Landlord Waivers. In the case of # each headquarters location of the Loan Parties, each other location where any significant administrative or governmental functions are performed and each other location where the Loan Parties maintain any books or records (electronic or otherwise) and # any personal property Collateral located at any other premises leased by a [[Loan Party:Organization]] containing personal property Collateral with a value in excess of $500,000, the Loan Parties will provide the [[Administrative Agent:Organization]] with such estoppel letters, consents and waivers from the landlords on such real property to the extent # requested by the [[Administrative Agent:Organization]] and # the Loan Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the [[Administrative Agent:Organization]], it being acknowledged and agreed that any landlord waiver in the form of Exhibit N is satisfactory to the [[Administrative Agent:Organization]]).

The Landlord (or the Landlord’s authorized agent or representative) may enter the Premises under the following circumstances: in case of emergency, to make necessary or agreed on repairs, alterations, or improvements; to supply necessary or agreed on services; and to show the Premises to prospective or actual purchasers, tenants, workers, or contractors. The Landlord may also enter the Premises annually to inspect them for safety or maintenance problems. Except in cases of emergency, Tenant abandonment of the Premises, court order, or where it is impracticable to do so, and in the event of an extended absence as described in section XIII, the Landlord shall give the Tenant at least the minimum notice required by state law before entering and will enter the Premises only during normal business hours.

Notices to Landlord. Tenant shall notify Landlord in writing as soon as possible but in no event later than five (5) days after # the occurrence of any actual, alleged or threatened Release of any Hazardous Material in, on, under, from, about or in the vicinity of the Premises (whether past or present), regardless of the source or quantity of any such Release, or # Tenant becomes aware of any regulatory actions, inquiries, inspections, investigations, directives, or any cleanup, compliance, enforcement or abatement proceedings (including any threatened or contemplated investigations or proceedings) relating to or potentially affecting the Premises, or # Tenant becomes aware of any claims by any person or entity relating to any Hazardous Materials in, on, under, from, about or in the vicinity of the Premises, whether relating to damage, contribution, cost recovery, compensation, loss or injury. Collectively, the matters set forth in [clauses (i), (ii) and (iii) above] are hereinafter referred to as "Hazardous Materials Claims". Tenant shall promptly forward to Landlord copies of all orders, notices, permits, applications and other communications and reports in connection with any Hazardous Materials Claims. Additionally, Tenant shall promptly advise Landlord in writing of Tenant’s discovery of any occurrence or condition on, in, under or about the Premises that could subject Tenant or Landlord to any liability, or restrictions on ownership, occupancy, transferability or use of the Premises under any "Environmental Laws," as that term is defined below. Tenant shall not enter into any [[Organization A:Organization]] proceeding or other action, settlement, consent decree or other compromise with respect to any Hazardous Materials Claims without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to join and participate, as a party if Landlord so elects, in such proceedings and in no event shall Tenant enter into any agreements which are binding on Landlord or the Premises without Landlord’s prior written consent. Landlord shall have the right to appear at and participate in, any and all [[Organization A:Organization]] or other administrative proceedings concerning any Hazardous Materials Claim. For purposes of this Lease, "Environmental Laws" means all applicable present and future laws relating to the protection of human health, safety, wildlife or the environment, including, without limitation, # all requirements pertaining to reporting, licensing, permitting, investigation and/or remediation of emissions, discharges, Releases, or threatened Releases of Hazardous Materials, whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; and # all requirements pertaining to the health and safety of employees or the public. Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC § 9601, et seq., the Hazardous Materials Transportation Authorization Act of 1994, 49 USC § 5101, et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and Hazardous and Solid Waste Amendments of 1984, 42 USC § 6901, et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC § 1251, et seq., the Clean Air Act of 1966, 42 USC § 7401, et seq., the Toxic Substances Control Act of 1976, 15 USC § 2601, et seq., the Safe Drinking Water Act of 1974, 42 USC §§ 300f through 300j, the Occupational Safety and Health Act of 1970, as amended, 29 USC § 651 et seq., the Oil Pollution Act of 1990, 33 USC

Landlord Repair Obligations. Landlord shall be responsible, as a part of Operating Expenses, for repairs to and routine maintenance of the Building including without limitation: # exterior windows, window frames, window casements (including the repairing, resealing, cleaning and replacing of exterior windows); # exterior doors, door frames and door closers; # the Building (as opposed to the Premises) and Project plumbing, sewer, drainage, electrical, fire protection, life safety and security systems and equipment, existing heating, ventilation and air- conditioning systems, and all other mechanical and HVAC systems and equipment (collectively, the "Building Systems"), # the exterior glass, exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, including, without limitation, any painting, sealing, patching and waterproofing of exterior walls, and # repairs to the elevator in the Building and underground utilities, except to the extent that any such repairs are required due to the negligence or willful misconduct of Tenant (the "Landlord Repair Obligations"); provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Costs expended by Landlord in connection with the Landlord Repair Obligations shall be included in Operating Expenses to the extent allowed pursuant to the terms of Article 4, above. Landlord shall cooperate with Tenant to enforce any warranties that Landlord holds that could reduce Tenant's maintenance obligations under this Lease.

Landlord’s Proposal. Not later than one hundred twenty (120) days after Tenant has given valid notice of exercise of the applicable Extension Option, Landlord shall deliver to Tenant a good faith written proposal of the Prevailing Market Rate for the Premises for such Extension Term. At Tenant’s request, Landlord and Tenant shall meet to discuss the basis of Landlord’s proposed Prevailing Market Rate. Within forty five (45) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing # that Tenant accepts Landlord’s proposal or # that Tenant elects to submit the determination of Prevailing Market Rate to arbitration in accordance with Paragraph 3.3.6. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Prevailing Market Rate for the applicable Extension Term shall be binding upon Tenant.

Landlord’s Insurance. All insurance maintained by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control. Landlord shall keep in force throughout the Term commercial general liability insurance for the Common Areas and all risk or special form coverage insuring the Landlord and the Building, in such amounts and with such deductibles as Landlord determines in its sole discretion from time to time in accordance with sound and reasonable risk management principles. The cost of all such insurance is included in Operating Expenses. Landlord shall not be obligated to insure, and shall have no responsibility whatsoever for any damage to, any furniture, machinery, goods, inventory or supplies, or other personal property or fixtures which Tenant may keep or maintain in the Premises, or the Tenant Improvements or any Alterations made by or for Tenant during the Term.

Landlord’s Allowance. For purposes of this Paragraph 3, the Third Floor Additional Premises and the Fourteenth Floor Additional Premises are sometimes referred to collectively as the “Additional Premises” and the Third Floor Alterations and the Fourteenth Floor Alterations are sometimes referred to collectively as the “Additional Premises Alterations.” Landlord shall contribute toward the cost of the design, construction and installation of the Additional Premises Alterations an amount not to exceed Thirty Six Thousand Dollars ($36.000.00) (“Landlord’s Allowance”). No portion of Landlord’s Allowance may # be applied to the cost of any other equipment or furniture, or trade fixtures, moving expenses, signage or free rent, # be applied to any portion of the Additional Premises which is then the subject of a sublease, or # be used to prepare any portion of the Additional Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary in this Paragraph 3, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only until December 31, 2010 (the “Forfeit Date”). Accordingly, if any portion of Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) on or before the Forfeit Date, then such unused portion shall be forfeited by Tenant.

Landlord Maintenance Obligation. Except as otherwise provided in this Lease and subject to normal wear and tear, Landlord at its expense (subject to reimbursement pursuant to [Exhibit E] if and to the extent permitted thereby) shall keep the Building Structure and Systems, as well as the Amenities and all other Property Common Areas which have a material effect on Tenant’s use of or access to the Premises, or the provision of the services Landlord is obligated to provide pursuant to the terms of this Lease, clean and in good operating condition and repair and, promptly after becoming aware of any item needing repair or replacement, will make such repair or replacement thereto. Notwithstanding any of the foregoing to the contrary: # maintenance and repair of all Tenant Items shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and # Tenant shall be responsible for the reasonable cost of any repairs whatsoever brought about by any negligence or willful misconduct of Tenant or any Agent.

Landlord’s Liability. The liability of Landlord hereunder shall be limited to its interest in the Leased Property.

Payments to Landlord. Notwithstanding anything to the contrary contained in the Lease, any and all amounts due and payable by Tenant to Landlord shall be in the form of # business checks, # wire transfers, # electronic funds transfers, and # automated clearing house payments. Any other forms of payment are not acceptable to Landlord including, without limitation # cash or currency, # cashier's checks and money orders, # traveler's checks, # payments from credit unions or other non-bank financial institutions, # multiple payments for one (1) scheduled payment, and # third party checks.