DEED OF LEASE AGREEMENT

Lease Agreement

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FOUNDRY PARK I, LLC | FOUNDRY PARK II, LLC | MEADWESTVACO CORPORATION | New Market Development Corporation

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Title: DEED OF LEASE AGREEMENT
Governing Law: Virginia Date: 2/26/2007
Industry: Chemical Manufacturing Sector: Basic Materials

DEED OF LEASE AGREEMENT, Parties: foundry park i llc , foundry park ii llc , meadwestvaco corporation , new market development corporation

Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission.

Exhibit 10.2

DEED OF LEASE AGREEMENT

by and between

FOUNDRY PARK I, LLC, a Virginia limited liability company

("Landlord")

and

MEADWESTVACO CORPORATION, a Delaware corporation

("Tenant")

dated

January 11, 2007

TABLE OF CONTENTS


		Page
1.	Basic Terms and Definitions.	3
2.	Building and Demised Premises.	13
3.	Security Deposit.	15
4.	Term.	15
5.	Possession.	17
6.	Rental Payments.	21
7.	Base Rental.	23
8.	Additional Rental.	24
9.	Operating Expenses.	25
10.	Payments.	30
11.	Interest.	31
12.	Use Rules; Hazardous Substances.	31
13.	Repairs by Landlord and Alterations by Tenant.	33
14.	Repairs by Tenant.	37
15.	Landlord’s Right of Entry.	37
16.	Insurance.	38
17.	Waiver of Subrogation.	40
18.	Tenant’s Default.	40
19.	Waiver of Breach.	43
20.	Assignment and Subletting.	43
21.	Destruction.	46
22.	Removal of Fixtures, Equipment and Effects.	50
23.	Services by Landlord.	51
24.	Attorneys’ Fees.	52
25.	Time.	53
26.	Subordination and Attornment.	53
27.	Cumulative Rights.	55
28.	Holding Over.	56
29.	Surrender of Premises.	56
30.	Notices.	56
31.	Damage or Theft of Personal Property.	57
32.	Eminent Domain.	57
33.	Parties.	60
34.	Reciprocal Indemnification Provisions.	60
35.	Force Majeure.	60
36.	Landlord’s Liability.	61
37.	Landlord’s Covenant of Quiet Enjoyment.	61
38.	Lease.	62
39.	Submission of Lease.	62
40.	Severability.	62
41.	Entire Agreement.	62
42.	Governing Law.	62
43.	Headings.	62


44.	Exhibits and Recitals.	62
45.	Extension Options.	63
46.	Expansion Site.	65
47.	Tenant’s Purchase Rights.	66
48.	Rights of First Offer to Lease.	68
49.	Right of First Refusal to Lease.	70
50.	Parking.	71
51.	Building Signage and Directory Listings.	72
52.	Furnishing of Financial Information.	73
53.	Landlord’s Default.	73
54.	Short Form.	74
55.	Building Security.	75
56.	Brokers and Advisors Fees.	75
57.	Development of Foundry Park .	75
58.	Building Name.	80
59.	Counterparts.	81



EXHIBITS

Exhibit A		Real Property Description

Exhibit A-1		Plat of Foundry Park

Exhibit B		Conceptual Site Plan

Exhibit C		Supplemental Agreement

Exhibit D		Work Letter
		Schedule A: Concept Design Drawings
		Schedule B: Scope of Work
		Schedule C: Approved Schedule
		Schedule D: Final Certification Form

Exhibit E		Building Standard Services

Exhibit F		Rules and Regulations

Exhibit G		Form Subordination, Non-Disturbance and Attornment Agreement

Exhibit H		Tenant’s List of Competitors

DEED OF LEASE AGREEMENT

THIS DEED OF LEASE AGREEMENT (this " Lease "), is made and entered into this 11 day of January 2007 (the " Effective Date "), by and between Landlord and Tenant.

W I T N E S S E T H :

For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, receipt of which is hereby recognized by the parties, Landlord and Tenant hereby covenant and agree as follows:

Landlord, in consideration of the covenants and agreements to be performed by Tenant, and upon the terms and conditions of this Lease, does hereby rent and lease to Tenant, and Tenant does hereby rent and lease from Landlord, the Demised Premises, together with any and all appurtenances thereto, including without limitation, the non-exclusive right to use the Project Common Areas, the Building Parking Facilities, the access road located within Foundry Park running between South Fifth Street and South Seventh Street as shown on the Conceptual Site Plan, all points of access located within Foundry Park from the Building to any public right of way and the common accessways, walkways, driveways and plazas within Foundry Park, all in accordance with the terms and provisions of this Lease.

The definitions of certain of the terms used hereinafter with capital letters are set forth in Article 1 hereof.

RECITALS

A. Landlord, Foundry Park II and their Affiliates intend to construct and develop an office park and mixed-use development named " Foundry Park " in the City of Richmond, Virginia on the Real Property and on the Foundry Park II Parcel. The boundaries of the Real Property are set forth in the description attached hereto as Exhibit A and the boundaries of Foundry Park are set forth in the plat attached hereto as Exhibit A-1 , the boundaries of the Foundry Park II Parcel being identified as "Parcel B" thereon.

B. The Building, the Building Parking Facilities and the Site Work will be designed and constructed in accordance with the Work Letter and the Plans and Specifications.

1. Basic Terms and Definitions .

1.1 Basic Terms . For the convenience of the parties, certain basic terms of this Lease are set forth in this Article 1.1 . The provisions of this Article 1.1 are subject to and shall be interpreted in light of the remaining terms and conditions of this

Lease. To the extent that the terms of this Article 1.1 differ from the other terms and conditions of this Lease, the other terms and conditions of this Lease are to govern.


1.1.1		Landlord: Foundry Park I, LLC, a Virginia limited liability company

1.1.2		Landlord’s Address: c/o New Market Corporation 300 South Fourth Street 2 ^nd Floor Richmond, Virginia 23219

1.1.3		Tenant: MeadWestvaco Corporation, a Delaware corporation

1.1.4		Tenant’s Address:

		Pre-Occupancy MeadWestvaco Corporation 11013 West Broad Street Glen Allen, Virginia 23060 Attention: Corporate Secretary

		Post-Occupancy The Building Address Attention: Corporate Secretary

1.1.5		Building Address: To be confirmed in the Supplemental Agreement

1.1.6		Net Rentable Area within the Demised Premises: Approximately 310,607 rentable square feet, subject to final determination and adjustment as provided in this Lease.

1.1.7		Net Rentable Area of the Building: Approximately 310,607 rentable square feet, subject to final determination and adjustment as provided in this Lease.


1.1.8		Lease Term: Beginning on the Full Rent Commencement Date and ending on the Lease Expiration Date as more particularly set forth in Article 4.1 hereof and subject to extension as provided in Article 45 hereof.

1.1.9		Base Rental: Base Rental rates shall be structured on a [*]. Base Rental shall be equal to the product of the Landlord’s Cost multiplied by the Rent Constant, and shall be payable in equal monthly installments, except as otherwise expressly provided in this Lease; provided, however, that Base Rental shall be reduced if Tenant exercises its contraction or early termination rights as more particularly set forth herein. The Base Rental shall escalate [] percent ([**]%) each Lease Year on the anniversary of the Full Rent Commencement Date over the previous Lease Year’s Base Rental Rate.

1.2 Definitions . For the purpose of this Lease, the following terms shall have the meanings ascribed to them in this Lease and capitalized terms not otherwise expressly defined herein shall have the meaning ascribed to them in the Work Letter attached hereto as Exhibit D .

Affiliate : Any corporation, limited liability company or partnership that is more than fifty percent (50%) owned by Tenant, Landlord or Foundry Park II, as applicable, or that directly or indirectly controls, is controlled by or is under common control of Tenant, Landlord or Foundry Park II, as applicable.

Amenity Uses : Is defined in Article 57.1.4 hereof.

Anchor Tenant : The tenant with the largest Net Rentable Area in each building, other than the Building, located within Foundry Park.

Approval, Approve, or Approved : Is defined in Section 1.1(c) of the Work Letter.

Base Building Work : Is defined in Section 1.1(i) of the Work Letter.

Base Rental : Is defined in Article 7 hereof.

Base Year : Is defined in Article 8.4 hereof.

Brokers : Is defined in Article 56 hereof.

Building : That certain high-rise office building that is currently planned for ten (10) stories (subject to Tenant’s expansion or contraction rights set forth herein) to be constructed on the Real Property, all as more particularly described in the Work Letter and documents referenced therein.

Building Common Areas : All hallways, lobbies, corridors, elevators, entrances and exits, restrooms, stairways and other similar areas within the Building and the Building Parking Facilities, excluding the Demised Premises, that are for the common use of all tenants of the Building, provided that for so long as Tenant is the sole tenant of the Building, such areas are to be for the exclusive use of Tenant; provided, however, that Landlord shall have the right to access and use such areas in accordance with the terms of this Lease.

Building Operating Hours : During the Lease Term, from 7:00 a.m. to 7:00 p.m. on Monday through Friday (excluding legal holidays) and from 8:00 a.m. to 1:00 p.m. on Saturday (excluding legal holidays). There will be no Building Operating Hours on Sundays or legal holidays and Landlord shall not be obligated to maintain or operate the Building at such times, except as provided in this Lease, unless special arrangements are made by Tenant. Notwithstanding anything in the foregoing to the contrary, Tenant shall have access to and use of the Demised Premises, including but not limited to, essential services such as electricity, heating and air conditioning, on a twenty-four (24) hours per day, seven (7) days per week basis, provided that Tenant shall be subject to such actual and direct costs incurred by Landlord in providing such services outside the Building Operating Hours pursuant to Article 23 and Exhibit E of this Lease.

Building Parking Facilities : Those certain eight (8) levels of parking located on the Real Property initially containing at least one thousand fifty (1,050) parking spaces as shown on the Concept Design Drawings attached to the Work Letter as Schedule A . Prior to January 31, 2007, Tenant may reduce the number of planned parking spaces, subject to all applicable laws, statutes, rules, ordinances, regulations, covenants and restrictions, upon consultation with and approval from Landlord, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, it shall be deemed reasonable for Tenant to reduce the number of planned parking spaces to as few as two and one-half (2 ¹ / 2 ) spaces per one thousand (1,000) square feet of Net Rentable Area of the Building, provided such reduction is in accordance with all applicable laws, statutes, rules, ordinances, regulations, covenants and restrictions.

Building Standard Services : Is defined in Exhibit E attached hereto.

CADD : Is defined in Article 2.2 hereof.

Casualty : Is defined in Article 21 hereof.

Clerk’s Office : Is defined in Article 54 hereof.

Commencement Date : Is defined in Article 5.1 hereof.

Conceptual Site Plan : The Site Plan for Foundry Park attached hereto as Exhibit B .

Contraction Space : Is defined in Article 4.3 hereof.

Damage Date : Is defined in Article 21.1 hereof.

Delivery Date : Is defined in Article 5.1.1 hereof.

Demised Premises : All of the Net Rentable Area on the ten (10) floors of the Building (subject to Tenant’s expansion and contraction rights set forth herein).

Design Development Documents : Is defined in Section 1.1(p) of the Work Letter.

Determination Rate : A variable rate of interest equal to the Prime Rate plus [***] percent ([***]%), but in no event exceeding the legal limits for interest enforceable under applicable law.

Effective Date : Is defined in the Preamble of this Lease.

Environmental Laws : Means any federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies or rules of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretations thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Substances.

Environmental Report : Is defined in Article 12.2 hereof.

Estimated Base Rental : Is defined in Article 6.2 hereof.

Excusable Delays: Is defined in Section 1.1(t) of the Work Letter.

Expansion Space : Is defined in Article 46 hereof.

Expansion Work : Is defined in Article 46 hereof.

First Extended Term : Is defined in Article 45.1 hereof.

First Contraction Right : Is defined in Article 4.3 hereof.

Floor Commencement Date : Is defined in Article 5.1.1 hereof.

Foundry Park : Is defined in the Recitals of this Lease.

Foundry Park II : Is defined in Article 37 of this Lease.

Foundry Park II Common Areas : Means and includes all driveways and roadways now or hereafter located within the Foundry Park II Parcel, all plaza areas and walkways now or hereafter located within the Foundry Park II Parcel, all utility lines, pipes, wires, cables and other utility facilities now or hereafter located within and serving the Foundry Park II Parcel or otherwise exclusively serving the Foundry Park II Parcel (except such utility facilities serving specific tenants), any retention or detention facilities now or hereafter serving the Foundry Park II Parcel, any storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment now or hereafter located within the Foundry Park II Parcel, all grounds and landscaping within the Foundry Park II Parcel, the auto court and any other portions of the Foundry Park II Parcel that Landlord shall from time to time designate as part of the Foundry Park II Common Areas for the general use of all of the occupants of the Foundry Park II Parcel.

Foundry Park II Parcel : That certain parcel of real property contiguous to the Real Property constituting approximately three and eight hundred ninety-six one thousandths (3.896) acres located in Foundry Park in the City of Richmond, Virginia, as more particularly described as Parcel B in Exhibit A-1 attached hereto.

Full Rent Commencement Date : Is defined in Article 6.2 hereof.

GAAP : United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the specified period.

Hazardous Substances : Are (i) any hazardous, toxic or dangerous substance, waste or material as defined by any Environmental Law, (ii) any other pollutant, contaminant, hazardous substance, solid waste, hazardous waste, particulate matter, airborne or otherwise, chemical waste, crude oil or any fraction thereof, radioactive waste, petroleum or petroleum-derived substance or waste, asbestos, PCBs, radon gas, all forms of natural gas, or any hazardous or toxic constituent of any of the foregoing, whether such substance is in liquid, solid or gaseous form.

HVAC : Is defined in Article 6.2 hereof.

Improvement Allowance : Is defined in Section 1.1(w) of the Work Letter.

Landlord : Foundry Park I, LLC, a Virginia limited liability company.

Landlord Contractor Phased Delivery of the Building : Is defined in Article 5.1.2 hereof.


Landlord Indemnities :		Is defined in Article 34 hereof.

Landlord’s Address :		c/o New Market Corporation
		300 South Fourth Street
		2 ^nd Floor
		Richmond, Virginia 23219

or such other address as Landlord may designate from time to time by written notice to Tenant in accordance with Article 30 hereof.

Landlord’s Contractor : Whiting-Turner Contracting Company.

Landlord’s Cost : Is defined in Section 1.1(aa) of the Work Letter.

Lease : Is defined in the preamble to this Lease.

Lease Expiration Date : The Lease Term shall end at 11:59 p.m. (local Richmond, Virginia time) on the day prior to the day that is six (6) months after the thirteenth (13 ^th ) anniversary of the Full Rent Commencement Date, unless the Full Rent Commencement Date shall not be the first day of a calendar month; and, in such latter event the Lease Term shall end at 11:59 p.m. (local Richmond, Virginia time) on the last day of the calendar month in which the day that is prior to the day that is six (6) months after of the thirteenth (13 ^th ) anniversary of the Full Rent Commencement Date occurs, provided that the Lease Term shall be subject to extension as provided in Article 45 hereof.

Lease Term : Is defined in Article 4.1 hereof.

Lease Year : Lease Year shall mean each successive twelve (12) month period during the Lease Term beginning on the Full Rent Commencement Date, or if the Full Rent Commencement Date is not the first day of the calendar month, then the Lease Year shall consist of the first twelve (12) consecutive full calendar months of this Lease plus the remaining calendar days in the month in which the Full Rent Commencement Date occurs.

Milestones : Is defined in Section 3.2(a) of the Work Letter.

Mortgage : Is defined in Article 26.2 hereof.

Mortgagee : Is defined in Article 26.2 hereof.

Net Rentable Area : Is defined and shall be determined based on the BOMA Z65.1 1996 standards for measuring office space.

Notice Date : Is defined in Article 21.1.2 hereof.

Offer Notice : Is defined in Article 49.1 hereof.

Offered Property : Is defined in Article 47.1 hereof.

Offered Space : Is defined in Articles 48 and 49 hereof.

Open for Business Date : Is defined in Article 5.1.1 hereof.

Operating Costs : Is defined in Articles 9.2 and 9.3 hereof.

Operating Expenses : Is defined in Article 9.1 hereof.

Plans and Specifications : Is defined in Section 1.1(ll) of the Work Letter.

Prime Rate : A variable rate of interest equal to the "prime rate" as published from time to time by the Wall Street Journal , or a similar industry standard publication or agency, as its prime rate.

Project : The Building; the Real Property; the Building Parking Facilities; any walkways or other means of access to the Building and the Building Parking Facilities located on the Real Property; all Project Common Areas, including any lobbies or plazas; and any other improvements or landscaping on the Real Property, as such Project may be changed or altered in accordance with the terms of this Lease.

Project Architect : MSTSD, Inc., or such other architect as Landlord may designate by notice to Tenant in accordance with Article 30 hereof.

Project Common Areas : Means and includes all driveways and roadways now or hereafter located within the Project, all plaza areas and walkways now or hereafter located within the Project, all utility lines, pipes, wires, cables and other utility facilities now or hereafter located within and serving the Project or otherwise exclusively serving the Demised Premises (except such utility facilities serving specific tenants), any retention or detention facilities now or hereafter serving the Project, any storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment now or hereafter located within the Project, all grounds and landscaping within the Project, all covered walkways or other means of access to the Building and the Building Parking Facilities located within or directly serving the Project, the Building Common Areas and any other portions of the Project that Landlord shall from time to time designate as part of the Project Common Areas for the general use of all of the occupants of the Building; provided, however, that Landlord must obtain Tenant’s Approval before any portion of the Project not considered Project Common Areas as of the Effective Date becomes part of the Project Common Areas, which Approval may not be unreasonably withheld, conditioned or delayed.

Proposed Lease : Is defined in Article 49 hereof.

Proposed Tenant : Is defined in Articles 48 and 49 hereof.

Punch List Items : Is defined in Section 3.3(h) of the Work Letter.

Real Property : That certain real property constituting approximately three and one hundred fifty-five one thousandths (3.155) acres located in Foundry Park in the City of Richmond, Virginia, as more particularly described in Exhibit A and Exhibit A-1 attached hereto. The location of the as-built Building on the Real Property shall be

confirmed by a revision to the ALTA Survey that was prepared on behalf of Landlord as of the Effective Date. Such revision shall be prepared on behalf of Landlord, shall be reasonably acceptable to Tenant and shall be delivered to Tenant on or before the date the Supplemental Agreement is executed by both parties.

Refurbishment Allowance . Is defined in Section 1.1(pp) of the Work Letter.

Rent : Base Rental, Estimated Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental, and any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including without limitation any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant.

Rent Commencement Date : Is defined in Article 6.2 hereof.

Rent Constant : [***] percent ([***]%), which is not subject to change except for the Expansion Space as set forth in Article 46 .

Response Period : Is defined in Article 47.1.1 hereof.

Restrictions : Is defined in Article 57 hereof.

Right of First Refusal : Is defined in Article 49 hereof.

Rules and Regulations : Those Rules and Regulations attached hereto as Exhibit F as the same may be reasonably modified or supplemented and noticed in writing to Tenant from time to time by Landlord in accordance with Article 12.1 hereof.

Sales Offer Notice : Is defined in Article 47.1.1 hereof.

Schematic Base Building Plans : Is defined in Section 1.1(rr) of the Work Letter.

Second Contraction Right : Is defined in Article 4.3 hereof.

Second Extended Term : Is defined in Article 45.3 hereof.

Site Work : Is defined in Section 1.1(tt) of the Work Letter.

Special Secured Areas : Is defined in Article 15 hereof.

Substantial Completion and Substantially Complete : Are defined in Section 1.1(uu) of the Work Letter.

Successor : Is defined in Article 20.2 hereof.

Supplemental Agreement : A Supplemental Agreement substantially in the form of Exhibit C attached hereto specifying the Building Address, the Commencement Date, the Rent Commencement Date, the Full Rent Commencement Date, the Lease Expiration Date, Base Rental, the percentage difference between the Ten Year Treasury Note Rate and the Rent Constant, the Net Rentable Area of the Building and the Net Rentable Area within the Demised Premises, and attached to the Supplemental Agreement shall be the final floor plans of the Building. The Supplemental Agreement shall be executed by Landlord and Tenant in accordance with Article 4 hereof.

Taxes : Is defined in Article 9.2.10 hereof.

Tenant : MeadWestvaco Corporation, a Delaware corporation.

Tenant Alterations : Improvements, alterations or additions to the Demised Premises performed by or on behalf of Tenant; provided, however, Tenant Alterations shall specifically exclude the Tenant Improvements.

Tenant Contractor Phased Delivery of the Building : Is defined in Article 5.1.1 hereof.

Tenant Delay : Is defined in Section 1.1(vv) of the Work Letter.

Tenant Improvement Cost : Is defined in Section 1.1(ww) of the Work Letter.

Tenant Improvements : Is defined in Section 1.1(yy) of the Work Letter.

Tenant Indemnities : Is defined in Article 34 hereof.

Tenant’s Additional Rental : Is defined in Article 8.2 hereof.

Tenant’s Address : (See Article 1.1.4 ) or to such other address as Tenant may designate from time to time by written notice to Landlord in accordance with Article 30 hereof.

Tenant’s Architect : The architect or interior design consultant Tenant designates by written notice to Landlord in accordance with Article 30 hereof.

Tenant’s Forecast Additional Rental : Is defined in Article 8.1 hereof.

Tenant’s Notice : Is defined in Article 49.1 hereof.

Tenant’s Response : Is defined in Article 47.1.1 hereof.

Ten Year Treasury Note Rate : A variable rate of interest equal to the Ten Year U.S. Treasury Constant Maturity Rate as published from time to time by the U.S. Department of the Treasury.

Termination Date : Is defined in Article 4.2 hereof.

Terminated Space : Is defined in Article 4.2 hereof.

Turnover Date : Is defined in Article 5.1.2 hereof.

Valuing Brokers : Is defined in Article 45.2 hereof.

Work Letter : That certain Work Letter attached hereto as Exhibit D .

2. Building and Demised Premises .

2.1 Building . The Building in which the Demised Premises shall be located shall be constructed by Landlord on the Real Property at the location depicted on the Conceptual Site Plan attached hereto as Exhibit B and in accordance with this Lease and all exhibits hereto. Prior to January 31, 2007, Tenant shall have the right to expand or contract the Building by up to two (2) floors during the Building design phase as set forth in the Work Letter. The floor area for the Building shall be calculated based on the approved design by Tenant as set forth in the Work Letter.

2.2 Demised Premises . The Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building shall be measured by Landlord or its designated agent using the Computer Aided Drafting and Design (" CADD ") system based on BOMA Z65.1 1996 requirements (as opposed to field surveys) as soon as practicable during or after the construction of the Building. Landlord shall notify Tenant in writing of Landlord’s determination of such measurements and the calculation of the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building promptly following such measurements, and such measurements shall be confirmed by Landlord and Tenant pursuant to the provisions of Article 2.3 hereof. The parties agree that if there arises a dispute as to any rights, obligations or abatements arising under Articles 2.1 , 2.2 or 2.3 , such dispute shall first be submitted to non-binding mediation for resolution, the format for such mediation to be reasonably acceptable to both parties. The costs of such non-binding mediation shall be shared equally by Landlord and Tenant.

2.3 Confirmation of Demised Premises . In accordance with Article 4 and Article 6 , and in addition to those items set forth in Article 4 , Landlord and Tenant agree to execute the Supplemental Agreement and include the following:

2.3.1 Confirm the size, location and configuration of the Demised Premises and attach "as-built" construction documents for the Base Building Work and Tenant Improvements; and

2.3.2 Confirm the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building. All measurements shall be made in accordance with Article 2.2 ; provided, however, that either party shall have the right,

within thirty (30) days following the delivery of written notice of such measurement to Tenant, to request field surveys by the Project Architect (the cost of which shall be paid solely by the requesting party), and, if such field surveys reveal that the total Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as determined based upon Landlord’s CADD measurements and BOMA Z65.1 1996 requirements, was incorrect by more than one-half of one percent (0.5%), then the Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as the case may be, shall be corrected based upon the measurements determined by the Project Architect; provided, however, that within thirty (30) days following the delivery to Tenant of written notice of the Project Architect’s measurements, Tenant, at its sole cost and expense, may elect to have Tenant’s Architect determine such measurements. If one of the parties elected to have the Project Architect perform field surveys and the Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building, as determined based upon Tenant’s Architect’s measurements, differs at all from the total Net Rentable Area within the Demised Premises or the Net Rentable Area of the Building based upon the Project Architect’s measurements, then the final determination of the Net Rentable Area within the Demised Premises and the Net Rentable Area of the Building shall be made based on the measurements chosen by an independent architect jointly selected by Landlord and Tenant, provided that such independent architect shall be limited to choosing either (i) the Project Architect’s measurements or Landlord’s CADD measurements, as the case may be, or (ii) the measurements of Tenant’s Architect, whichever measurements such independent architect shall believe to be more nearly correct. The fees and expenses of the independent architect shall be shared equally by Landlord and Tenant. Landlord and Tenant do hereby agree that the architects referred to in this Article 2.3.2 shall make only measurements of the respective areas and the parties will determine together the final Net Rentable Area within the Demised Premises and the final Net Rentable Area of the Building based upon the provisions of this Lease.

2.4 Landlord Reservations .

2.4.1 Tenant shall permit Landlord to install, use and maintain pipes, ducts and conduits within or through the Demised Premises, or through the walls, columns and ceilings therein, provided that the installation work is performed at such times and by such methods as will not reduce the Net Rentable Area within the Demised Premises or unreasonably interfere with Tenant’s use and occupancy of the Demised Premises or damage the appearance thereof. Any plans and specifications showing such work and the contractor performing such work, now or in the future, shall have Tenant’s Approval, such Approval not to be unreasonably withheld, conditioned or delayed, and such contractor shall carry such insurance as would reasonably be expected for the work being conducted with endorsements naming Tenant as an additional insured thereunder as its interests may appear.

2.4.2 The exercise of any right reserved to Landlord under this Article 2.4 shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rent (except as specifically provided herein), or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or Landlord’s agents.

3. Security Deposit .

None required.

4. Term .

4.1 Lease Term . The term of this Lease (the " Lease Term ") shall commence on the Full Rent Commencement Date and, unless sooner terminated or extended as provided in this Lease, shall end on the Lease Expiration Date; provided, however, that the Lease Term shall be subject to extension as provided in Article 45 hereof. Promptly after obtaining all information required to be included in the Supplemental Agreement, Landlord and Tenant shall execute the Supplemental Agreement. Notwithstanding the foregoing, upon the Delivery Date or Turnover Date, as the case may be, for any floor of the Building or such earlier access date provided for in Article 5.3 hereinafter, Tenant and Landlord, where applicable, shall abide by the terms and conditions of this Lease, as if the Lease Term had already commenced, except that Tenant shall have no obligation to pay Rent or any portion thereof until it becomes due in accordance with Article 6 hereof.

4.2 Early Termination . Provided Tenant is not then in default beyond any applicable notice and cure periods under the terms of this Lease, beginning on [***], Tenant shall have the on-going right to terminate this Lease. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to terminate the Lease, and termination shall become effective on the date that is [***] ([***])[***] after Tenant’s delivery of such notice (the " Termination Date "). Tenant shall have the right to terminate this Lease with respect to all or any portion of the Demised Premises (the " Terminated Space "), provided, however, that if Tenant terminates this Lease with respect to only a portion of the Demised Premises, the space being terminated must be on a full floor basis. At the time Tenant delivers its notice of early termination to Landlord and as a pre-condition to the effectiveness of such notice, Tenant shall pay to Landlord an amount equal to [***], both dates being inclusive for purposes of calculating [***]. The cost of all unamortized Tenant Improvements and brokerage commissions are embedded in [***] and therefore are embedded into [***]. Tenant shall also be responsible for all [***] incurred in connection with such termination.

4.3 Contraction Right .

4.3.1 Provided Tenant is not then in default beyond any applicable notice and cure periods under the terms of this Lease, beginning on [***], Tenant shall have a one-time right (the " First Contraction Right ") to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space (as hereinafter defined)

shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to contract the Demised Premises, and such contraction shall become effective on the date that is [***] ([***])[***] after Tenant’s delivery of such notice.

4.3.2 Subject to the same terms and conditions as set forth in Article 4.3.1 above and provided the Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***] beginning on the [***], Tenant shall again have a one-time right (the " Second Contraction Right ") to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***])[***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Notwithstanding the foregoing, in the event that Tenant does not exercise its First Contraction Right and the Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***], as a part of its Second Contraction Right, Tenant shall have the right to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises; provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable.

4.3.3 Any such released space shall be deemed " Contraction Space " for purposes hereof. Promptly after receipt of Tenant’s notice of exercise of either the First Contraction Right or the Second Contraction Right, Landlord shall prepare, or cause to be prepared, and submit to Tenant preliminary plans for the construction of the demising walls and other necessary improvements consistent herewith, which preliminary plans shall include a proposed schedule for such construction. Within ten (10) business days after receipt of such preliminary plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant’s commercially reasonable objections. Upon receipt of Tenant’s notice of objections, Landlord will prepare or cause to be prepared revised preliminary plans to address such objections as Landlord deems commercially reasonable, and Landlord shall submit the revised preliminary plans to Tenant. Upon submittal to Tenant of the revised preliminary plans, and upon submittal of any further revisions, the procedures described above will be repeated until the preliminary plans are approved by Tenant. If the parties do not resolve such objections within thirty (30) business days from the date of Tenant’s initial receipt of the preliminary plans, the parties hereto agree to submit their dispute to non-binding mediation. If Tenant does not respond to Landlord in writing within any such ten (10) business day period, the preliminary plans for the proposed construction shall be deemed approved by Tenant. All costs and expenses for the preparation of such plans and for the construction in accordance therewith shall be included in Operating Expenses (solely chargeable to Tenant). In addition, such construction referenced in this Article 4.3.3 shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided such

plans are adhered to, subject to Excusable Delays and Tenant Delays. The Contraction Space shall be measured and calculated by Landlord using BOMA Z65.1 1996 standards (such reasonable fee to be included in Operating Expenses) for measuring office space and shall be subject to verification by Tenant’s Architect.

4.3.4 Upon the effective date of the release of such Contraction Space, Tenant shall pay Landlord an amount equal to [***] (including [***] and any [***]) attributable to the Contraction Space and brokerage commissions paid by Landlord on account of this Lease proportionate to such Contraction Space ([***] percent [***]%). Tenant shall also be responsible for all [***] in connection with such contraction.

4.3.5 In the event that Tenant elects to exercise either the First Contraction Right or the Second Contraction Right, Landlord and Tenant shall promptly execute an amendment to this Lease confirming same. Such amendment shall confirm the total square feet of the Net Rentable Area within the Demised Premises, the Base Rental and Tenant’s Forecast Additional Rental as adjusted to reflect the contraction of the Demised Premises.

4.3.6 In the event Tenant exercises either the First Contraction Right or Second Contraction Right, the selection by Landlord of office tenants to occupy the Contraction Space shall be subject to the requirements of Articles 57.1.2 and 57.3 , but shall not be subject to Tenant’s Approval so long as each such office tenant is reasonably considered to be of a quality consistent with other first-class tenants in Class "A" office buildings in downtown Richmond, Virginia.

4.3.7 Any reduction in the Demised Premises shall be deemed to be reduced pursuant to either the First Contraction Right or the Second Contraction Right, as applicable, and not pursuant to Tenant’s early termination right provided in Article 4.2 hereof, unless otherwise explicitly set forth by Tenant in writing.

5. Possession .

5.1 Delivery Date and Commencement Date .

5.1.1 If Tenant elects to use a contractor other than Landlord’s contractor (for purposes herein "Tenant’s contractor") to construct the Tenant Improvements, then this Article 5.1.1 shall set forth the Commencement Date for this Lease and each Floor Commencement Date. The Building shall be turned over to Tenant in phases (in accordance with the phasing schedule set forth below) upon the Substantial Completion of the Base Building Work for each floor within such phase of the Building (the " Tenant Contractor Phased Delivery of the Building "). The actual date Tenant’s contractor is granted access to a floor to complete the Tenant Improvements in accordance with the terms of this Lease shall be known as such floor’s " Delivery Date ". The " Commencement Date " of this Lease shall occur upon the earlier to occur of either (a) the date that is six (6) months after the Delivery Date of Phase I (which anticipated date is set forth below and as provided in the immediately preceding sentence), i.e. , the

date that is six (6) months after the date the initial phase (as set forth below) is turned over by Landlord to Tenant in accordance with the terms of this Lease, or (b) the date Tenant occupies and begins its beneficial interest in any floor of the Building (the " Open for Business Date "), i.e. , the date Tenant opens for business on any floor of the Building. Thereafter, and notwithstanding the foregoing, the commencement date for each floor of the Building (a " Floor Commencement Date ") shall continue to occur on a floor by floor basis in accordance with the phasing schedule set forth below and the terms of this Lease until such time as this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises. The Tenant Contractor Phased Delivery of the Building shall occur as follows such that access shall be granted to Tenant’s contractor for purposes of construction of the Tenant Improvements within such Phase:


Phase		Anticipated Delivery Date
Phase I — Floors B1 & B2		March 1, 2009
Phase II — Floors 1, 2 & 3		April 1, 2009
Phase III — Floors 4, 5 & 6		May 15, 2009
Phase IV — Floors 7 & 8		June 15, 2009
Phase V — Floors 9 & 10		July 1, 2009

5.1.2 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, then this Article 5.1.2 shall set forth the Commencement Date for this Lease and each Floor Commencement Date. The Building shall be turned over to Tenant in phases (in accordance with the phasing schedule set forth below) upon the Substantial Completion of the Base Building Work and the Tenant Improvements for each floor within such phase of the Building (the " Landlord Contractor Phased Delivery of the Building "). The actual date Tenant is granted access to a floor with the Base Building Work and the Tenant Improvements Substantially Completed in accordance with the terms of this Lease shall be known as such floor’s " Turnover Date ". The " Commencement Date " of this Lease shall occur upon the earlier to occur of either (a) the date that is sixty (60) days after the Turnover Date of Phase I (which anticipated date is set forth below and as provided in the immediately preceding sentence), i.e. , the date that is sixty (60) days after the initial phase (as set forth below) is turned over by Landlord to Tenant in accordance with the terms of this Lease, or (b) the Open for Business Date for any floor in the Building. Thereafter, and notwithstanding the foregoing, each Floor Commencement Date shall continue to occur on a floor by floor basis in accordance with the phasing schedule set forth below and the terms of this Lease until such time as this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises. The Landlord Contractor Phased Delivery of the Building shall occur as follows:

Phase

Anticipated

Turnover Date

Phase I — Floors B1 & B2

July 1, 2009


Phase II — Floors 1, 2 & 3		August 1, 2009
Phase III — Floors 4, 5 & 6		September 1, 2009
Phase IV — Floors 7 & 8		October 1, 2009
Phase V — Floors 9 & 10		November 1, 2009

5.1.3 Tenant shall have the right to reduce the number of phases in either the Landlord Contractor Phased Delivery of the Building or the Tenant Contractor Phased Delivery of the Building, as applicable, so long as (i) the Delivery Date or Turnover Date, as applicable, of such floors remain in sequential order as set forth in the tables above, (ii) no floor is required to be delivered prior to its referenced date set forth in the tables above, and (iii) Tenant provides written notification of such re-phasing to Landlord on or before December 31, 2007.

5.1.4 Whether Tenant elects to use Landlord’s Contractor or Tenant’s contractor, the failure of Tenant to take possession of or to occupy a floor of the Building upon its timely delivery in accordance with the above shall not serve to relieve Tenant of its obligations arising for each floor or delay the payment of Rent by Tenant for each floor, nor shall such failure serve to extend the Lease Term.

5.1.5 If Tenant elects to use Tenant’s contractor to complete the Tenant Improvements, upon delivery to Tenant by Landlord of Phase I (as set forth in Article 5.1.1 ), Tenant shall execute an agreement in a form mutually agreeable to Tenant and Landlord whereby Tenant agrees, on its behalf and on behalf of any of its agents, employees or contractors, to waive any claim for damage to any Tenant Improvements or to any equipment of Tenant and its authorized agents, employees and contractors that may be caused by rain, water or other weather related causes prior to the date the Building is water tight, as such date is provided on the Approved Schedule, attached as Schedule C to the Work Letter.

5.2 Acceptance . Upon each Floor Commencement Date, Tenant shall be deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such floor, and that such floor, except for Punch List Items, was in satisfactory condition as of the Floor Commencement Date for such floor; provided, however, that Landlord shall remain responsible for any damage caused to a floor Substantially Completed and delivered to Tenant resulting from Landlord’s Base Building Work or Tenant Improvement work, as the case may be, being conducted in the Building. Subject to the foregoing and except as may otherwise be expressly provided in the Work Letter, Tenant shall accept each floor of the Building on its respective Floor Commencement Date in its "AS-IS" condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions from any governmental authorities, and Landlord shall have no obligation to perform or pay for any repair or other work therein other than for the correction of latent defects, warranty items or completion of Punch List Items.

5.3 Early Access .

5.3.1 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, Tenant and its authorized agents, employees and contractors shall, at all reasonable times during the thirty (30) day period prior to the Turnover Date for each floor as set forth in Article 5.1.2 , have the right, at Tenant’s and Tenant’s agents’, employees’ and contractors’ own risk, expense and responsibility, to have access to such floor or space solely for the purpose of preparing such floor for Tenant’s Open for Business Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions from any governmental authorities, and provided that in so doing Tenant shall not unreasonably interfere with or delay the Base Building Work or Tenant Improvements to be performed by Landlord’s Contractor within such phase or floor or within any other floors within the Building. In connection with Tenant’s early access rights, Landlord covenants and agrees to provide Tenant and its authorized agents, employees and contractors with access (i) within the Building through such Building Commons Areas, including, without limitation, hallways, loading docks and elevators within the Building as are reasonably necessary to gain access to and from any floor delivered to Tenant pursuant to this Article 5 and (ii) to and from the Building over and across the Project Common Areas to any and all public rights of way sufficient for Tenant to construct the Demised Premises, such access rights being granted for the purposes of allowing Tenant to (A) complete construction of the Tenant Improvements, if applicable, (B) prepare to begin its beneficial interest in the Demised Premises, i.e. , to open for business, and (C) obtain necessary temporary or permanent certificates of occupancy. Subject to the waivers of subrogation set forth in Article 17 , if, upon Tenant’s use of any such Building Common Areas or Project Common Areas, such Building Common Areas or Project Common Areas are damaged in any way by Tenant or its authorized agents, employees or contractors, Tenant shall be responsible for and diligently repair any such damage as soon as practical.

5.3.2 If Tenant or its authorized agents, employees and contractors is granted access to any portion of the Building prior to the Turnover Date in accordance with this Article 5.3 , Tenant and its authorized agents, employees and contractors shall each abide by the terms and conditions of this Lease, provided that upon any such access by the Tenant or its agents, employees or contractors, then (a) Tenant shall have no obligation to pay the Rent or any portion thereof until it becomes due in accordance with Article 6 and (b) this Lease shall not be deemed to have commenced as a result of such access for purposes of calculating the Lease Term.

5.4 Access .

5.4.1 Beginning on the Turnover Date or the Delivery Date for any floor, as applicable, Landlord covenants and agrees to provide Tenant and its authorized agents, employees and contractors with access (i) within the Building through such Building Commons Areas, including, without limitation, hallways, loading docks and elevators within the Building as are reasonably necessary to gain access to and from

any floor delivered to Tenant pursuant to this Article 5 for the purposes intended, and (ii) to and from the Building over and across the Project Common Areas to any and all public rights of way sufficient for Tenant to construct, occupy and use the Demised Premises and to obtain necessary temporary or permanent certificates of occupancy, as applicable. Subject to the waivers of subrogation set forth in Article 17 , if, upon Tenant’s use of any such Building Common Areas or Project Common Areas, such Building Common Areas or Project Common Areas are damaged in any way by Tenant or its authorized agents, employees or contractors, Tenant shall be responsible for and diligently repair any such damage as soon as practical.

5.4.2 Landlord covenants and agrees to provide Tenant, its officers, directors, agents (including without limitation Tenant’s contractors), employees and invitees with safe access to and from the Building to any and all public rights of way sufficient for Tenant to occupy and use the Demised Premises.

6. Rental Payments .

6.1 Payment of Rent . Commencing on the Rent Commencement Date and subject to apportionment and abatement as provided herein, and continuing thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent due and payable under this Lease. Base Rental together with Tenant’s Forecast Additional Rental shall be due and payable in twelve (12) equal monthly installments in advance, on the first day of each calendar month (subject to the phasing requirements for the payment of Base Rental as set forth below), commencing on the Rent Commencement Date and continuing thereafter throughout the Lease Term and any extensions or renewals thereof. Tenant shall pay all Rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without demand, notice, abatement, deduction, or set-off, except as expressly set forth in this Lease.

6.2 Rent Commencement . The payment of Base Rental shall commence and be phased in accordance with the following until the Full Rent Commencement Date and thereafter shall continue for the remainder of the Lease Term in accordance with the terms of this Lease:

6.2.1 If Tenant elects to use Tenant’s contractor to construct the Tenant Improvements, then this Article 6.2.1 shall set forth the Rent Commencement Date and the Base Rental payable until the date that this Lease has commenced with respect to one hundred percent (100%) of the Demised Premises (the " Full Rent Commencement Date "). Tenant shall pay a pro rata portion of the Base Rental on the Commencement Date (the " Rent Commencement Date "), such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced as of the Commencement Date pursuant to Article 5.1.1 and as set forth below and the divisor being the Net Rentable Area of the Building. Thereafter, on the first day of each

month and continuing until the Full Rent Commencement Date, Tenant shall pay a pro rata portion of the Base Rental, such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced pursuant to Article 5.1.1 and as set forth below as of the date the Base Rental is due and payable and the divisor being the Net Rentable Area of the Building. Notwithstanding anything herein to the contrary, solely for purposes of this Article 6.2.1 this Lease shall not have commenced with respect to the Net Rentable Area for any floor until the date that all of the following events shall have occurred: (i) with respect to such floor, the Building systems (including without limitation the HVAC, elevators and life safety systems) are Substantially Complete and fully operational for Tenant’s intended use; (ii) with respect to such floor, all finishes for the Base Building Work are Substantially Complete, (iii) the lobby, a pro-rata portion of the Building Parking Facilities and all Building Common Areas and Project Common Areas reasonably necessary to access such floor or phase are Substantially Complete; and (iv) the Site Work is Substantially Complete on or before the Site Work Complete date set forth on Schedule C of the Work Letter. For purposes of this Article 6.2.1 , the Approved Budget shall be the amount used to determine Base Rental until the Full Rent Commencement Date (the " Estimated Base Rental "). Within one hundred twenty (120) days of the Full Rent Commencement Date, Landlord shall provide Tenant with the actual determination of Base Rental, pursuant to Article 7 hereof, and if such Base Rental amount is different than the Estimated Base Rental, the parties shall adjust the Rent for the next month to account for such difference and the amount that would then have otherwise been due and payable by Tenant under this Article 6.2.1 . All charges that could be characterized as Tenant’s Additional Rental for purposes hereof incurred by Landlord’s Contractor prior to the Full Rent Commencement Date shall be deemed a part of Landlord’s Costs.

6.2.2 If Tenant elects to use Landlord’s Contractor to construct the Tenant Improvements, then this Article 6.2.2 shall set forth the Rent Commencement Date and the Base Rental payable until the Full Rent Commencement Date. Tenant shall pay a pro rata portion of the Base Rental on the Commencement Date (the " Rent Commencement Date "), such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced as of the Commencement Date pursuant to Article 5.1.2 and as set forth below and the divisor being the Net Rentable Area of the Building. Thereafter, on the first day of each month and continuing until the Full Rent Commencement Date, Tenant shall pay a pro rata portion of the Base Rental, such pro rata portion being equal to the product of the Base Rental multiplied by a fraction, the numerator being the Net Rentable Area of those floors of the Building for which this Lease has commenced pursuant to Article 5.1.2 and as set forth below, as of the date the Base Rental is due and payable, and the divisor being the Net Rentable Area of the Building. Notwithstanding anything herein to the contrary, solely for purposes of this Article 6.2.2 this Lease shall not have commenced with respect to the Net Rentable Area for any floor until the date that all of the following events shall have occurred: (i) with respect to such floor, the Building systems (including without limitation the

heating, ventilating and air conditioning (" HVAC "), elevator, and life safety systems) are Substantially Complete and fully operational for Tenant’s intended use; (ii) with respect to such floor, the finishes for each floor of the Building are Substantially Complete and the protective materials have been removed; (iii) the lobby, a pro-rata portion of the Building Parking Facilities and all Building Common Areas and Project Common Areas necessary to access such floor or phase are Substantially Complete ; (iv) the Site Work is Substantially Complete (subject to seasonal plantings and Punch List Items); and (iv) with respect to such floor, a Certificate of Occupancy (whether temporary or permanent, as the case may be) has been issued. For purposes of this Article 6.2.2 , the Approved Budget shall be the amount used to determine Base Rental until the Full Rent Commencement Date (the " Estimated Base Rental "). Within one hundred twenty (120) days of the Full Rent Commencement Date, Landlord shall provide Tenant with the actual determination of Base Rental, pursuant to Article 7 hereof, and if such Base Rental amount is different than the Estimated Base Rental, the parties shall adjust the Rent for the next month to account for such difference and the amount that would then have otherwise been due and payable by Tenant under this Article 6.2.2 . All charges that could be characterized as Tenant’s Additional Rental for purposes hereof incurred by Landlord’s Contractor prior to the Full Rent Commencement Date shall be deemed a part of Landlord’s Cost.

6.3 Proration of Rent . If the Rent Commencement Date is other than the first day of a calendar month or if this Lease terminates on other than the last day of a calendar month, then the installments of Base Rental and Tenant’s Forecast Additional Rental for such month or months shall be prorated on a daily basis and the installment or installments so prorated shall be paid in advance. Also, if the Rent Commencement Date occurs on other than the first day of a calendar year, or if this Lease is terminated on other than the last day of a calendar year, Tenant’s Additional Rental shall be prorated for such commencement or termination year, as the case may be, by multiplying such Tenant’s Additional Rental by a fraction, the numerator of which shall be the number of days during the commencement year from and after the Rent Commencement Date, or the number of days during the termination year from and after January 1 of the termination year to the termination date, as the case may be, and the denominator of which shall be three hundred sixty-five (365), and the calculation described in Article 8 hereof shall be made as soon as possible after the termination of this Lease, Landlord and Tenant hereby agreeing that the provisions relating to said calculation shall survive the termination of this Lease.

7. Base Rental .

7.1 Computation of Base Rental . " Base Rental " shall be structured on a [***], shall be equal to the product of the Landlord’s Cost (on an open book basis) and the Rent Constant, and shall be payable in accordance with the terms of Articles 6 and 10 . Beginning on the first anniversary of the Full Rent Commencement Date and continuing on every anniversary of the Full Rent Commencement Date thereafter during the primary Lease Term, Base Rental shall escalate [***] percent ([***]%) each Lease Year over the previous Lease Year.

7.2 Reductions in Base Rental . Notwithstanding anything else contained herein to the contrary, in the event Tenant exercises its early termination right set forth in Article 4.2 , First Contraction Right or Second Contraction Right, Base Rental shall be reduced pro rata by that portion of the Base Rental attributable to the Contraction Space or the Terminated Space.

8. Additional Rental .

8.1 Tenant’s Forecast Additional Rental . For purposes of this Lease, " Tenant’s Forecast Additional Rental " shall mean Landlord’s budgeted estimate of Operating Expenses and Tenant’s Additional Rental (both as hereinafter defined) for the coming calendar year or portion thereof, such forecast to be provided to Tenant annually for its prior review and approval and in detail acceptable to Tenant acting reasonably. If at any time it appears to Landlord, in Landlord’s reasonable judgment, that Tenant’s Additional Rental for the current calendar year will increase from Landlord’s estimate of the coming calendar year by more than [***] percent ([***]%), Landlord shall have the right to revise, but not more than once per year (but Landlord shall have the right to reduce such estimate as many times within any year as Landlord chooses), by written notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate of Tenant’s Forecast Additional Rental; provided, however, that the details of such revised estimate have been made available to Tenant for its prior review and approval in detail acceptable to Tenant acting reasonably. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amount of Tenant’s Additional Rental. Prior to the Full Rent Commencement Date and thereafter prior to the beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall present to Tenant a written statement of Tenant’s Forecast Additional Rental for such calendar year.

8.2 Tenant’s Additional Rental . For purposes of this Lease, " Tenant’s Additional Rental " shall, subject to Article 6 , mean for each calendar year, the Operating Expenses multiplied by a fraction, the numerator of which is the Net Rentable Area within the Demised Premises and the denominator of which is the Net Rentable Area of the Building.

8.3 Annual Reconciliation . Within one hundred twenty (120) days after the end of each calendar year in which Tenant’s Additional Rental is payable hereunder or as soon thereafter as administratively possible if such delay is caused by events reasonably considered beyond Landlord’s control, Landlord shall provide Tenant a statement showing all major cost categories of the actual Operating Expenses for said calendar year, and a statement prepared by Landlord comparing Tenant’s Forecast Additional Rental with Tenant’s Additional Rental. In the event Tenant’s Forecast

Additional Rental exceeds Tenant’s Additional Rental for said calendar year, Landlord shall, at Tenant’s option, either refund the amount of such excess to Tenant or credit such amount against Rent next due hereunder. In the event that Tenant’s Additional Rental exceeds Tenant’s Forecast Additional Rental for said calendar year, Tenant shall pay Landlord, within thirty (30) days of receipt of the written statement, an amount equal to such difference.

8.4 Books and Records . At any time within one hundred eighty (180) days of Tenant’s receipt of Landlord’s statement showing the annual reconciliation of Operating Expenses for each calendar year during the Lease Term, Tenant shall have the right to cause an audit of Landlord’s books and records pertaining to the calculation of Operating Expenses and Rent for such calendar and/or for the previous calendar year; provided that Tenant shall give Landlord not less than ten (10) business days prior written notice of any such audit. Landlord shall keep and maintain its books and records for any calendar year during the Lease Term for a minimum period of two (2) years. Tenant’s audit of Landlord’s books and records relating to either or both of the prior two (2) year’s Operating Expenses and Rent shall occur at a mutually convenient time during reasonable business hours at Landlord’s office where Landlord’s books and records are maintained. Tenant agrees to provide Landlord copies of any and all reports, summaries, conclusions, and other results of such audit within thirty (30) days following Tenant’s receipt thereof. If Landlord’s calculation of Tenant’s Additional Rental for the audited calendar year was incorrect, then Tenant shall be entitled (i) to a prompt refund of such overpayment (together with interest on the amount of such overpayment from the date of Landlord’s annual reconciliation of Operating Expenses until payment of such refund, at the Prime Rate) and (ii) the reasonable cost of Tenant’s audit fees or consultant fees if the corrected Tenant’s Additional Rental is less than ninety-seven percent (97%) of Landlord’s calculation of Tenant’s Additional Rental; or Tenant shall promptly pay to Landlord the amount of any underpayment, as the case may be. If Tenant is not the only tenant in the Building, Tenant and Tenant’s consultant shall keep the results of any such audit confidential as to all parties other than Landlord, and shall enter into a written confidentiality agreement prior to conducting such audit at Landlord’s request. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date and end on December 31 ^st of the year in which the Commencement Date occurred (the " Base Year "), and the last year, which shall end on the Lease Expiration Date.

9. Operating Expenses .

9.1 Description of Operating Expenses . " Operating Expenses " shall mean all Operating Costs (as hereinafter defined) incurred by Landlord for the Project. With respect to Operating Costs that Landlord allocates to the entire Project ( i.e. , expenses related to the Project Common Areas), the portion allocated to the Building shall be based upon GAAP. Landlord may reasonably adjust Landlord’s allocation of such expenses to the Building in the future for changes in the physical size of the Building or the Project. Landlord’s good faith projection of Operating Expenses (which

shall not limit Landlord’s rights pursuant to Article 8 hereof or this Article 9 ) for the Base Year is estimated to be [***] Dollars ($[***]) per square foot of Net Rentable Area. This estimate of Operating Expenses is only an estimate, and Landlord makes no guaranty or warranty that such estimate will be accurate.

9.2 Operating Costs . For the purposes of this Lease, " Operating Costs " shall mean all actual expenses, costs and disbursements (but not specific costs billed to specific tenants of the Building) of every kind and nature, computed on an accrual basis, relating to or incurred or paid by Landlord or its designated agent after the Full Rent Commencement Date in connection with the management, operation, repair and maintenance of the Project only, and as hereinafter noted, appropriately allocated to the Building according to GAAP, including, but not limited to, the following:

9.2.1 appropriately allocated wages, salaries and other costs of all on-site employees engaged in the operation, management, or access control of the Building, including taxes, insurance and benefits relating to such employees, but excluding employees above the grade of Building or Property Manager (or whatever title represents the on-site management representative primarily responsible for management of the Building) and also only to the extent such wages and salaries are directly attributable to the personnel contributing to the maintenance, operation, repair and services of the Building;

9.2.2 appropriately allocated costs of all supplies, tools, equipment and materials (whether purchased or leased) used directly in the operation, management, maintenance and access control of the Building;

9.2.3 the cost of all utilities for the Building, including but not limited to the cost of electricity, gas, water, sewer services and power for heating, lighting, air conditioning and ventilating;

9.2.4 the cost of all maintenance and service agreements for the Building and the equipment therein, including but not limited to security service, garage operators, window cleaning, elevator maintenance, janitorial service, landscaping maintenance and reasonable and customary landscaping replacement;

9.2.5 the cost of repairs and general maintenance of the Building (except as excluded in Article 9.3 hereof);

9.2.6 amortization charges (including reasonable financing charges actually incurred) of the cost of acquisition and/or installation of capital improvements to the Building, the Building Parking Facilities and the Project Common Areas (including security and energy management equipment), amortized over their respective useful lives, but only to the extent of documented reductions in Operating Costs. Landlord shall provide Tenant with reasonable evidence of actual Operating Costs saved by such capital improvements prior to including the amortized costs thereof in the Operating Costs and notwithstanding the foregoing, the annual amortization amount of such capital improvements shall not exceed the documented Operating Costs saved;

9.2.7 the cost of casualty, rental abatement (provided such insurance does not exceed a period of two (2) years) and liability insurance, subject to Article 13.2.8 , applicable only to the Building, the Project Common Areas and Landlord’s personal property used in connection therewith and provided that if there are ever substantial rate increases for such insurance policies, Landlord and Tenant shall consult with one another and use commercially reasonable efforts to control the cost of such insurance;

9.2.8 appropriately allocated cost of trash and garbage removal, recycling service in the Building, vermin extermination, and snow, ice and debris removal;

9.2.9 reasonable accounting and legal fees, but only to the extent incurred in connection with reducing or attempting to reduce (subject to Tenant’s reasonable approval) Operating Costs;

9.2.10 all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the reasonable costs of contesting any of the same), including business license taxes and fees payable by Landlord in respect of the operation of the Building, the Building Parking Facilities and the Project Common Areas (collectively, " Taxes "), excluding, however, (i) taxes and assessments imposed on the personal property of the tenants of the Building; (ii) taxes imposed on the leasehold improvements of tenants of the Building (but only if and to the extent the applicable taxing authority separately assesses such leasehold improvements); (iii) federal and state taxes on income; (iv) death taxes; (v) franchise taxes; (vi) any taxes (other than business licenses taxes and fees) imposed or measured on or by the income of Landlord from the operation of the Building or imposed in connection with any sale of the Building to a third party, and; (vii) all real estate taxes credited to Landlord under any local real estate tax abatement program. At the request of Tenant, Landlord will provide Tenant with copies of all assessments, tax statements, etc. , received by Landlord and Tenant shall have the right to contest or direct Landlord to contest, any such assessments or taxes and each party will cooperate with the other in such contests;

9.2.11 the cost of operating the on-site management office for the Project, including the cost of office supplies, telephone expenses and non-capital investment equipment; and

9.2.12 a market-based management fee for a Class "A", corporate office environment in downtown Richmond, Virginia.

9.3 Exclusions From Operating Costs . For purposes of this Lease, and notwithstanding anything in any other provision of this Lease to the contrary, " Operating Costs " shall not include the following:

9.3.1 the cost of any special work or service performed for any tenant (including Tenant) at such tenant’s cost or in excess of the Building Standard Services including, but not limited to, overtime HVAC costs, to the extent such excess costs are charged separately to other Building tenants;

9.3.2 costs incurred to remedy structural and other latent defects in original construction materials or installations, to pay fines associated with or remedy conditions or improvements not in compliance with applicable laws, statutes, rules, regulations or ordinances of governmental authorities not caused by or through Tenant, or to remove or remediate Hazardous Substances from the Project not present as a result of the acts or omissions of Tenant or Tenant’s employees, agents or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity);

9.3.3 compensation paid to officers and executives of Landlord;

9.3.4 the cost of any items for which Landlord is reimbursed by insurance, condemnation or otherwise, less any reasonable deductible amount, if any;

9.3.5 the cost of any additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy;

9.3.6 the cost of repairs incurred by reason of fire or other casualty or condemnation to the extent that (a) Landlord is compensated therefor through the proceeds of insurance or condemnation awards, less any reasonable deductible; (b) Landlord failed to obtain insurance against such fire or casualty, if such insurance was required to be carried by Landlord under the terms of this Lease, against a risk of such nature at the time of same; or (c) Landlord is not fully compensated therefor due to the co-insurance provisions of its insurance policies on account of Landlord’s failure to obtain a sufficient amount of coverage against such risk;

9.3.7 insurance premiums to the extent Landlord may be directly reimbursed therefor;

9.3.8 interest on debt or amortization payments on any mortgage or deed of trust and rental under any ground lease or other underlying lease;

9.3.9 any real estate brokerage commissions or other costs incurred in procuring tenants or extending the terms of tenants’ leases or any fee or other form of compensation in lieu of such commission;

9.3.10 any media advertising or any other advertising expenses incurred in connection with the marketing of the Building or any rentable space therein;

9.3.11 rental payments for base building equipment such as HVAC equipment and elevators ordinarily considered to be of a capital nature;

9.3.12 any expenses for repairs or maintenance that are covered by warranties and service contracts, to the extent such maintenance and repairs are made at no cost to Landlord;

9.3.13 Landlord’s general overhead expenses and any legal, accounting, or other professional or consulting fees and expenses, except as otherwise provided by this Lease;

9.3.14 management fees other than as set forth in Article 9.2.12 ;

9.3.15 subject to Article 9.2.6 above, the cost of alterations, capital improvements, equipment replacements, and other items which under GAAP are properly classified as capital expenditures;

9.3.16 any tenant work performed for, or alteration of space leased to, Tenant or other tenants or occupants of the Building, whether such work or alteration is performed for the initial occupancy by such tenant or occupant or thereafter;

9.3.17 any cash or other consideration paid by Landlord on account of, with respect to or in lieu of the work or alterations described in Article 9.3.16 above;

9.3.18 depreciation or amortization, except as expressly permitted in Article 9.2.6 above;

9.3.19 costs of enforcement of leases;

9.3.20 subject to Article 9.2.6 above, the cost of future renovations to, or construction or demolition of, the Project or any part thereof;

9.3.21 overtime HVAC costs or electricity costs if charged separately to other Building tenants;

9.3.22 "takeover expenses" ( i.e. , expenses incurred by Landlord with respect to space located in another building of any kind or nature in connection with the leasing of space in the Building);

9.3.23 any cost representing any amount paid for services or materials to a related person, firm, or entity to the extent such amount exceeds the amount that would be paid for such services or materials at the then existing market rates to an unrelated person, firm, or corporation;

9.3.24 if any taxes paid by Landlord and previously included in Operating Costs are refunded, Landlord shall promptly pay Tenant an amount equal to the amount of such refund (less the reasonable expenses incurred by Landlord in obtaining such refund) multiplied by Tenant’s proportionate share in effect for the period to which such refund relates;

9.3.25 any improvement installed or work performed or any other cost or expense incurred by Landlord, except as permitted in Article 9.2.6 , in order to comply with the requirements for the obtaining or renewal of a certificate of occupancy for the Building or any space therein;

9.3.26 costs or expenses resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees;

9.3.27 painting or decorating other than in the Project Common Areas;

9.3.28 repairs, alterations and general maintenance paid by proceeds of insurance, and repairs necessitated by violations of law in effect as of the date of this Lease;

9.3.29 any amounts payable by Landlord by way of indemnity or for damages or which constitute a fine or penalty, including interest or penalties for any late payment; or

9.3.30 repairs, alterations and general maintenance necessitated by the negligence or willful misconduct of Landlord or its agents, employees or contractors or repairs, alterations and general maintenance necessitated by the negligence or willful misconduct of any other tenant or occupant of the Project or of any of their respective agents, employees, contractors, invitees or licensees (excluding Tenant and its agents, employees, contractors, invitees or licensees, except where Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity).

10. Payments .

All payments of Rent under this Lease, including all payments of Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental, and other payments to be made to Landlord, shall be made on a timely basis and shall be payable to Landlord or as Landlord may otherwise designate in writing to Tenant. All such payments shall at Tenant’s election be either (a) mailed or delivered to Landlord’s Address or at such other place as Landlord may designate from time to time in writing or (b) made by wire transfer to Landlord in accordance with Landlord’s wiring instructions, which shall be

supplied by Landlord to Tenant in writing. If mailed, all payments shall be mailed in sufficient time and with adequate postage thereon to be received by Landlord by no later than the due date for such payment.

11. Interest .

Any Base Rental, Tenant’s Forecast Additional Rental, or Additional Rent not paid by the [***] ([***]) day of the month for which such amount is due, or any other payment if not made by the [***] ([***]) day after the due date specified on any invoices from Landlord (provided that in no event shall invoices from Landlord, to the extent invoices are required hereunder and expressly excluding Base Rental and Tenant’s Forecast Additional Rental, include due dates less than thirty (30) days from delivery of invoice unless otherwise specifically permitted herein) shall bear interest at [***].

12. Use Rules; Hazardous Substances .

12.1 The Demised Premises shall be used for general office and administrative business purposes, and other uses ancillary thereto, including without limitation, data centers, laboratories, kitchens, cafeterias, dining areas, break rooms, and other uses typical for a Class "A", corporate headquarters environment intended primarily for use of Tenant’s officers, employees, clients, guests and its other invitees, in accordance with all applicable laws, statutes, ordinances, rules and regulations of governmental authorities and the Rules and Regulations. Tenant covenants and agrees to abide by the Rules and Regulations in all respects as now set forth and attached hereto and such reasonable rules and regulations as may be hereafter promulgated in writing by Landlord and noticed to Tenant. Landlord shall have the right at all times during the Lease Term to publish and promulgate and thereafter enforce such additional reasonable rules and regulations or changes in the existing Rules and Regulations as Landlord may deem necessary in its reasonable discretion to protect the tenantability, safety, operation, and welfare of the Project. Notwithstanding the foregoing, Landlord agrees that (i) all such Rules and Regulations and any changes therein or additions thereto shall be uniformly imposed on, and Landlord shall use all reasonable efforts to enforce such Rules and Regulations against, all tenants and occupants of the Project, (ii) Landlord shall not waive enforcement of any of the same for the benefit of any other tenant or occupant if such waiver would materially adversely affect Tenant’s use and occupancy of, or access to or parking associated with the Demised Premises or would materially adversely affect the first-class nature of the Project (and, if any such waiver would have any such material adverse affect, Tenant shall have the right to require Landlord to enforce all such Rules and Regulations against all other tenants and occupants of the Project), (iii) such Rules and Regulations shall not materially reduce, restrict or impair Tenant’s rights under this Lease or increase Tenant’s monetary obligations, and (iv) Landlord shall give Tenant reasonable prior written notice before enforcement against Tenant of any changes in the existing Rules and Regulations or any additions thereto properly promulgated hereunder.

12.2 Hazardous Substances . Except for Hazardous Substances (i) contained in products used by Landlord or Tenant during construction of the Project, (ii) used by Landlord or Tenant in de minimis quantities for ordinary cleaning and office purposes and petroleum products used as fuel in vehicles, heating systems and back up generators or (iii) produced by Tenant or an affiliate of Tenant and kept on the Demised Premises in de minimis quantities for purposes of displaying such products in a display case or for purposes of sending samples to Tenant’s customers and potential customers (and, in the case of (i), (ii) and (iii), then only in compliance with all applicable Environmental Laws), Landlord and Tenant shall not permit or cause any party to bring any Hazardous Substances upon the Project or the Demised Premises or transport, store, use, generate, manufacture, dispose, or release any Hazardous Substances on or from the Project or the Demised Premises without the other’s prior written consent. Landlord and Tenant, at their respective sole cost and expense, shall operate their respective businesses in the Project in strict compliance with all Environmental Laws and all requirements of this Lease. Landlord agrees that all other tenants of the Project, at such tenants’ sole cost and expense, shall be obligated to operate their respective businesses in the Project in strict compliance with all Environmental Laws. Landlord and Tenant shall and hereby do agree to pay, protect, defend, indemnify and hold the other harmless from and against any and all loss, damages, expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys’ fees, consultant fees or expert fees and costs of litigation), fees, claims, costs and liabilities arising out of or in any manner related to the generation, storage, use, treatment or disposal of Hazardous Substances at the Project by Landlord or Tenant or their respective agents, employees or contractors. Notwithstanding the foregoing sentence, Landlord and Tenant or their respective agents, employees or contractors may use de minimis quantities or products containing Hazardous Substances for ordinary cleaning and office purposes, and then only in compliance with all applicable Environmental Laws. Other than as disclosed in that certain environmental assessment prepared by Draper Aden Associates, Project No. R00507.13E, and dated October 2006 (the " Environmental Report "), a copy of which has been provided to Tenant, to Landlord’s current actual knowledge, neither Landlord nor any third party has generated, disposed of, released, nor found any Hazardous Substances on or about the Demised Premises or the Project in violation of Environmental Laws. It is understood by Tenant, however, that Landlord has not made any independent investigations to confirm the accuracy of the Environmental Report or the foregoing representation, and Landlord makes no representation or warranty as to the accuracy or completeness of the Environmental Report. Tenant agrees to keep the Environmental Report confidential and not to disclose the contents thereof to any other party (with the exception of its agents and consultants who shall also be subject to such confidentiality requirement) without the prior written consent of Landlord. Landlord has received no notice that any municipality or any governmental or quasi-governmental authority has determined that there are any violations of the Environmental Laws with respect to the Demised Premises or the Project. Landlord covenants that it will undertake all commercially reasonable efforts to obtain and assist Tenant in obtaining comfort letters, certifications, authorizations and other approvals requested by Tenant in connection with any and all relevant brownfields

and historic preservation laws and regulations. In addition to the foregoing indemnity, Landlord agrees to pay, protect, defend, indemnify and hold harmless Tenant from and against any and all loss, damages, expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), costs (including, without limitation, reasonable attorneys’ fees, consultant fees or expert fees and costs of litigation), fees, claims and liabilities arising out of any Hazardous Substances present on the Project prior to the Commencement Date and thereafter released upon the Project, except for those releases caused by Tenant, its agents, employees or contractors, (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity). Such liability of Landlord shall be without regard to negligence or fault (except the negligence or fault of Tenant, its agents, employees or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity)). Landlord acknowledges and agrees that any liabilities for historic preservation, environmental remediation and removal of Hazardous Materials, arising from site conditions prior to the Commencement Date, including, but not limited to, those liabilities arising under Environmental Laws shall be the sole responsibility of Landlord (except to the extent caused by the negligence or fault of Tenant, its agents, employees or contractors (excluding Landlord, Landlord’s Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity)). The provisions of this Article 12.2 shall survive the expiration or earlier termination of this Lease.

12.3 Insurance Requirements . Landlord and Tenant shall not do or permit to be done anything that either knows will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Project, or any portion thereof, including the Building, and shall comply with all reasonable rules, orders, regulations and requirements of the insurers of the Project, or any portion thereof, provided that such rules, orders, regulations and requirements do not materially reduce, restrict or impair Tenant’s rights’ under this Lease or increase Tenant’s monetary obligations under this Lease. Subject to the terms of Article 13.2.8 , Tenant shall also, within ten (10) days following notice from Landlord, discontinue any activity specified by such notice that has caused or will cause the rate of fire or other insurance on the Building to increase (unless Tenant, within thirty (30) days of notice from Landlord of such increase, pays the cost of any such increase to Landlord and, thereafter, pays all said increases attributable to such activity within thirty (30) days of Landlord’s demand).

13. Repairs by Landlord and Alterations by Tenant .

13.1 Repairs by Landlord . Subject to Article 21 hereof, Landlord shall maintain or cause to be maintained in good condition and repair the roof, windows, doors, structural portions of the exterior and interior of the Building, the mechanical, electrical, plumbing, lighting, heating, air conditioning, curtain wall, vertical transportation, security, fire protection and life safety systems and materials, the Tenant Improvements (excluding any trade fixtures, equipment, furniture and other personal property of Tenant), the Project Common Areas, the Foundry Park II Common Areas (in

addition to the requirements set forth in Article 57.1.6 ), and the Building Parking Facilities all in accordance with the Building Standard Services attached hereto as Exhibit E and first class standards of professional property management at least equivalent to the standards maintained in similar first class office buildings in Richmond, Virginia. Subject to the waivers of subrogation set forth in Article 17 , the cost of such maintenance and repairs shall be (i) at Tenant’s sole cost and expense as to repairs caused by the negligence of Tenant or its agents, contractors, employees or invitees; (ii) included in Operating Expenses to the extent permissible under Article 9.2 hereof, except as provided in Article 9.3 hereof; or (iii) in all other cases payable by Landlord. Landlord covenants that upon the Full Rent Commencement Date, the Building and all systems therein shall be in compliance with all applicable local, state and federal laws, statutes, codes, rules, regulations and ordinances of governmental authorities, including, but not limited to, Environmental Laws and the Americans with Disabilities Act, but subject to Punch List Items. Landlord agrees as part of its repair obligations hereunder, and at no additional cost to Tenant, to promptly correct any and all conditions in violation of the foregoing and to remediate any mold or other harmful substance or material that may be found in the Building at any time during the Term; provided, however, that to the extent Tenant or Tenant’s employees, agents, contractors, invitees, guests, assignees or subsidiaries (for purposes of this Article 13.1 , excluding Landlord, Landlord’s Contractor or its or their subcontractors, employees, agents, invitees or guests when acting on behalf of Tenant in such capacity) are found to be the cause of such mold, or other harmful substance or material due to such party’s negligent act or omission or improper use of the Building systems contrary to their design, then the cost of such remediation shall be born by Tenant. Landlord shall use good faith and commercially reasonable efforts to refrain from performing maintenance, repair, replacement or renewal activities that generate substantial odors or noxious chemicals or fumes in the Building or within twenty-five (25) feet of the outdoor air intakes of the HVAC system, during Building Operating Hours.

13.2 Alterations by Tenant . Throughout the Lease Term and any extensions thereof, Tenant shall have the following rights and obligations with respect to the Tenant Alterations:

13.2.1 Tenant shall have the right to make Tenant Alterations in keeping with a Class "A", corporate headquarters environment provided Tenant receives Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to make Tenant Alterations without Landlord’s prior consent, provided, however, such Tenant Alterations are in keeping with a Class "A", corporate headquarters environment, are non-structural in nature, and are compatible with the Building systems, and provided further that Tenant delivers as-built drawings of such Tenant Alterations to Landlord. For those Tenant Alterations requiring Landlord’s prior written consent, Landlord shall give its written approval to contractors hired by Tenant to perform the Tenant Alterations prior to the commencement of the Tenant Alterations, such approval not to be unreasonably withheld, conditioned or delayed.

13.2.2 Provided the Tenant Alterations are reasonably in keeping with a Class "A", corporate headquarters environment, Tenant will have no obligation to remove the Tenant Alterations and restore the Demised Premises upon the surrender of the Demised Premises at the Lease Expiration Date or earlier termination of the Lease Term.

13.2.3 Tenant shall not use the Demised Premises or make any Tenant Alterations in violation of any of the Rules and Regulations complying with Article 12.1 or in violation of any law, statute, ordinance, rule, or regulation of any entity having legal jurisdiction over such subjects.

13.2.4 All Tenant Alterations shall be at the sole cost and expense of Tenant and, if affixed to the Building, shall become a part of the Demised Premises and shall become the property of Landlord at the Lease Expiration Date or earlier termination of the Lease Term, unless such alterations and additions are Tenant’s trade fixtures, equipment, furniture and other personal property of Tenant, which are freely removable by Tenant. Notwithstanding the foregoing, if Tenant elects to remove any of the Tenant Alterations, then such alterations or additions shall become the property of Tenant upon removal and Tenant may remove such alterations or additions or any portion thereof at Tenant’s expense upon the Lease Expiration Date or earlier termination of the Lease Term, provided Tenant repairs, at Tenant’s expense, any damage caused by such removal.

13.2.5 All Tenant Alterations shall be made: (i) in a good and workmanlike manner and otherwise in accordance with the Rules and Regulations; (ii) using first-class new or recycled materials only; (iii) on days, at times and under the supervision of an architect approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed; (iv) if Tenant is not the sole Tenant of the Building, after coordinating the work schedule and scope with the Building’s property manager to avoid undue interference with the normal operations and use of the Building; (v) in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord to the extent Landlord’s consent is required pursuant to Article 13.2.1 ; (vi) in accordance with all applicable, statutes, ordinances, rules, and regulations of governmental authorities, and insurance requirements; (vii) after obtaining public liability, Builder’s Risk and workers’ compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such alteration; and (viii) after Tenant has obtained any permits necessary for the alterations. Upon completion of the Tenant Alterations, Tenant shall provide Landlord final lien waivers from the contractor and subcontractors performing such work and as-built plans or drawings with respect to such Tenant Alterations whether Landlord’s consent to such Tenant Alterations was required hereunder.

13.2.6 Subject to the waivers of subrogation set forth in Article 17 , Tenant shall indemnify and hold Landlord harmless from and against any and

all expenses, liens, claims, liabilities and damages based on or arising by reason of the Tenant Alterations caused by Tenant, or its contractors, agents (excluding Landlord or its contractors, agents or employees) or employees. If any Tenant Alterations are made without the prior written consent of Landlord where consent is required by this Lease or are otherwise not made in accordance with this Article 13 , Landlord shall have the right, upon prior written notice to Tenant to remove and correct such work and restore the Demised Premises to their condition immediately prior thereto, and Tenant shall be liable for all reasonable expenses incurred by Landlord in connection therewith. The failure of Landlord to object in writing to Tenant to such Tenant Alterations within th

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