Subtenant assigns this Sublease, Sublandlord shall give Subtenant a copy of all notices Sublandlord gives to the assignee. Subtenant shall be entitled to cure any defaults by any assignee during the same period allowed to the assignee for curing such default.

6.  Third Party Beneficiaries . This Sublease shall inure to the benefit of Sublandlord, Owner and Subtenant. Nothing contained herein shall create, or be construed to create, any right in any person or entity not a party hereto (except the Owner).

7.  Recordation . Subtenant may record a Memorandum of Sublease regarding this Sublease.

8.  Only Landlord and Tenant . Nothing contained in this Sublease shall be deemed, or be construed by the parties hereto, or by any third person, to create the relationship of principal and agent or partnership or of joint venture or of any association between Sublandlord and Subtenant, and no provision contained in this Sublease, or any acts of the parties hereto, shall be deemed to create any relationship between Sublandlord and Subtenant, other than the relationship of landlord and tenant.

9.  Brokers . Each of the parties hereto (a) represents and warrants to the other that it has not dealt with any broker or finder in connection with this Sublease; and (b) indemnifies and holds the other harmless from any and all losses, liability, costs or expenses (including attorneys’ fees), incurred as a result of an alleged breach of the foregoing warranty.

10.  Time . Time is of the essence of this Sublease and all of its provisions.

11.  Governing Law and Litigation . This Sublease is made in and shall in all respects be governed by, and construed and enforced in accordance with, the internal laws of the State in which the Subleased Premises is located without regard to conflicts of law principles. For all purposes in respect to this Sublease, both parties agree to submit to the jurisdiction of the state and federal courts located in Washtenaw County, Michigan. In the event either party brings an action against the other to enforce any condition or covenant of this Sublease, the prevailing party in such action shall be entitled to recover the court costs and reasonable attorneys’ fees in the judgment rendered through such action, including on appeal and in a bankruptcy proceeding.

12.  Captions and Headings . The captions and headings of Articles and Sections of this Sublease have been intended solely for convenience of reference and shall not control or affect the meaning or construction of any of the provisions of this Sublease.

13.  Severability . If any provision of this Sublease is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

14.  Remedies Cumulative . No remedy set forth in this Sublease or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available hereunder, at law or in equity to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.

15.  Amendment . This Sublease shall not be amended, supplemented or modified except by an instrument in writing signed and delivered by each of the parties hereto.

16.  Waiver . No failure or delay on the part of any party hereto in the exercise of any power or right, and no course of dealing between Sublandlord and Subtenant shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right. No waiver by a party hereto of any condition or of any breach of any term contained in this Sublease shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term.

17.  Counterparts . This Sublease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Section 6.18 Effectiveness . This Sublease shall not be effective until executed by Sublandlord, Subtenant and Owner. In the event Owner fails to execute this Sublease within ten (10) days after execution by Subtenant and Sublandlord, this Sublease shall be automatically null and void and of no further force or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be duly executed on their respective behalf, by their respective officers thereunder duly authorized, all as of the date and year first above written.

ACKNOWLEDGMENT AND CONSENT

Transwestern Great Lakes, L.P., as the Owner/Landlord under the Prime Lease, hereby acknowledges receipt of an executed copy of the foregoing Sublease Agreement and consents to the terms thereof.

EXHIBIT A

PRIME LEASE

OFFICE LEASE

BETWEEN

TRANSWESTERN GREAT LAKES, L.P., AS LANDLORD

AND

PROQUEST COMPANY, AS TENANT

777 EISENHOWER PLAZA—PHASE II

789 EAST EISENHOWER PARKWAY

ANN ARBOR, MICHIGAN

TABLE OF CONTENTS

EXHIBIT A-1-OUTLINE AND LOCATION OF PREMISES

EXHIBIT A-2-LEGAL DESCRIPTION OF PHASE II LAND

EXHIBIT A-3-LEGAL DESCRIPTION OF PHASE I LAND

EXHIBIT B-RULES AND REGULATIONS

EXHIBIT C-PAYMENT OF BASIC COSTS

EXHIBIT D-WORK LETTER

EXHIBIT E-ADDITIONAL PROVISIONS

EXHIBIT F-COMMENCEMENT LETTER

OFFICE LEASE

This Office Lease (the “Lease”) is made and entered into on the 10 ^th day of November, 2004, between TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership (“Landlord”), and PROQUEST COMPANY, a Delaware corporation (“Tenant”).

W I T N E S S E T H :

1.  Definitions . The following are definitions of some of the defined terms used in this Lease. The definition of other defined terms are found throughout this Lease.

A. “Additional Rent” shall mean Tenant’s Pro Rata Share of Basic Costs (hereinafter defined) and Tenant’s Pro Rata Share of Taxes (hereinafter defined) and any other sums (exclusive of Base Rent) that are required to be paid to Landlord by Tenant hereunder, which sums are deemed to be Additional Rent under this Lease.

B. “Base Rent” : Base Rent shall be paid in equal monthly installments of the Annual Base Rent identified below, in accordance with and subject to Section 4 of this Lease according to the following schedule (the Periods running from and after the Commencement Date):

Notwithstanding anything to the contrary contained in this Lease, Tenant shall be entitled to free Base Rent during the first six (6) months of the Lease Term (the “Free Rent Period”) ; provided however Tenant shall remain responsible for Additional Rent and electricity service to the Premises during the Free Rent Period.

C. “Basic Costs” is defined in Exhibit C attached hereto.

D. “Broker” shall mean Transwestern Commercial Services, an affiliate of Landlord. Landlord shall be solely responsible for any and all commissions and/or fees of any nature payable to Broker in connection with this Lease and the Phase II Lease.

E. “Building” shall mean the new office building to be constructed by Landlord on the Phase II Land, and having a street address of 789 Eisenhower Parkway, Ann Arbor, Michigan.

F. “Business Day(s)” shall mean Mondays through Fridays exclusive of the normal business holidays.

G. “City” shall mean the City of Ann Arbor, Michigan.

H. “Commencement Date” shall mean the date which is thirty (30) days following the date on which the Premises have been (i) Substantially Completed in accordance with the Work Letter, and (ii) delivered to Tenant for Tenant’s installation of Tenant’s Property (including without limitation installation of fixtures, equipment and furniture); provided, however, that if Tenant Delays (as defined in the Work Letter) occur, the Commencement Date shall mean the date which is thirty (30) days following the date on which the Premises would have been Substantially Completed and delivered to the Premises had such Tenant Delay(s) not have occurred.

I. “Common Areas” shall mean shall mean all areas within the Building and the Property that are available for the common use of tenants of the Building and that are not leased or held for the exclusive use of Tenant or other tenants of the Building, including, but not limited to, parking areas, the Parking Deck, driveways, sidewalks, loading areas, access roads, corridors, elevators, stairwells, landscaping and planted areas. Tenant shall have the nonexclusive right to use the Common Areas for the purposes intended, subject to such reasonable rules and regulations as Landlord may establish and uniformly impose upon all Building tenants from time to time. Landlord shall not permanently alter or change any or all of the size, location, nature or use of any of the Common Areas if such change might have a material adverse affect on Tenant’s use, occupancy or enjoyment of the Premises or access to the Premises, the Building and/or the Property.

J. “Default Rate” shall mean the lower of (i) six percent (6%) in excess of the Prime Rate published from time to time by the Wall Street Journal (or any successor to such index), or (ii) the highest rate of interest from time-to-time permitted under applicable federal and state law.

K. “Early Termination” shall mean and refer to Tenant’s one-time right to terminate the Lease Term at the end of the eleventh (11 ^th ) Lease Year, provided that Tenant shall have no uncured Event of Default at the time of its election. Tenant may (but shall not be required to) exercise its right to Early Termination by giving notice of such exercise to Landlord not less than eighteen (18) months, and paying the Termination Fee not less than thirty (30) days, prior to the expiration of the eleventh (11 ^th ) Lease Year.

L. “Early Termination Fee” shall mean the sum of (i) an amount equal to $35.71 per rentable square foot in the Premises, plus (ii) an amount equal to $8.80 per square foot in the Lower Level Space usable by Tenant as permitted by the City, payable by Tenant to Landlord as full and complete consideration for the Early Termination of this Lease.

M. “Expiration Date” shall mean the last day of the Lease Term (subject to Early Termination and including any Extension Term(s)). Notwithstanding the foregoing, if the Expiration Date, as determined herein, does not occur on the last day of a calendar month, the Lease Term and the last Lease Year thereof shall be extended by the number of days necessary to cause the Expiration Date to occur on the last day of the last calendar month of the Lease Term. Tenant shall pay Base Rent and Additional Rent for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension. Upon the determination of the actual Commencement Date and the actual Expiration Date, Landlord and Tenant shall each execute and deliver a Commencement Letter in the form of Exhibit F attached hereto.

N. “Extension Term” is defined in Paragraph 2 of Exhibit E.

O. “Lease Term” shall commence on the Commencement Date, and shall expire (unless extended pursuant to Paragraph 2 of Exhibit E ) one hundred eighty (180) months thereafter, subject to Tenant’s termination rights under Section 5 of this Lease.

P. “Lease Year” shall mean each twelve (12) month period commencing on the Commencement Date, and on each anniversary of the Commencement Date (or portion thereof ending on the Expiration Date).

Q. “Leasehold Improvements” shall mean all fixtures, equipment, improvements and appurtenances attached to, or built into, the Premises at the commencement of or during the Lease Term, whether or not by, or at the expense of, Tenant.

R. “Lower Level Space” shall mean that certain space consisting of approximately 15,000 usable square feet in the lower level of the Building, which shall be made available to Tenant, if and to the extent permitted, for Tenant’s exclusive use for the purposes of (i) a cafeteria, (ii) meeting space, (iii) laboratory space, and (iv) exercise facility. The terms and conditions for the lease of the Lower Level Space are more fully described in Paragraph 3 of Exhibit E.

S. “MEDC” shall mean the Michigan Economic Development Corporation.

T. “Normal Business Hours” for the Building shall mean 8:00 a.m. to 6:00 p.m. Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of holidays.

U. “Notice Addresses” shall mean the following addresses for Tenant and Landlord, respectively:

Tenant:

Before the Commencement Date of the Phase I Lease:

ProQuest Company
300 North Zeeb Road
Ann Arbor, Michigan 48103
Attn: Chief Financial Officer

With copy to:

James C. Adams, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243

After the Commencement Date of the Phase I Lease:

ProQuest Company
777 Eisenhower Parkway
Ann Arbor, Michigan 48108
Attn: Chief Financial Officer

With a copy of any default notices to:

James C. Adams, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243

Landlord:

Transwestern Commercial Services
777 Eisenhower Parkway
Ann Arbor, Michigan 48108
Attn: Property Manager

with a copy to:

Transwestern Investment Company
150 North Wacker Drive, Suite 800
Chicago, IL 60606
Attn: Owner’s Representative

and to:

Drane, Freyer and Lapins
150 North Wacker Drive, 8th Floor
Chicago, IL 60606
Attn: Wendy Freyer, Esq.

Payments of Rent only shall be made payable to the order of Transwestern 789 Eisenhower Plaza, at the following address:

Transwestern Commercial Services
777 Eisenhower Parkway
Ann Arbor, Michigan 48108
Attn: Property Manager

or such other name and address as Landlord shall, from time to time, designate.

V. “Parking Deck” shall mean and refer to the approximately 700 space parking garage to be constructed by Landlord on the Phase II Land in accordance with the Work Letter, for Tenant’s non-exclusive use under this Lease, except as otherwise provided herein.

W. “Permitted Use” shall mean general office use, any other office use related to or a part of Tenant’s business, and any related and incidental uses thereto.

X. “Phase I Building” means the existing office building commonly known as 777 Eisenhower Parkway, Ann Arbor, Michigan, and located on the Phase I Land, with office space to be leased to Tenant pursuant to the Phase I Lease.

Y. “Phase I Land” means that certain parcel of land owned by Landlord, adjacent to the Property and more particularly described on Exhibit A-3 to this Lease.

Z. “Phase I Lease” means the Lease of even date herewith between Landlord and Tenant, covering the Phase I Building and the Phase I Land.

AA. “Phase II Land” means that certain parcel of land owned by Landlord, upon which the Building and Parking Deck will be constructed, and more particularly described on Exhibit A-2 to this Lease.

BB. “Phase II Project Costs” shall mean hard and soft costs actually incurred by Landlord in the site development of the Phase II Land and construction of the Building (for purposes hereof being only the “Base Building Work” as set forth in the Work Letter, and exclusive of the “Landlord’s Work” as defined in the Work Letter), Parking Deck, water detention areas, and connector to the Phase I Building, and in particular shall include, but shall not be limited to, the following:

The Development of the Phase II Land and construction of the Building and Parking Deck shall be undertaken and performed by Landlord on an “open book” basis, and Tenant, its architects, attorneys, accountants and other consultants shall have full and unimpeded rights (with cooperation and assistance by Landlord) to review and audit Landlord’s Phase II Project Costs and back-up documentation therefor at all times.

CC. “Premises” shall mean all the interior space within the Building and outlined on Exhibit A-1 to this Lease, including without limitation all lobby areas, all corridors and restroom facilities located within the Building, and including the exclusive use of the 37 car enclosed parking area within the lower level of the Building.

DD. “Property” shall mean the Building, the Parking Deck, the Phase II Land and all other improvements located on such land. The parties acknowledge that Landlord also owns the Phase I Land (defined above), upon which the Phase I Building is located and which the parties anticipate Tenant will lease pursuant to the Phase I Lease.

EE. “Rentable Area in the Building” shall mean 110,369 square feet. Tenant and Landlord shall each have the right, within 90 days after the Commencement Date, to have the rentable square footage of the Building measured by a licensed architect, and verified by the other party, which measurement shall be made pursuant to BOMA standards, provided however, the vertical penetration on the second floor of the Building for the purpose of creating a two-story atrium lobby shall not be subtracted from the calculation of the rentable square footage of the Building. In addition, the calculation of the rentable square footage of the Building shall not include the Lower Level Space, but shall be comprised of the main floors of the Building and Common Areas in the Building. The measurement as determined by such architect, and verified by the other party, shall be substituted for the foregoing amount, and those items under this Lease measured with reference to the Rentable Area in the Building, including the Tenant’s Pro-Rata Share, shall be adjusted accordingly.

FF. “Rentable Area in the Premises” shall mean 110,369 square feet. Tenant and Landlord shall each have the right, within 90 days after the Commencement Date, to have the rentable square footage of the Premises measured by a licensed architect, and verified by the other party, which measurement shall be made pursuant to BOMA standards, provided however, the vertical penetration on the second floor of the Building for the purpose of creating a two-story atrium lobby shall not be subtracted from the calculation of the rentable square footage of the Premises. In addition, the calculation of the rentable square footage of the Premises shall not include the Lower Level Space, but shall be comprised of the main floors of the Building and Common Areas in the Building. If the rentable square footage of the Premises as so measured and verified differs from the foregoing amounts, the measurement as determined by such architect shall be substituted for the foregoing amount(s), and the Base Rent (and any other charge under this Lease measured on a square footage basis or dependent upon the square footage of the Premises) and Tenant’s Pro Rata Share shall be appropriately adjusted.

GG. “State” shall mean the State of Michigan.

HH. “Substantial Completion” or “Substantially Complete” shall mean (except as otherwise provided in the Work Letter):

(i) completion by Landlord of all construction and other work required of Landlord pursuant to this Lease or other relevant documents between Landlord and Tenant (as to this Lease and the Work Letter) so that (A) Tenant can use the Premises, Parking Deck and all Common Areas for its intended purposes without material interference to Tenant conducting its ordinary business activities, and (B) the only incomplete items are minor or insubstantial details of construction, mechanical adjustments, or finishing touches like touch-up plastering or painting;

(ii) the Building, Parking Deck, Premises and all operating and mechanical systems thereof are in good condition and working order;

(iii) Landlord securing a temporary or permanent certificate of occupancy from the local municipality if required for lawful occupancy by the municipality;

(iv) Tenant, its employees, agents, and invitees, have reasonable access to the Building and Premises through the lobby, entranceways, elevators, loading docks, sidings and hallways;

(v) all tenant improvements, decorations, fixtures, and equipment, if any, to be installed by Landlord pursuant to the Work Letter are installed and in good operating order to Tenant’s reasonable satisfaction; and

(vi) the Premises (or the relevant portions thereof being delivered) are broom clean.

II. “Target Commencement Date” shall mean February 1, 2006.

JJ. “Taxes” is defined in Exhibit C attached hereto.

KK. “Tenant’s Pro Rata Share” shall mean One Hundred Percent (100%).

LL. “Tenant’s Property” shall mean all unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without structural damage to the Building or Premises, and all personalty brought into the Premises by Tenant.

MM. “Work Letter” is attached as Exhibit D and incorporated by reference herein.

2. Lease Grant/Possession .

A. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the right, in common with others, to use the Common Areas. Subject in all respects to the obligations of Landlord under the Work Letter and as otherwise set forth in this Lease, by taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition.

B. The Lease Term shall commence on the Commencement Date and shall end on the Expiration Date, subject to (i) Tenant’s exercise of one or more Extension Term, (ii) Tenant’s rights to terminate as set forth in Paragraph 5, below; (iii) Tenant’s one-time right of Early Termination, exercisable at the time and as set forth in the definition of Early Termination, above, and subject to Tenant’s payment of the Early Termination Fee; and (iv) the rights of the parties to termination of this Lease for any other reason set forth herein.

C. Landlord shall deliver possession of the Premises to Tenant no later than upon Substantial Completion (and earlier if practicable) of Landlord’s Work pursuant to the Work Letter, for the purpose of performing any improvements therein or installing Tenant’s Property, and such possession shall be subject to all of the terms and conditions of this Lease, except that Tenant shall not be required to pay Base Rent or Additional Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the reasonable cost of electricity provided to Tenant during the period of Tenant’s possession prior to the Commencement Date.

3.  Use . The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal or dangerous, which creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. Tenant will conduct its business and control its agents, servants, employees, customers, licensees, and invitees in such a manner as not to interfere with or disturb other tenants or Landlord in the management of the Property. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the use, condition, configuration or occupancy of the Premises. Tenant shall not, and shall not allow its employees, agents, contractors or invitees, to bring into the Building or the Premises any dangerous or hazardous materials, except for customary office and cleaning supplies, provided Tenant uses, stores and disposes of the same in compliance with all applicable law. Tenant, at its expense, will comply with the rules and regulations of the Building attached hereto as Exhibit B and such other rules and regulations adopted and altered by Landlord and uniformly applied to all tenants from time-to-time and will cause all of its agents, employees, invitees and visitors to do so. All such changes to rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing. In the event of a conflict between the rules and regulations and the terms of this Lease, the terms of this Lease shall control. Landlord shall not knowingly enforce the rules and regulations against Tenant in a discriminatory manner.

4. Rent .

A. Tenant covenants to pay to Landlord during the Lease Term, without any setoff or deduction except as otherwise expressly provided herein, the full amount of all Base Rent and Additional Rent due hereunder and the full amount of all such other sums of money as shall become due under this Lease, all of which hereinafter may be collectively called “Rent.” In addition, Tenant shall pay, as Additional Rent, all rent, sales and use taxes or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid to Landlord by Tenant under this Lease. Such payments shall be paid concurrently with the payments of the Rent on which the tax is based. Base Rent and Additional Rent for each calendar year or portion thereof during the Lease Term, shall be due and payable in advance in monthly installments on the first day of each calendar month during the Lease Term, without demand. If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rent (if any) and Additional Rent (if any) for such month or months shall be prorated, based on the number of days in such month. All amounts received by Landlord from Tenant hereunder shall be applied first to the earliest accrued and unpaid Rent then outstanding. Tenant’s covenant to pay Rent shall be independent of every other covenant set forth in this Lease.

B. If Tenant fails to pay any installment of Base Rent and Additional Rent or any other item of Rent within ten (10) days after the same becomes due and payable hereunder, a “Late Charge” equal to five percent (5%) of such unpaid amount will be due and payable with the next installment of Base Rent by Tenant to Landlord.

C. The Additional Rent payable hereunder shall be adjusted from time-to-time in accordance with the provisions of Exhibit C attached hereto.

5. Representations and Warranties of Landlord; Conditions to Effectiveness of Lease .

A. Notwithstanding anything to the contrary set forth herein or in the Phase I Lease, if and in the event (i) foundation installation work of the Building is not commenced on or before January 1, 2005 (the “Foundation Commencement Date”) for reasons other than (a) Delays (as defined in the Work Letter) by Tenant, or (b) Force Majeure (as defined in Section 30.D); or (ii) Tenant delivers notice to Landlord that Landlord is not diligently and continuously proceeding to complete the development and construction of the Building and all other improvements related thereto, unless Landlord provides Tenant with evidence within fifteen (15) days thereafter that it will still be able to meet the schedule previously provided to Tenant; or (iii) Landlord fails to Substantially Complete and deliver occupancy of the Building to Tenant on or before July 31, 2006 in accordance with the terms and conditions of this Lease for reasons other than delays solely attributable to the act or failure to act of Tenant in violation of Tenant’s obligations (if any) under this Lease; or (iv) Landlord defaults under any other provision of this Lease prior to the Commencement Date, then Tenant may elect, at its sole option, to terminate this Lease and the Phase I Lease within thirty (30) days after the date of such occurrence, in which event this Lease and the Phase I Lease shall terminate and be of no further force or effect.

B. Landlord hereby represents and warrants to Tenant that Landlord has adequate funds from its own resources and from binding, irrevocable commitments from financial institutions, to fully fund the development and construction of the Building and all other construction and related costs included within the definition of the Phase II Project Costs. Landlord hereby agrees to maintain financial responsibility for the completion of Phase II Project Costs, and such responsibility shall not be terminated by the transfer of title to the Building as provided in this Lease, notwithstanding anything to the contrary contained within this Lease.

C. The effectiveness of this Lease and the obligations of Tenant hereunder are subject to the execution and effectiveness of the Phase I Lease by Landlord and Tenant.

D. The effectiveness of this Lease and the obligations of Tenant hereunder are subject to the establishment of an industrial development district for the Property by the City and the City’s grant of tax abatement and issuance of a tax exemption certificate for personal and real property taxes in amounts and on terms and conditions satisfactory to Tenant in its sole discretion. If such grants by the City are not received by November 23, 2004, then Tenant, at its option, may terminate this Lease by written notice received by Landlord within five (5) days following such date, in which event (i) this Lease shall terminate and be of no further force or effect, and (ii) Tenant shall reimburse Landlord for all Phase II Project Costs paid or incurred through the date of termination, as well as all similar costs incurred relative to the Phase I Lease, and the tenant improvement work required thereby, such payment to be made within twenty (20) days after Tenant’s receipt of written request therefore. Tenant’s obligation to make such payment shall survive the termination of this Lease.

E. The effectiveness of this Lease and the obligations of Tenant hereunder are subject to the receipt by Tenant of other incentives and inducements from the State of Michigan and other governmental entities contemplated by Tenant and sufficient in Tenant’s judgment to establish the financial feasibility of Tenant’s relocation to the premises under the Phase I Lease and the Building as its executive headquarters building. If such incentives or inducements are not received by November 23, 2004, then Tenant, at its option, may terminate this Lease by written notice received by Landlord within five (5) days following such date, in which event (i) this Lease shall terminate and be of no further force or effect, and (ii) Tenant shall reimburse Landlord for all Phase II Project Costs paid or incurred through the date of termination, as well as all similar costs incurred relative to the Phase I Lease, and the tenant improvement work required thereby, such payment to be made within twenty (20) days after Tenant’s receipt of written request therefore. Tenant’s obligation to make such payment shall survive the termination of this Lease.

6. Services to be Furnished by Landlord .

A. Landlord shall furnish the following services: (i) heating, ventilating and air conditioning during Normal Business Hours to provide a temperature condition required for comfortable occupancy of the Premises under normal business operations; (ii) at all times hot and cold water for restrooms located in the Building and refrigerated water for drinking fountains located in the Building, and at Tenant’s request and reasonable expense, hot and cold water for kitchen areas within the Premises; (iii) janitorial service in the Premises and Common Areas (including cleaning of all floors—wet mop or dry sweep—, vacuuming of carpets, emptying wastebaskets, and cleaning restrooms) on Business Days; (iv) electricity to the Premises for general office use, in accordance with and subject to the terms and conditions of Section 10 of this Lease; (v) passenger elevator service, 24 hours a day, 7 days a week; and freight elevator service on Business Days, upon request of Tenant and subject to scheduling and charges by Landlord; (vi) on-site trash dumpster and at least weekly trash removal; (vii) snowplowing and ice removal services for the parking lot, driveways and sidewalks located on the Property, Monday through Saturday (excluding legal holidays); (viii) maintaining the Parking Deck and all interior and exterior Common Areas, including elevators and stairwells, in a safe, lawful, clean and neat, and in good operating, condition; and (ix) wash Building windows at intervals reasonably established by Landlord.

B. If Tenant requests any other utilities or building services in addition to those identified in Section 6A, or any of the above utilities or building services in frequency, scope, quality or quantities substantially greater than the standards set by Landlord for the Building, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such additional utilities or building services. Landlord may impose a reasonable charge for such additional utilities or building services, which shall be paid monthly by Tenant as Additional Rent on the same day that the monthly installment of Base Rent is due.

C. Except as otherwise expressly provided herein, the failure by Landlord to any extent to furnish, or the interruption or termination of utilities and Building services identified in Section 6A in whole or in part, resulting from adherence to laws, regulations and administrative orders, wear, use, repairs, improvements, alterations or any causes shall not render Landlord liable in any respect nor be construed as an actual or constructive eviction of Tenant, nor give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof.

D. Notwithstanding anything to the contrary contained in this Section 6, if: (i) Landlord ceases to furnish any service in the Building for a period in excess of five (5) consecutive Business Days (or five (5) or more Business Days in any ten (10) Business Day period) after Tenant notifies Landlord of such cessation (the “Interruption Notice”) ; (ii) such cessation does not arise as a result of an act or omission of Tenant; (iii) such cessation is not caused by a fire or other casualty (in which case Section 16 shall control); (iv) the restoration of such service is reasonably within the control of Landlord; and (v) as a result of such cessation, the Premises or a material portion thereof, is rendered reasonably unusable for Tenant’s ordinary business operations, and Tenant in fact ceases to use the Premises, or the material portion thereof, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Base Rent payable hereunder during the period for the period and duration of such cessation and ending on the day when the service in question has been restored. In the event the entire Premises has not been rendered untenantable by the cessation in service, the amount of abatement that Tenant is entitled to receive shall be prorated based upon the percentage of the Premises so rendered untenantable and not used by Tenant.

7.  Leasehold Improvements; Tenant’s Property . Unless otherwise mutually agreed to by Landlord and Tenant at the time of installation, all Leasehold Improvements, shall be and remain a part of the Premises; shall be the property of Landlord; and shall not be removed by Tenant except as expressly provided herein. All Tenant’s Property shall be owned and insured by Tenant. Upon the termination of the Lease Term or the sooner termination of Tenant’s right to possession of the Premises, Tenant shall remove Tenant’s Property, all electronic, phone and data cabling exclusively serving the Premises (whether such cabling is located within or outside of the Premises). Tenant shall, at its sole cost and expense, repair any damage caused by such removal and perform such other work as is reasonably necessary to restore the Premises to a “move in” condition. If Tenant fails to remove any of the foregoing items or to perform any required repairs and restoration, (i) Landlord, at Tenant’s sole cost and expense, may remove the same (and repair any damage occasioned thereby) and dispose thereof or deliver such items to any other place of business of Tenant, or warehouse the same, and Tenant shall pay the cost of such removal, repair, delivery, or warehousing of such items within twenty (20) days after demand from Landlord, and (ii) such failure shall be deemed a holding over by Tenant under Section 23 hereof until such failure is rectified by Tenant or Landlord.

8.  Signage . Tenant will have the right to place any and all interior signage of its own design and selection within the Premises, subject to Landlord’s prior approval (which shall not be unreasonably withheld). Tenant will also have the right to place its name on any monument signage that Landlord erects for the Building, in a style satisfactory to Landlord and Tenant and of a scale and visibility of equal or greater prominence than any other Building tenant.

For so long as Tenant leases and occupies the entire Building, Tenant shall have the right to have its name placed on the exterior of the Building (the “Building Sign”). Tenant shall make certain that the Building Sign is at all times in compliance with all applicable laws, and shall also be subject to the approval of Landlord with respect to size, location, design and content, which approval shall not be unreasonably withheld. Tenant may not modify the size, design or content of the Building Sign without the prior written approval of Landlord which approval shall not be unreasonably withheld. The costs associated with obtaining the necessary governmental approvals and permitting, and for designing, producing, installing, maintaining and removing the Building Sign shall be borne by Tenant. Tenant shall bear the cost of illuminating the Building Sign and all costs of operating and maintaining said illumination (including bulbs and ballasts) (“Lighting Costs”). If any Lighting Cost is invoiced to Landlord, such cost shall become additional Rent due from Tenant upon invoice therefore from Landlord. Upon the expiration or termination of this Lease, termination of Tenant’s right of possession of the Premises or termination of Tenant’s right to maintain the Building Sign provided in this section, Tenant (at its expense but performed by a contractor selected by Landlord) shall remove such Building signage, and shall repair and restore any damage caused by such removal.

9. Maintenance, Repairs and Alterations .

A. Except to the extent such obligations are imposed upon Landlord hereunder, Tenant shall, at its sole cost and expense, maintain the interior of the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear excepted. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and attractive condition at all times. Tenant shall, within thirty (30) days after Landlord’s written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, “Repairs”) in and to the Premises, Building and Property and the facilities and systems thereof, plus an administration charge often percent (10%) of such cost, the need for which Repairs arises out of (and provided Landlord has given prior written notice to Tenant of such need): (1) Tenant’s use of the Premises in contravention of the terms and conditions of this Lease, or Tenant’s failure to perform maintenance or repairs which are Tenant’s obligation hereunder, (2) the installation, removal, use or operation of Tenant’s Property, if undertaken by Landlord at Tenant’s request or by virtue of Tenant’s default in undertaking such obligations, (3) the moving of Tenant’s Property into or out of the Building, or (4) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees.

B. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises (collectively, “Alterations”), without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided however, Tenant shall have the right to perform, without Landlord’s consent, certain Alterations that do not cost in excess of $25,000.00 in the aggregate (at any one time), and do not affect any mechanical or electrical or life safety systems or plumbing in the Building, provided that advance notice has been given to Landlord in each instance. Landlord reserves the right to require Tenant to remove at the end of the Lease Term any Alterations installed without the Landlord’s consent. Prior to commencing any such Alterations and as a condition to obtaining Landlord’s consent where necessary, Tenant shall deliver to Landlord plans and specifications acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in accordance with Section 13 hereof; and a payment bond or other security, all in form and amount satisfactory to Landlord. Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts and with such companies as Landlord may reasonably require. All Alterations shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equal or greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Building, shall have the right to designate the time when any Alterations may be performed and to otherwise designate reasonable rules, regulations and procedures for the performance of work in the Building. Upon completion of the Alterations, Tenant shall deliver to Landlord “as-built” plans, contractor’s affidavits and full and final waivers of lien and receipted bills covering all labor and materials. All Alterations shall comply with the insurance requirements and with applicable codes, ordinances, laws and regulations. Tenant shall reimburse Landlord upon demand for all reasonable sums, if any, expended by Landlord for third party examination of the architectural, mechanical, electrical and plumbing plans for any Alterations. In addition, if Landlord so requests, Landlord shall be entitled to oversee the construction of any Alterations, and in such event, Tenant shall reimburse Landlord for Landlord’s actual out of pocket costs incurred in connection therewith, which may include the cost of management personnel working outside of Normal Business Hours. Landlord’s approval of Tenant’s plans and specifications for any Alterations performed for or on behalf of Tenant shall not be deemed to be representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or, regulations or that the Alterations constructed in accordance with such plans and specifications will be adequate for Tenant’s use.

10.  Use of Electrical Services by Tenant . All electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant by (i) a separate charge or charges billed by the utility company providing electrical service and payable by Tenant directly to such utilities company, or (ii) a separate charge billed directly to Tenant by Landlord and payable by Tenant as additional rent. Such charge shall be based upon the electric current consumed on the Premises during the Lease Term, the rates, terms and conditions for comparable service to Tenant directly from The Detroit Edison Company under like conditions, all as determined by an independent meter reader. Landlord shall have the right at any time and from time-to-time during the Lease Term to contract for electricity service from such providers of such services as Landlord shall elect (each being an “Electric Service Provider” ). Tenant shall cooperate with Landlord, and the applicable Electric Service Provider, at all times and, as reasonably necessary, shall allow Landlord and such Electric Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring, and any other machinery within the Premises. Tenant’s use of electrical services furnished by Landlord shall not exceed in voltage, rated capacity, or overall load that which is standard for the Building. In the event Tenant shall request that it be allowed to consume electrical services in excess of Building standard, Landlord may refuse to consent to such usage or may consent upon such conditions as Landlord reasonably elects, and all such additional usage shall be paid for by Tenant as Additional Rent. Landlord, at any time during the Lease Term, shall have the right to separately meter electrical usage for the Premises or to measure electrical usage by survey or any other method that Landlord, in its reasonable judgment, deems appropriate.

11. Assignment and Subletting .

A. Except in connection with a Permitted Transfer (defined in Section 11E below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer” ) without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition is not adequate for the obligations such transferee is assuming in connection with the proposed Transfer; (2) the transferee’s business or reputation is not suitable for the Building considering the business and reputation of the other tenants and the Building’s prestige, or would result in a violation of another tenant’s rights under its lease at the Building; (3) the transferee is a governmental agency or occupant of the Building; (4) Tenant is in default beyond any applicable notice and cure period; or (5) Landlord or its leasing agent has received a proposal from or made a proposal to the proposed transferee to lease space in the Building within six (6) months prior to Tenant’s delivery of written notice of the proposed Transfer to Landlord. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease or any liability hereunder.

B. If Tenant requests Landlord’s consent to a Transfer, Tenant shall submit to Landlord (i) financial statements for the proposed transferee, (ii) a copy of the proposed assignment or sublease, and (iii) such other information as Landlord may reasonably request. After Landlord’s receipt of the required information and documentation, Landlord shall either: (1) consent or reasonably refuse consent to the Transfer in writing; (2) in the event of a proposed assignment of this Lease, terminate this Lease (and thereby release Tenant from any further obligations under this Lease) effective the first to occur of ninety (90) days following written notice of such termination or the date that the proposed Transfer would have come into effect; and (3) in the event of a proposed subletting, terminate this Lease with respect to the portion of the Premises which Tenant proposes to sublease (and thereby release Tenant from any further obligations under this Lease with respect to such sublet portion) effective the first to occur of ninety (90) days following written notice of such termination or the date the proposed Transfer would have come into effect. Tenant shall pay Landlord a review fee of $500.00 for Landlord’s review of any Permitted Transfer or proposed Transfer. In addition, Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Landlord in connection with Landlord’s review of such proposed Transfer or Permitted Transfer.

C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other consideration which Tenant receives as a result of a Transfer that is in excess of the rent payable to Landlord hereunder for the portion of the Premises and Lease Term covered by the Transfer within ten (10) business days following receipt thereof by Tenant.

D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership or similar entity, and the person, persons or entity which owns or controls a majority of the voting interests at the time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another entity, the voting stock of which is so listed.

E. Tenant may assign its entire interest under this Lease or sublet the Premises (i) to any entity controlling or controlled by or under common control with Tenant or (ii) to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Tenant; (3) with respect to a Permitted Transfer to a proposed transferee described in clause (ii), such proposed transferee shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to Landlord’s reasonable satisfaction; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization.

12.  Construction Liens. Tenant will not permit any construction liens or other similar liens to be placed upon the Property. If a lien is attached to the Property, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes including, but not limited to, reasonable attorneys’ fees, shall be paid by Tenant to Landlord within thirty (30) days after demand as Additional Rent. Tenant shall within thirty (30) days after receiving such notice of lien or claim have such lien or claim released of record, or bonded over to the reasonable satisfaction of Landlord. Tenant’s failure to comply with the provisions of the foregoing sentence shall be deemed an Event of Default entitling Landlord to exercise all of its remedies therefor without the requirement of any additional notice or cure period.

13.  Insurance .

A. Landlord shall, at all times during the Lease Term, procure and maintain: (i) policies of insurance covering loss or damage to the Property in an amount equal to the full replacement cost of the Building, including leasehold improvements in the Premises, which shall provide protection against loss by fire and other all-risk casualties including earthquake and flood and such other property insurance as may be required by Landlord’s mortgagee or as otherwise desired by Landlord, and (ii) commercial general liability insurance applicable to the Building and the Common Areas, providing a minimum limit of $3,000,000.00 per occurrence.

B. Tenant shall procure and maintain, at its expense, (i) all-risk (special form) property insurance in an amount equal to the full replacement cost of Tenant’s Property located in the Premises; (ii) a policy or policies of general liability and umbrella or excess liability insurance applying to Tenant’s operations and use of the Premises, providing a minimum limit of $3,000,000.00 per occurrence and in the aggregate, naming Landlord and Landlord’s Building manager as additional insureds, (iii) automobile liability insurance covering owned, non-owned and hired vehicles in an amount not less than a combined single limit of $1,000,000.00 per accident, and (iv) workers’ compensation insurance in accordance with the laws of the State in which the Property is located and employer’s liability insurance in an amount not less than $1,000,000.00 each accident, $1,000,000.00 disease-each employee and policy limit, with the insurance policies required under this clause (iv) to be endorsed to waive the insurance carriers’ right of subrogation. Tenant shall maintain the foregoing insurance coverages in effect commencing on the earlier to occur of the Commencement Date and the date Tenant takes possession of the Premises, and continuing to the end of the Lease Term. Tenant may, at its election, provide the foregoing insurance coverage through blanket policies covering multiple locations of Tenant’s operations, provided that the Property shall be identified by schedule or otherwise and provided further that the foregoing limits shall apply to the Premises and Tenant’s Property as required herein.

C. The insurance requirements set forth in this Section 13 are independent of the waiver, indemnification, and other obligations under this Lease and will not be construed or interpreted in any way to restrict, limit or modify the waiver, indemnification and other obligations or to in any way limit any party’s liability under this Lease. In addition to the requirements set forth in Sections 13 and 14, the insurance required of Tenant under this Lease must be issued by an insurance company with a rating of no less than A-VIII in the current Best’s Insurance Guide or that is otherwise acceptable to Landlord, and admitted to engage in the business of insurance in the state in which the Building is located; be primary insurance for all claims under it and provide that any insurance carried by Landlord, Landlord’s Building manager, and Landlord’s lenders is strictly excess, secondary and noncontributing with any insurance carried by Tenant; and provide that insurance may not be cancelled, nonrenewed or the subject of change in coverage of available limits of coverage, except upon thirty (30) days’ prior written notice to Landlord and Landlord’s lenders. Tenant will deliver to Landlord a legally enforceable certificate of insurance on all policies procured by Tenant in compliance with Tenant’s obligations under this Lease on or before the date Tenant first occupies any portion of the Premises, at least ten (10) days before the expiration date of any policy and upon the renewal of any policy. Landlord shall have the right to approve all deductibles and self-insured retentions under Tenant’s policies, which approval shall not be unreasonably withheld, conditioned or delayed.

D. Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any loss or damage to any of the property of Landlord or Tenant, as the case may be, with respect to their respective property, the Building, the Property or the Premises or any addition or improvements thereto, or any contents therein, to the extent covered by insurance carried or required to be carried by a party hereto even though such loss might have been occasioned by the negligence or willful acts or omissions of the Landlord or Tenant or their respective employees, agents, contractors or invitees. Landlord and Tenant shall give each insurance company which issues policies of insurance, with respect to the items covered by this waiver, written notice of the terms of this mutual waiver, and shall have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible relates.

14.  Indemnity . To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor” ) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees” ) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct o