SECOND AMENDED, RESTATED AND CONSOLIDATED LEASE AGREEMENT

Exhibit 10.05

EAST PRATT STREET ASSOCIATES LIMITED PARTNERSHIP

Landlord

and

T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation

Tenant

SECOND AMENDED, RESTATED AND CONSOLIDATED
LEASE AGREEMENT

Dated: November 9 , 2004

TABLE OF CONTENTS

EXHIBITS

The exhibits above have been omitted for purposes of filing this document.

SECOND AMENDED, RESTATED AND CONSOLIDATED LEASE AGREEMENT

100 EAST PRATT STREET
BALTIMORE, MARYLAND

      THIS SECOND AMENDED, RESTATED AND CONSOLIDATED LEASE AGREEMENT (“ this Lease ”) is made as of the 9th day of November , 2004, by and between EAST PRATT STREET ASSOCIATES LIMITED PARTNERSHIP , a Maryland limited partnership (“ Landlord ”), and T. ROWE PRICE ASSOCIATES, INC. , a Maryland corporation (“ Tenant ”).

RECITALS :

     A. Tenant and Landlord’s predecessor in interest, 100 East Pratt Street Limited Partnership, entered into an Amended, Restated and Consolidated Lease dated May 22, 1997, which has been amended by a First Amendment to Amended, Restated and Consolidated Lease to Premises dated October 16, 1997, a Second Amendment to Amended, Restated and Consolidated Lease to Premises dated July 27, 1998, a Third Amendment to Amended, Restated and Consolidated Lease to Premises dated November 7, 2000, and a Fourth Amendment to Amended, Restated and Consolidated Lease to Premises dated December 4, 2003 (collectively, the “ Restated Lease ”).

     B. The parties desire to make certain modifications to the Restated Lease and to ease the review and administration of the Restated Lease. Accordingly, Landlord and Tenant desire to amend, restate and consolidate the Restated Lease, as modified, into a single, integrated document and in accordance with the terms and conditions of this Lease.

     C. Landlord is the owner of a twenty-eight (28) story office and retail building (the “ Building ”) and adjoining multi-level parking garage (the “ Garage ”) located at 100 East Pratt Street, Baltimore, Maryland, situated on approximately 90,724 square feet of land (the “ Land ”) (the Building, the Garage, and the Land are hereinafter collectively referred to as the “ Project ”).

      NOW, THEREFORE , in consideration of the mutual covenants, terms, and conditions contained in this Lease, the foregoing Explanatory Statement (which Explanatory Statement shall form an integral part of this Lease and is hereby incorporated by reference), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree to amend, restate, and consolidate the Restated Lease into a single, integrated document as follows:

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      1. EFFECTIVE DATE; THE PREMISES.

     1.1 This Lease shall be binding against Landlord and Tenant upon its full execution and delivery by both parties; provided, however, that except as otherwise expressly set forth in this Lease, the terms, conditions, covenants and agreements set forth in this Lease shall not take effect until November 1, 2004 (the “ Effective Date ”), and, except as such terms and conditions are expressly amended herein and specifically stated to be applicable prior to the Effective Date, all of the terms and conditions of the Restated Lease shall continue to be effective and shall govern the relationship of Landlord and Tenant with respect to Tenant’s lease of portions of the Building prior to the Effective Date. Promptly after the Effective Date, Landlord and Tenant shall execute and deliver a written declaration in the form attached hereto as Exhibit Z .

     1.2 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, for the term and on the terms, conditions, covenants, and agreements herein provided, approximately 376,964 square feet of Rentable Area described in the table set forth below (the “ Premises ”). The location and configuration of the Premises are outlined in red on Exhibit A attached hereto and made a part hereof.

     *Tenant shall have the right, within six (6) months after the Effective Date, to have its architect confirm the Rentable Area (as defined below) of these portions of the Premises and at such time as the exact number of square feet of Rentable Area for such portions of the Premises is ascertained by mutual agreement between Landlord and Tenant (and their respective architects), Landlord and Tenant shall promptly execute and deliver an amendment to this Lease setting forth the exact number of square feet of Rentable Area included in the Premises and any other conforming modifications to this Section 1.2, Section 3 and the Renovation Improvements Allowance and Base Building Improvements Allowance (as such terms are defined below) as may be reasonably requested by either party in connection therewith.

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Notwithstanding anything herein to the contrary, (i) the Premises shall not include the TRP Lobby Space until the TRP Lobby Space Delivery Date (as defined below), (ii) Landlord’s delivery of that portion of the Premises contained on the third (3 ^rd ) floor of the Building (“ 3 ^rd Floor Space ”) is subject to the relocation of the existing tenant of such space, International Business Machines, Incorporated (“ 3 ^rd Floor Tenant ”) as set forth below in this paragraph, and (iii) Landlord’s delivery of the TRP Mailroom is subject to the consent of the United States Postal Service (which consent Landlord shall pursue with commercially reasonable diligence), and if such consent is not obtained prior to the Effective Date the TRP Mailroom shall be eliminated from the Premises and the parties shall promptly execute and deliver an amendment to this Lease reflecting that the TRP Mailroom shall not be part of the Premises (including conforming modifications to Section 1.2, Section 3 and the Renovation Improvements Allowance and Base Building Improvements Allowance as may be reasonably requested by either party in connection therewith). Landlord shall use commercially reasonable efforts to cause the 3 ^rd Floor Tenant to be relocated from, or to surrender, the 3 ^rd Floor Space prior to the Effective Date; provided, however, that if Landlord is unable, despite its commercially reasonable efforts, to deliver the 3 ^rd Floor Space to Tenant on the Effective Date, Landlord shall not be in default of this Lease, and in such event the 3 ^rd Floor Abatement Period (as defined in Section 3.1 below) shall be extended by one (1) day for each day after the Effective Date that the 3 ^rd Floor Space is delivered to Tenant. Landlord shall deliver the 3 ^rd Floor Space to Tenant in a broom clean condition and otherwise in its then current “AS IS, WHERE IS, WITH ALL FAULTS” condition promptly after the relocation of, or surrender by, the 3 ^rd Floor Tenant.

     1.3 The lease of the Premises includes the right, together with other tenants of the Building and members of the public, to use the common and public areas of the Building subject to the rules and regulations promulgated by Landlord hereunder, but includes no other rights not specifically set forth herein. The lease of the Premises also is subject to any covenants, conditions, and restrictions of record listed on Exhibit BB attached hereto as a part hereof.

     1.4 For purposes of this Lease, the “ Rentable Area ” of the Premises has been computed in accordance with the ANSI/BOMA 1996 standard method of measurement modified to include a 12% common area factor for single-tenant floors (“ Method of Measurement ”). From and after the date of this Lease, Landlord agrees that all space in the Building shall be measured and leased, as existing leases in the Building expire, using the Method of Measurement. A table illustrating the Rentable Area of each of the floors of the Building calculated using the Method of Measurement is attached hereto as Exhibit C .

     1.5 Landlord shall deliver the TRP Lobby Space to Tenant in its then “AS IS, WHERE IS, WITH ALL FAULTS” condition promptly after the date that the current tenant thereof, Sprint Spectrum, L.P., surrenders such space to Landlord (the “ TRP Lobby Delivery Date ”), which surrender Landlord anticipates will occur on or around August 31, 2005). If Sprint fails to vacate the TRP Lobby Space on or before August 31, 2005, Landlord shall use commercially reasonable efforts to cause Sprint to promptly

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vacate the TRP Lobby Space. For the purposes of this Lease, the term “ TRP Lobby Rent Commencement Date ” means the date that is six (6) months after the TRP Lobby Delivery Date. Promptly after the TRP Lobby Delivery Date, Landlord and Tenant shall execute and deliver an amendment to this Lease setting forth the TRP Lobby Rent Commencement Date and amending the annual base rent schedule set forth in Section 3.1 of this Lease to reflect the addition of the TRP Lobby Space to the Premises.

     1.6 (a) In addition to the Premises, subject to the terms and conditions of this Section 1.6, during the Lease Term Tenant shall have the exclusive use of the following areas of the Building at no additional charge to Tenant:

               (i) Two (2) parking spaces located in the Garage as shown on Exhibit D attached hereto and incorporated herein (the “ Existing Equipment Space” ). As of the date of this Lease, Tenant’s existing HVAC unit, emergency generator, fuel storage tanks, switchgear and related equipment (“ Existing Equipment ”) are located in the Existing Equipment Space. In addition to the Existing Equipment Space, Tenant shall have three (3) additional locations in the Project to be mutually identified and reasonably agreed to by Landlord and Tenant (together with the Existing Equipment Space, collectively the “ Equipment Space ”) for the installation, maintenance and operation by Tenant of such additional fuel tanks, switchgear, emergency generators and HVAC equipment reasonably deemed necessary by Tenant for its use of the Premises and approved by Landlord in accordance with this Section 1.6 (together with the Existing Equipment and any other improvements and equipment installed by Tenant in the Exclusive Use Space [as defined below] in accordance with the terms and conditions of this Section 1.6, collectively the “ Tenant Equipment ”).

               (ii) Dedicated riser space at locations in the service core with uninterrupted vertical runs from the basement of the Building through the mechanical room on the eleventh (11 ^th ) floor of the Building (the “ Riser Space ”), the location of which Riser Space is more particularly shown on Exhibit G attached hereto and incorporated herein.

               (iii) [INTENTIONALLY DELETED]

               (iv) Subject to the terms and conditions of subsection (n) below, roof space on the low-rise roof or the high-rise roof of the Building for the installation, maintenance and repair of Tenant’s communications equipment (“ Roof Space ”), the location of which shall be mutually agreeable to Landlord and Tenant in the exercise of each party’s reasonable discretion.

               (v) Subject to the rights of other tenants of the Building, such additional vertical and horizontal conduit and piping locations in the low rise portion of the Building not specifically identified in this Lease but reasonably necessary to support Tenant’s future technology infrastructure in locations to be identified by Tenant and approved by Landlord in the exercise of the parties’ reasonable discretion (the “ Additional Conduit Space ”); provided, however , that Tenant shall have no right to use

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or occupy space in the risers, piping and conduits located in the tower portion of the Building unless Tenant is leasing and occupying a portion of the tower portion of the Building, and in such event Tenant shall only be entitled to use or occupy a proportionate amount of the space in the risers, piping or conduits located in the tower portion of the Building based on the proportion of Rentable Area leased by Tenant in the tower portion of the Building to the aggregate Rentable Area of office space in the tower portion of the Building.

          (b) Subject to the terms and conditions of this Section 1.6, Tenant hereby accepts, or will accept, as applicable, the Equipment Space, Riser Space, Roof Space and Additional Conduit Space (collectively the “ Exclusive Use Space ”) in their “AS IS, WITH ALL FAULTS” condition. Except as otherwise expressly set forth in this Lease, Landlord shall have no obligation to install any improvements or make any alterations or modifications to, on or about the Exclusive Use Space.

          (c) This Section 1.6 is for the lease of the Exclusive Use Space only. Except as otherwise expressly set forth herein, Landlord shall have no obligation to provide electrical, cleaning or other utilities or services to the Exclusive Use Space. At its sole cost and expense, Tenant (a) shall pay for all lighting, bulbs, tubes, ballasts, and starters required for the Exclusive Use Space, and (ii) may request Landlord to provide electrical and cleaning services to the Exclusive Use Space.

          (d) If Tenant is in default under this Section 1.6 with respect to all or any portion of the Exclusive Use Space and fails to cure such default within thirty (30) days after written notice by Landlord to Tenant, Landlord may, but shall not be obligated to, cure the default and charge to Tenant as Additional Rent the costs associated with such cure (and interest shall accrue on such costs at the Interest Rate from the date Landlord incurs such costs) and Tenant hereby releases Landlord from, and agrees that Tenant shall be liable for, any damage or injury caused, created or arising out of Landlord’s curative action regardless of whether caused by the act or omission of Landlord or its agents, contractors or employees. Notwithstanding the foregoing, if Tenant is in default under this Section 1.6 twice in any one calendar year and Tenant fails to cure its second default within thirty (30) days after notice from Landlord, at Landlord’s option, Landlord may cancel Tenant’s rights with respect to such Exclusive Use Space under this Section 1.6 by written notice to Tenant (and such cancellation shall be effective upon delivery of such written notice). In such event, Landlord shall have all rights and remedies available to it at law or in equity with respect to such uncured default.

          (e) Landlord, its agents, contractors and employees, shall not be liable for loss or damage to any personal property, including, but not limited to, Tenant’s Equipment, in, on or about the Exclusive Use Space, caused by fire, theft, explosion, strikes, riots, or by any other cause, and Tenant hereby (i) waives any claim against Landlord in respect thereto, and (ii) agrees to indemnify, defend and hold Landlord harmless against all claims for any loss or damage to any such personal property from any cause whatsoever, regardless of whether caused by the act or omission of Landlord or

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its agents, contractors or employees, except to the extent caused by the negligence of Landlord or its employees, agents or contractors. The relationship between Landlord and Tenant constitutes an agreement to use the Exclusive Use Space subject to the terms and conditions herein only, and that neither such relationship nor the storage of any such personal property in the Building, including the Exclusive Use Space, shall constitute a bailment or create the relationship of bailor and bailee. Tenant bears the sole risk of loss with respect to the any of its property or equipment located in the Exclusive Use Space from any cause whatsoever, including, but not limited to, damage caused by motor vehicles in the Garage, theft or vandalism, except to the extent caused by the negligence of Landlord or its employees, agents or contractors.

          (f) Unless Landlord or Tenant terminates this Lease in accordance with the terms and conditions of Section 17 as a result of such fire or other casualty, if all or any portion of the Exclusive Use Space shall be damaged by fire or other casualty that renders it unusable by Tenant, Landlord will cause the Exclusive Use Space to be repaired and restored with due diligence in accordance with the terms and conditions set forth in Section 17 with respect to Landlord’s obligation to repair and restore of the Building.

          (g) If any portion of the Exclusive Use Space is taken by eminent domain proceedings, then on written notice to the other, either party may terminate this Section 1.6 with respect to such space.

          (h) Tenant shall comply with all Legal Requirements (as defined below) governing the use and occupation of the Exclusive Use Space. Tenant shall not suffer any waste, damage, disfigurement, or injury to the Exclusive Use Space or any other part of the Building, and Tenant shall not use, store or generate in the Exclusive Use Space any Hazardous Materials (as defined below) except that Tenant may use and store such Hazardous Materials in such quantities that are necessary for the operation of the Tenant Equipment so long as such use and storage is in strict compliance with all Legal Requirements and the terms and conditions of Sections 6.3 and 13 of this Lease.

          (i) Landlord reserves the following rights, exercisable with commercially reasonable notice to Tenant (which may be oral or by fax), without liability to Tenant, and Tenant hereby waives any claims of an eviction, constructive or actual, or of disturbance of or interference with Tenant’s use or possession of the Exclusive Use Space, or for setoff or abatement hereunder, in each case by reason of Landlord’s exercise of these rights:

               (i) To make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about all or any part of the Building, or any part thereof, and for such purposes to enter the Exclusive Use Space and, during the continuation of any such work, to temporarily close doors, entryways, public spaces, and corridors in the Building and to interrupt or temporarily suspend services and facilities, yet Landlord shall reasonably cooperate with Tenant so as to avoid to the extent reasonably practical adverse effect on Tenant’s need for the Exclusive Use Space.

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               (ii) To enter the Exclusive Use Space in a lawful manner for any lawful purpose.

               (iii) Tenant shall perform, observe, and comply with the Rules and Regulations of the Building that form a part of this Lease, to the extent they may affect the use or occupation of the Exclusive Use Space, as such Rules and Regulations may be amended from time to time by Landlord in accordance with this Lease.

               (iv) Except as expressly provided in this Section 1.6, Tenant shall make no alterations, modifications or improvements to the Exclusive Use Space without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed.

               (v) The subordination of this Section 1.6 and rights of Tenant granted herein to the lien, operation and effect of any mortgages, deeds of trust, or ground leases now or hereafter placed against the Building shall be governed by the provisions of Section 21 (Subordination). Tenant shall execute and deliver a certificate in respect to this Section 1.6 similar to the certificates required by Section 25.4 of this Lease at any time any certificate under such section is required.

          (j) Tenant shall, at its sole cost and expense, install the Tenant Equipment in accordance with plans and specifications approved by Landlord (in the exercise of its reasonable discretion). The installation of the Tenant Equipment shall be subject to all of the provisions of this Lease, including, but not limited to, Section 9 (Alterations). Without limiting the foregoing, Landlord shall have the right to review and approve all plans for the installation of any fuel tanks or generator equipment in the Equipment Space, which approval shall not be unreasonably withheld or delayed. The Tenant Equipment shall remain in the Exclusive Use Space on the expiration or earlier termination of this Lease, except (i) if Landlord requests its removal in accordance with Section 9.3 of this Lease, or (ii) as otherwise expressly set forth in Section 9.4(d) of this Lease. Notwithstanding the foregoing, during the Lease Term, Tenant shall retain all right, title, and interest in and to the Tenant Equipment and the product contained therein, and Landlord hereby disclaims any right, title, or interest in and to the Tenant Equipment during the Lease Term. Tenant shall deliver the Equipment Space to Landlord on the expiration or earlier termination of this Lease in the condition required by Section 9 (Tenant Alterations) of this Lease. Without limiting Tenant’s other obligations under this Lease, Tenant shall, at its sole cost and expense, install, maintain, and repair the Tenant Equipment in a good and workmanlike manner and keep such equipment in good order and operating condition. Tenant shall appropriately mark or tag all Tenant Equipment, including, but not limited to, Tenant’s cabling, as reasonably required by Landlord to identify the owner or user thereof. If any Tenant Equipment is installed without Landlord’s prior written approval or without such appropriate identification, and Tenant fails to remove it within thirty (30) days after written notice from Landlord to do so, then Landlord shall have the right to remove and correct such Tenant Equipment and restore the Equipment Space to its condition immediately prior thereto, and Tenant shall be

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liable for all expenses incurred by Landlord in connection therewith. Tenant shall coordinate any access to the Equipment Space with Landlord’s property manager for the Building.

          (k) Tenant hereby acknowledges and agrees that (i) Tenant assumes all liabilities and risks in connection with the quality of the air that is introduced or delivered to the Premises by all or any part of the Tenant Equipment, (ii) Landlord shall have no responsibility or liability to Tenant for the quality of the air introduced or delivered to the Premises by all or any part of the Tenant Equipment and Tenant hereby releases and discharges Landlord from all such responsibility and liability and any claims relating thereto, and (iii) Landlord has made no representations or warranties as to the sufficiency or adequacy of the location of the Exclusive Use Space for the installation, operation or use of the Tenant Equipment therein or as to the quality of the air that can be introduced or delivered to the Premises by all or any part of the Tenant Equipment. Tenant, at its sole cost and expense, shall immediately take all necessary actions to prevent the Tenant Equipment from causing any adverse effects to the air quality of the Building. Tenant shall not test any generators installed by Tenant in the Exclusive Use Space except at times expressly authorized by Landlord in writing.

          (l) The provisions of Sections 13 (Insurance) and 15 (Liability of Landlord) shall apply with full force and effect to the lease by Tenant of the Exclusive Use Space, to the end and effect that the Exclusive Use Space be considered an integral part of the Premises for purposes of the provisions of Sections 13 (Insurance) and 15 (Liability of Landlord). Tenant agrees that, in addition to any indemnification provided to Landlord in this Lease, Tenant shall indemnify and shall hold Landlord, Boston Properties Limited Partnership, Boston Properties, Inc., Landlord’s lender, Landlord’s managing agent, and their employees, shareholders, partners, officers and directors, harmless from and against all costs, damages, claims, liabilities and expenses (including attorneys’ fees and any costs of litigation) suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from Tenant’s use of the Equipment Space or Tenant Equipment. Tenant shall be liable to Landlord for any actual damages suffered by Landlord or any other tenant or occupant of the Building for any cessation or shortages of electrical power or any other systems failure arising from Tenant’s use of the Equipment Space or Tenant Equipment.

          (m) Whenever either party exercises a right granted in this Section 1.6 to terminate or cancel this Section 1.6, or this Section 1.6 is terminated or expires in accordance with its terms, such cancellation, termination, or expiration shall in no way affect the validity and status of the balance of this Lease, which balance shall remain in full force and effect without change.

          (n) Subject to the satisfaction, in Landlord’s reasonable judgment, of all of the conditions set forth in this subsection (n), Tenant may, at its sole cost and expense, install and once installed shall maintain on the roof of the Building in the Rooftop Space for use in connection with Tenant’s business in the Premises, reasonably appropriate rooftop equipment (the “ Rooftop Equipment ”). Notwithstanding anything in this Section 1.6 to the contrary, Tenant shall not be permitted to install the Rooftop Equipment unless (i) the Rooftop Equipment conforms to the specifications and

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requirements set forth in drawings and specifications prepared at Tenant’s expense by a licensed professional reasonably approved by Landlord (the “ Rooftop Equipment Drawings ”), which Rooftop Equipment Drawings shall be subject to the prior written approval of Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed), (ii) Landlord approves, which approval shall not be unreasonably withheld, conditioned, or delayed, the size, capacity, power, location, and proposed placement of the Rooftop Equipment, and (iii) Tenant obtains and provides copies to Landlord of all necessary governmental permits and approvals, including, but not limited to, special exception permits, if applicable, for the installation of the Rooftop Equipment in the Rooftop Space. Tenant shall, if directed by Landlord, cause the Rooftop Equipment to be painted in a non-metallic paint selected by Landlord at Tenant’s cost. No promotional or advertising matter or signage shall be attached to, painted, or displayed on the Rooftop Space or the Rooftop Equipment, other than standard logos or identifications placed on such equipment in a modest and customary manner that is not visible from the ground. If the installation of the Rooftop Equipment would penetrate the roof of the Building, then Tenant shall not be permitted to install the Rooftop Equipment unless Tenant warrants and guaranties the roof to the extent that Landlord will lose or forfeit its existing roof warranty or guaranty and unless Landlord approves, in writing, any such adverse effect to the Building’s structure or service systems or any such structural alteration, which approval may be granted or withheld by Landlord in its sole and absolute subjective discretion. The Rooftop Equipment shall be installed by a contractor reasonably acceptable to both Landlord and Tenant and thereafter shall be properly maintained by Tenant, all at Tenant’s sole expense. At the expiration or earlier termination of the Lease Term, the Rooftop Equipment shall be removed from the roof of the Building at Tenant’s sole cost and expense and the roof of the Building shall be returned to the condition it was in prior to the installation of the Rooftop Equipment. Tenant shall pay all subscription fees, usage charges, and hook-up and disconnection fees associated with Tenant’s use of the Rooftop Equipment and Landlord shall have no liability therefor. All of the provisions of the Lease, including, without limitation, the insurance, maintenance, repair, release, and indemnification provisions set forth in this Lease shall apply and be applicable to Tenant’s installation, operation, maintenance, replacement and removal of the Rooftop Equipment.

     Landlord shall not grant tenants who execute leases for space in the Building after the date that this Lease is fully executed and delivered the right to install antennas, dishes, or other equipment on the roof of the Building that would, after consultation with Tenant, materially and adversely interfere with the Rooftop Equipment. Tenant recognizes, however, that there are other tenants in the Building who have rights to install antennas, dishes, and other equipment on the roof of the Building. Tenant agrees that until such time as the Rooftop Equipment Drawings are finalized that other tenants in the Building may exercise their rights to install antennas, dishes, and other equipment on the roof of the Building and that the location of the Rooftop Equipment is subject to the actions of such other tenants in the exercise of their rights. Tenant’s use of the roof of the Building is nonexclusive and that Landlord and other tenants in the Building shall have access to the roof of the Building at all times. Landlord retains the right to grant licenses and other use and occupancy rights to other tenants in the Building and to other third

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parties in Landlord’s sole and absolute subjective discretion. Except as otherwise expressly provided herein, nothing in this subsection (n) shall restrict Landlord’s rights to allow other tenants in the Building to install, use, maintain, repair, operate, repair, replace or remove any antenna, dish, or other equipment on or from the roof of the Building.

     During the Building Hours of Operation (as defined below), except in case of a bona fide emergency such as malfunction, and provided Tenant uses reasonable efforts to notify Landlord (such as by fax or orally), Tenant and its agents and representatives shall be permitted use of and access to the roof of the Building for purposes of examination, maintenance, replacement and repair of the Rooftop Equipment. Tenant shall be solely responsible for the adequacy and safety of the installation and operation of the Rooftop Equipment on the roof of the Building .

     If Landlord contemplates repairs to the roof of the Building that (i) require the temporary removal or relocation of the Rooftop Equipment or (ii) may result in an interruption in Tenant’s telecommunications services, Landlord shall use reasonable efforts to notify Tenant promptly on Landlord’s decision to schedule such work to allow Tenant to make other arrangements for such services, except in the event of an emergency, in which case Landlord shall give Tenant reasonable prior written or oral notice of such work. If such temporary removal or relocation of the Rooftop Equipment is necessary, Landlord shall use its reasonable efforts to provide alternate space to Tenant that is reasonably acceptable to Tenant for temporary Rooftop Equipment. All third party, actual costs of removal, relocation, and re-installation shall be borne by Landlord, as well as any repairs to the roof of the Building and any equipment, machinery or other antennas, dishes, or other items that are physically damaged by Landlord in connection with such removal, relocation, and re-installation of the Rooftop Equipment. Landlord shall not be liable to Tenant for any cessation or interruption of Tenant’s telecommunications services, except to the extent caused by the negligence of Landlord or its employees, agents or contractors; provided, however , that in no event shall Landlord have any liability to Tenant for any claims based on the interruption of or loss to Tenant’s business or for any indirect losses or any consequential damages whatsoever.

     Except as shown on the Rooftop Equipment Drawings, Tenant shall not make any modification to the design, structure, or systems of the Building required in connection with the installation of the Rooftop Equipment without Landlord’s prior written approval of such modification and the plans therefor, which approval may be granted, conditioned, or withheld by Landlord in its sole but reasonable discretion.

     Tenant shall, at its sole cost and expense, secure all necessary permits and approvals from all applicable governmental authorities for the size, placement, operation and installation of the Rooftop Equipment. If Tenant is unable to obtain the necessary approvals and permits from any applicable governmental authority for the Rooftop Equipment, Tenant shall have no remedy, claim, cause of action, or recourse against Landlord, nor shall such failure or inability to obtain any necessary permits or approvals grant Tenant the right to terminate this Lease. Landlord shall cooperate with Tenant in securing all necessary permits and approvals for the Rooftop Equipment; provided,

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however , that Landlord shall not be obligated to spend any monies in connection with obtaining (or seeking to obtain) such permits and approvals.

     Landlord makes no representations or warranties concurring the suitability of the roof of the Building for the installation operation, maintenance, repair and replacement of the Rooftop Equipment, Tenant has had full opportunity to inspect the roof of the Building with professional consultants of its own choosing, and Tenant acknowledges that it has satisfied itself concerning such matters. Without limiting any other obligations of Tenant set forth in the Lease, Tenant shall, at its sole cost and expense, install, maintain, repair and replace the Rooftop Equipment and keep such equipment in good order and operating condition.

      2. THE TERM.

     2.1 The term of this Lease (the “ Lease Term ”) shall be for twelve (12) years and eight (8) months, commencing on the Effective Date and ending on June 30, 2017, unless the Lease Term shall be terminated earlier in accordance with the provisions hereof or extended pursuant to the terms and conditions of Rider No. 1 attached hereto as part hereof. The term “Lease Term” shall include any and all renewals and extensions of the term of this Lease.

     2.2 For purposes of this Lease, the term “ Lease Year ” shall mean a period of twelve (12) consecutive calendar months, commencing on the Effective Date, and each successive twelve (12) month period.

      3. BASE RENT.

     3.1 Commencing on the Effective Date, during each Lease Year of the Lease Term Tenant shall pay to Landlord as annual base rent for the Premises, without set off, deduction or demand, the amounts set forth in the table below in equal monthly installments, due and payable in advance on the first day of each month during the applicable Lease Year:

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      ^† Notwithstanding anything in this Lease to the contrary:

     (i) Tenant’s annual base rent payable to Landlord for the 3 ^rd Floor Space shall abate (the “ Third Floor Rent Abatement ”) for the period from the Effective Date through October 31, 2006 (the “ Third Floor Abatement Period ”). Subject to Section 1.2, the amount of the Third Floor Rent Abatement shall be an amount equal to the product of (x) the Rentable Area of the 3rd Floor Space (i.e., 41,439 sq. ft.) and (y) the then applicable rate of annual base rent on a square foot basis (e.g., for Lease Year 1, $18.80). The Third Floor Rent Abatement shall be applied on a monthly basis such that during the Third Floor Abatement Period each monthly installment of annual base rent shall be reduced by one-twelfth of the amount of the Third Floor Rent Abatement applicable to the then current Lease Year.

     (ii) Tenant’s annual base rent payable to Landlord for a 26,427 square feet of Rentable Area portion of the Tenant’s Premises located on the 5 ^th Floor of the Building (the “ 5 ^th Floor Space ”) shall abate (the “ Fifth Floor Rent Abatement ”) for the period from the Effective Date through October 31, 2006, to the end and effect that: (A) in Lease Year 1 an amount equal to $496,827.60 shall be abated (and such abatement shall be applied on a monthly basis such that each monthly installment of annual base rent shall be reduced by $41,402.30), and (B) in Lease Year 2 an amount equal to $509,248.29 shall be abated (and such abatement shall be applied on a monthly basis such that each monthly installment of annual base rent shall be reduced by $42,437.36).

      ^†† Lease Year 13 is a partial Lease Year consisting of 8 months, except that if this Lease is properly renewed, Lease Year 13 shall be a full Lease Year; provided, however , that the annual base rent payable with respect to that portion of Lease Year 13 occurring during the first renewal term shall be determined in accordance with Rider No. 1 to this Lease.

     3.3 All rent shall be paid to Landlord in legal tender of the United States at East Pratt Street Associates Limited Partnership, c/o Boston Properties, Inc., P.O. Box 3557, Boston, Massachusetts 02441-3557, or to such other party or to such other address as Landlord may designate from time to time by written notice to Tenant. If Landlord shall at any time accept rent after it shall become due and payable, such

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acceptance shall not excuse a delay on subsequent occasions, or constitute or be construed as a waiver of any of Landlord’s rights hereunder.

      4. ADDITIONAL RENT.

     4.1 Operating Expenses .

          (a) Commencing on the Effective Date and continuing for the remainder of the 2004 calendar year, and then continuing with each calendar year thereafter during the Lease Term, Tenant shall pay Landlord, as additional rent for the Premises, Tenant’s proportionate share of the Operating Expenses (as defined below) incurred by Landlord in connection with the management and operation of the Building during any calendar year falling entirely or partly within the Lease Term. For purposes of this Section 4, (i) Tenant’s proportionate share of the Operating Expenses, excluding Real Estate Taxes, shall be that percentage that is equal to a fraction, the numerator of which is the number of square feet of Rentable Area in the Premises, from time to time, and the denominator of which is the total number of square feet of Rentable Area in the Building, excluding the number of square feet devoted to parking in the Garage and retail space and storage space in the Building, and (ii) Tenant’s proportionate share of that portion of the Operating Expenses consisting solely of Real Estate Taxes shall be that percentage that is equal to a fraction, the numerator of which is the number of square feet of Rentable Area in the Premises and the denominator of which is the total number of square feet of Rentable Area in the Building, including the number of square feet devoted to retail space and storage space in the Building. The preceding sentences notwithstanding, Tenant’s proportionate share shall proportionately increase if Tenant expands the Premises and shall proportionally decrease if Tenant contracts the Premises as provided in this Lease; however, it is understood that the number comprising the denominator to determine Tenant’s proportionate share of Operating Expenses is subject to change because of changes in the use or configuration of space in the Project or the addition of space to the Project or the deletion of space from the Project or, with respect to Operating Expenses other than Real Estate Taxes, with respect to the amount of space leased by tenants who pay by separate meter for their electrical or separately pay for janitorial, cleaning, or other utilities or services so that Tenant actually pays its fair share of Operating Expenses; provided, however , that any such change in Rentable Area shall be determined in accordance with the standard set forth in Section 1.4 of this Lease. By execution of this Lease, Tenant accepts the basic obligation to pay its proportionate share of Operating Expenses incurred by Landlord. The specific obligations of Tenant for such Operating Expenses shall be governed by the remaining provisions of this Section 4. Notwithstanding anything in this Lease to the contrary, (i) during the Third Floor Abatement Period with respect to the 3 ^rd Floor Space and (ii) from the Effective Date through October 31, 2006 for 26,427 square feet of Rentable Area of the 5 ^th Floor Space, Tenant’s obligation on account of Operating Expenses, including Real Estate Taxes , with respect to the 3 ^rd Floor Space and 26,427 square feet of Rentable Area of the 5 ^th Floor Space shall be abated (i.e., Tenant’s proportionate share of Operating Expense, including Real Estate Taxes, shall be calculated without regard to Tenant’s lease of the 3 ^rd Floor Space and such portion of the 5 ^th Floor Space during such applicable time periods).

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          (b) The Operating Expenses shall include the costs and expenses described in subsection (1) below, but shall not include the costs and expenses described in subsection (2) below:

               (1)  Included costs and expenses :

                    (i) Gas, water, sewer, electricity and other utility charges (including surcharges) of every type and nature relating to such utilities consumed in the Premises.

                    (ii) Insurance premiums paid by Landlord.

                    (iii) Personnel costs of the Building, including, but not limited to, salaries, wages, fringe benefits and other direct and indirect costs of engineers, superintendents, watchmen, concierge, porters, and any other personnel related to the management, maintenance, repair and operation of the Building.

                    (iv) Costs of service and maintenance contracts, including, but not limited to, chillers, boilers, controls, elevators, mail chute, windows, access systems, the SMS (as defined below), landscaping and snow and ice removal.

                    (v) Except to the extent specifically excluded by subsection (2) below, all other maintenance, supply, and repair expenses incurred in connection with the Building that are deductible by Landlord in accordance with generally accepted accounting principles.

                    (vi) Depreciation (on a straight-line basis) and amortization (over the Approved Period [as defined below]), with interest at Landlord’s cost of financing, or, if the improvement is not financed, at the prime rate reported in The Wall Street Journal on the date of such expenditure, of capital expenditures made by Landlord (A) to reduce energy or other utility costs, or (B) to comply with applicable laws, rules, regulations (including zoning regulations and related requirements), requirements, statutes, ordinances, codes, by-laws, orders and court decisions of the jurisdiction in which the Project is located or the federal government (collectively, the “ Legal Requirements ”) enacted after the Effective Date (except that Operating Expenses shall include such depreciation and interest with respect to improvements made to comply with Legal Requirements enacted prior to the Effective Date to the extent such depreciation and interest was included within Operating Expenses (as defined in the Restated Lease) under the Restated Lease). For the purposes of this Lease, “ Approved Period ” means the time period equal to the longest allowable useful life of the improvement permitted under generally accepted accounting principles, except that with respect to an improvement made for the purpose of reducing energy or other utility costs, Landlord may reduce such time period to the number of years that it will take to fully amortize the cost of the capital expenditure if the yearly amortization amount (including

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interest as aforesaid) is equal to the projected annual savings as reasonably estimated by Landlord.

                    (vii) The reasonable costs of any additional services not provided to the Building at the Lease Commencement Date but thereafter provided by Landlord in the prudent management of the Building.

                    (viii) Real Estate Taxes (as defined below).

                    (ix) Common Area Electricity Charges (as defined below).

                    (x) Common Area Janitorial Charges (as defined below).

                    (xi) Management fees in an amount equal to three percent (3%) of the gross revenues received by Landlord for the office space and retail space in the Building.

                    (xii) Costs of maintaining on-site management or engineering offices for the Building, including, without limitation, the costs of telephone services, office equipment, including upgrades and replacements thereof, and office supplies, but excluding any cost for imputed rent or the initial furnishing of such offices.

                    (xiii) Accounting expenses reasonably incurred by Landlord in calculating Operating Expenses and legal fees and expenses reasonably incurred by Landlord in connection with proceedings undertaken to reduce Operating Expenses.

                    (xiv) The costs and expenses attributable to the operation, management, maintenance and repair of the 12 ^th floor (amenities floor) servicing the Building, including, but not limited to, a commercially reasonable, market rent reasonably determined by Landlord to be attributable to such floor. As of the Effective Date, the parties agree that a commercially reasonable market rent attributable to the 12 ^th floor (amenities floor), on an annual, per square foot basis, is Twenty-Two Dollars ($22.00) per square foot as a stated gross rent (exclusive of Landlord’s costs of insuring the Building and the 12 ^th floor (amenities floor), which costs shall be passed through to Tenant in accordance with this subsection (xiv) as a part of the costs and expenses attributable to the operation, management, maintenance and repair of the 12 ^th floor (amenities floor).

The parties agree that such attributed rent shall increase annually by two and one-half percent (2.5%) on each anniversary of the Effective Date.

                    (xv) Any other reasonable costs and expenses incurred by or on behalf of Landlord in maintaining or operating the Building.

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               (2)  Excluded costs and expenses :

                    (i) Principal or interest payments on and any other charges paid by Landlord for any mortgages, deeds of trust, or other financing encumbrances.

                    (ii) Rental payments (including percentage rent and any increases in base rent) made under any ground lease, except to the extent such rental payments represent payment of Real Estate Taxes (as defined below).

                    (iii) Leasing commissions payable by Landlord and advertising, marketing and promotional expenditures associated with marketing vacant space or to be vacant space in the Building.

                    (iv) [INTENTIONALLY DELETED]

                    (v) Depreciation and amortization of capital improvements, except to the extent included in subsection (1)(vi) above.

                    (vi) The costs of special services, tenant improvements (including architectural and engineering costs) and concessions, repairs, maintenance items or utilities separately chargeable to, or specifically provided for, individual tenants of the Building, including, without limitation, (A) the cost of preparing any space in the Building for occupancy by any tenant or for altering, renovating, repainting, decorating, planning and designing spaces for any tenant in the Building in connection with the renewal of its lease or costs of preparing or renovating any vacant space for lease in the Building (including permit, license and inspection fees) and (B) costs to operate, manage, maintain and repair the 12 ^th floor (amenities floor) which are specifically reimbursed by users of the 12 ^th floor (amenities floor).

                    (vii) Insurance premiums in excess of those for comparable first class office buildings in the Central Business District of Baltimore City, Maryland, provided, however , that reasonable premiums for any insurance coverage that is required by any institutional lender that is the beneficiary of a mortgage (as defined below) encumbering the Project shall not be excluded by this subsection (2)(vii); provided, however , that any premiums payable by Landlord for terrorism insurance, if required by an institutional lender, shall be deemed reasonable under this subsection 2(vii).

                    (viii) Wages, salaries or other compensation of any offsite employees of Landlord or of Landlord’s manager above the level of regional property manager (and excluding the regional manager if Landlord and its Affiliates [as defined in Section 28.2 below] do not collectively own, in the aggregate, Ten Million (10,000,000) square feet or more of office space in the continental United States of America); provided, however , that Operating Expenses shall include Landlord’s

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reasonable allocation (based on time spent in connection with the Building) of wages, salaries and other compensation paid to such offsite employees who are assigned part-time to the operation, management, maintenance or repair of the Building in no event, however, shall Landlord allocate more than 100% of the wages, salaries and other compensation for any single employee among the properties being serviced by such employee).

                    (ix) Wages, salaries or other compensation to any officers of Landlord.

                    (x) Expenditures that are reimbursed or compensated by insurance or warranties.

                    (xi) Late charges imposed on delinquent payments of Real Estate Taxes (except to the extent caused by Tenant’s failure to pay timely to Landlord Tenant’s proportionate share of Real Estate Taxes as set forth below).

                    (xii) Landlord’s income taxes.

                    (xiii) Costs associated with extending the maximum life of capital equipment, structural repairs or of correcting defects in initial design or construction.

                    (xiv) Costs associated with the operation of the business of the partnership or entity that constitutes Landlord as the same are distinguished from the cost of the operation, management, maintenance or repair of the Building.

                    (xv) Cost and expenses incurred in detoxification or other clean-up of the Building or Land legally required as the result of the presence or effects of any Hazardous Materials on or about the Building or Land (excluding testing and other reasonable and customary operating expenses such as periodic radon testing, air sampling and mold investigation).

                    (xvi) Subject to the terms and conditions of Section 14.1(b)(i), effective as of the Janitorial Switchover Date (as defined in Section 14.1(b)(i)), costs for providing janitorial and char services to the Project (other than those for Common Area Janitorial Charges (as defined below)).

               (c) As used above, the term “ Real Estate Taxes ” shall mean (i) all real estate taxes, including, but not limited to, any general and special assessments that are imposed on Landlord or assessed against all or any portion of the Project; (ii) any other present for future taxes or governmental charges that are imposed on Landlord or assessed against all or any portion of the Project, including, but not limited to, any tax levied on or measured by the rents payable by tenants of the Building, which are in the nature of, or in substitution for, real estate taxes; (iii) all taxes that are imposed on Landlord, and that are assessed against the value of any improvements to the Premises made by Tenant or any machinery, equipment, fixtures, or other personal property of

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Tenant used therein, (iv) any rental or other charges or fees imposed upon Landlord in connection with the lease or use of any vault space(s); and (v) expenses (including reasonably attorneys’ fees) incurred in reviewing, protesting, negotiating or seeking (whether formally or informally) a reduction or abatement of Real Estate Taxes. Real Estate Taxes shall not include any income taxes, excess profits taxes, excise taxes, franchise taxes, estate taxes, succession taxes and transfer taxes, except to the extent any of such taxes are in the nature of or are in substitution for or recharacterization or replacement of Real Estate Taxes.

               (d) As used above, the term “ Common Area Electricity Charges ” shall consist of the actual charges for electrical power consumed in the operation of the public and common areas of the Building, as determined by Landlord in its reasonable discretion.

               (e) As used above, the term “ Common Area Janitorial Charges ” shall mean the charges for janitorial, char and cleaning services and supplies furnished for all public and common areas in the Building.

     4.2 If the average occupancy rate for the Building shall be less than one hundred percent (100%) for any calendar year, or partial calendar year, during the Lease Term, then Operating Expenses which fluctuate in relation to the occupied portion of the Building (“ Variable Operating Expenses ”) for the relevant calendar year, or partial calendar year, shall be increased by an amount equal to those Variable Operating Expenses that would have been incurred with respect to such calendar year, or partial calendar year, as reasonably determined by Landlord, if the Building had been one hundred percent (100%) occupied during such calendar year or partial calendar year. Notwithstanding the foregoing, in no event shall Landlord pass through to Tenant any Operating Expenses in excess of the actual amount of the Operating Expenses incurred by Landlord. “Variable Operating Expenses” shall include, but shall not be limited to (except as set forth in the following sentence), janitorial, utility and personnel costs, but shall exclude Real Estate Taxes and other expenses not related to tenant occupancy of the Building. Notwithstanding anything in the previous sentence to the contrary, during the period between November 1, 2004 and October 31, 2007, “Variable Operating Expenses” shall only mean janitorial, utility and personnel costs.

     4.3 Prior to the Effective Date for the period from the Effective Date through December 31, 2004, and at the beginning of calendar year 2005 and each calendar year thereafter during the Lease Term, Landlord shall submit to Tenant a statement setting forth Landlord’s reasonable estimate of the amount of the Operating Expenses (other than Real Estate Taxes) that are anticipated to be incurred during such calendar year and the computation of Tenant’s proportionate share thereof. Except as otherwise provided herein, Tenant shall pay to Landlord on the first day of each month following receipt of such statement during such calendar year an amount equal to Tenant’s proportionate share of the Operating Expenses (other than Real Estate Taxes which shall be payable by Tenant pursuant to Section 4.4 below) multiplied by a fraction, the numerator of which is 1, and the denominator of which is the number of months during such calendar year that

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fall within the Lease Term and follow the date of the foregoing statement. By the later of: (x) May 1 or (y) the last business day of the week in which May 1 occurs, of each calendar year falling entirely or partly within the Lease Term, Landlord shall submit to Tenant: (i) a statement showing the actual amount of Operating Expenses paid or incurred by Landlord during the immediately preceding calendar year, and (ii) the aggregate amount of the estimated payments made by Tenant on account thereof. If the aggregate amount of such estimated payments exceeds Tenant’s actual liability for such expenses, Tenant shall deduct the net overpayment from its next estimated payment or payments on account of Operating Expenses for the then current year, or, in the case of the reconciliation for the calendar year in which the Lease Term expires, Landlord shall pay Tenant the net overpayment (after deducting therefrom any amounts then due from Tenant to Landlord) promptly after determining the amount of such overpayment. If Tenant’s actual liability for such expenses exceeds the estimated payments made by Tenant on account thereof, then Tenant shall promptly pay to Landlord the total amount of such deficiency as additional rent due hereunder.

     4.4 Notwithstanding anything herein to the contrary, Tenant shall pay, as additional rent, its proportionate share of Real Estate Taxes (based on the formula set forth in Section 4.1 above) on a schedule that matches Landlord’s payments of Real Estate Taxes to the taxing authority(ies). Promptly upon Landlord’s receipt of a bill for Real Estate Taxes, Landlord shall forward a copy of the bill along with a statement setting forth a calculation of Tenant’s proportionate share thereof. No later than thirty (30) days after receipt of such bill, Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant’s proportionate share of the Real Estate Taxes as evidenced by such bill. Landlord shall have the right, for a period of twenty-four (24) months after the rendering of any statements (or for a longer period, if reasonably required to ascertain the facts as to any change in Real Estate Taxes), to send corrected statements to Tenant, and any rent adjustments required thereby shall be made within thirty (30) days thereafter. This provision shall survive the expiration or earlier termination of the Lease Term.

     Landlord shall, in its commercially reasonable discretion, diligently and regularly employ legal counsel to contest or appeal assessments of Real Estate Taxes. Tenant’s proportionate share of any net refunds achieved by Landlord (after deducting, to the extent not included in Operating Expenses, all of Landlord’s costs and expenses incurred in connection with achieving such refund, including, without limitation, attorneys’ fees) will be credited to Tenant in cash within thirty (30) days after receipt of a refund by Landlord. Landlord’s obligation to credit Tenant such refund shall survive the expiration or earlier termination of this Lease.

     4.5 If the Lease Term commences or expires on a day other than the first day or the last day of a calendar year, the Operating Expenses to be paid by Tenant for such calendar year shall be apportioned by multiplying the amount of Tenant’s proportionate share thereof for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term, and the denominator of which is 365.

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     4.6 All payments required to be made by Tenant pursuant to this Section 4 shall be paid to Landlord, without setoff or deduction, in the same manner as base rent is payable pursuant to Section 3 hereof.

     4.7 The obligation imposed on Tenant by Section 4.3 hereof to pay for its proportionate share of Operating Expenses described in Section 4.1 hereof for the last calendar year falling entirely or partly within the Lease Term shall survive the expiration or earlier termination of the Lease Term. Similarly, Landlord’s obligation to refund to Tenant the excess, if any, of the amount of Tenant’s estimated payments on account of such Operating Expenses for such last calendar year over Tenant’s actual liability therefor shall survive the expiration or earlier termination of the Lease Term.

     4.8 Notwithstanding anything to the contrary contained in this Lease, for purposes of determining Tenant’s proportionate share of the Operating Expenses during the Lease Term, Operating Expenses for any calendar year shall not include maintenance and repair costs for the line items shown on Exhibit W attached hereto (the “ Capped Costs ”) in excess of the product of $0.40 multiplied by the number of square feet of Rentable Area in the Premises during such calendar year (as escalated pursuant to the penultimate sentence of this Section 4.8, the “ Annual Cap Amount ”). If in any calendar year the Capped Costs are more than the Annual Cap Amount applicable to such year, any such overage shall be carried forward to later calendar years allowing Landlord to charge such overage in later years; provided, however , that in no event shall Tenant be liable in any year for any Capped Costs (including any overage amounts from previous years) that exceed the applicable Annual Cap Amount. However, if in any calendar year the Capped Costs are less than the Annual Cap Amount applicable to such year, any such shortage shall be carried forward to later calendar years allowing Landlord to credit such shortage against Capped Costs in later years. Notwithstanding the foregoing or anything to the contrary contained in the Lease, Tenant shall not be liable for any Capped Costs that exceed, in the aggregate, the sum of (i) $6.845, multiplied by 376,964 (i.e., the amount of Rentable Area in the Premises initially leased by Tenant), plus (ii) Capped Costs attributable to any expansion space leased by Tenant (together, the “ Aggregate Cap Amount ”), during the entire Lease Term. The Aggregate Cap Amount shall be appropriately adjusted in Landlord’s and Tenant’s reasonable judgment to reflect that additional premises (e.g., any First Offer Space, as defined in Rider No. 1 of this Lease) may be leased by Tenant pursuant to the terms of this Lease, the terms of which shall commence after the Effective Date. Commencing on the first (1 ^st ) day of the second (2 ^nd ) Lease Year, and on the first day of each Lease Year thereafter during the Lease Term, the applicable Annual Cap Amount shall be increased by an amount equal to five percent (5%) of the applicable Annual Cap Amount in effect immediately preceding such date. Attached hereto as Exhibit L is an example showing the implementation of the provisions of this Section 4.8.

     4.9 Notwithstanding anything to the contrary contained in this Lease, if the aggregate Controllable Operating Expenses (as defined below) in any calendar year commencing in 2005 increase by more than six percent (6%), on a cumulative and compounding basis, over the Controllable Operating Expenses payable during the

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preceding calendar year, then for purposes of determining Tenant’s proportionate share of Operating Expenses for each calendar during the Lease Term, the amount by which the Controllable Operating Expenses increase during each calendar year shall not exceed in any year an amount that such Controllable Operating Expenses would have been if such Controllable Operating Expenses had increased by six percent (6%) during each calendar year of the Lease Term (“ Controllable Cap ”). If in any calendar year the increase in Controllable Operating Expenses over the Controllable Operating Expenses for the immediately preceding calendar year is less than or greater than the Controllable Cap for such calendar year, any such shortfall or excess shall be carried forward to later calendar years, thereby allowing Landlord to raise the Controllable Cap for such years or apply the excess toward the Controllable Cap for such years, as the case may be (provided that the average increase does not exceed six percent (6%) compounding per year). Tenant’s proportionate share of Operating Expenses shall be calculated after the determination of increases in Controllable Operating Expenses has been made pursuant to this Section 4.9 (subject to Tenant’s obligation to make estimated payments in accordance with Section 4.3 above). For the purposes of this Lease, the term “ Controllable Operating Expenses ” shall mean those Operating Expenses which are not : (i) Capped Costs, (ii) Real Estate Taxes, (ii) insurance costs, (iv) costs for utilities, (v) janitorial or char services costs, (vi) security costs, (vii) personnel costs or (viii) costs for snow removal.

     4.10 If Tenant desires to review Landlord’s determination of the amounts paid by Tenant to Landlord on account of Operating Expenses during any calendar year falling within the Lease Term, then, (a) a regular employee of Tenant or (b) an independent, certified public accountant designated by Tenant, which shall be hired by Tenant on a non-contingency basis), shall have the right, during regular business hours and after providing ten (10) business days advance written notice to Landlord, to inspect and audit Landlord’s books and records relating to such charges. The audit may cover the prior three (3) years of Operating Expense charges. Landlord’s records relating to maintenance associated with capital equipment shall not be limited by time. Beginning in 2004, Landlord shall collect and have available information that will enable Tenant to verify and measure costs associated with HVAC equipment, electrical equipment, structural maintenance and other items that would be considered capital in nature. If Landlord agrees that such audit shows that the amounts paid by Tenant to Landlord on account of such charges exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to any such charges, Landlord shall promptly refund to Tenant the amount of such excess or the amount of such credit, as the case may be. Similarly, if it is determined that the amounts paid by Tenant to Landlord on account of Operating Expenses were less than the amounts to which Landlord was entitled hereunder, then Tenant shall promptly pay to Landlord, as additional rent hereunder, the amount of such deficiency. Tenant shall (and shall cause its agents to) keep the results of such audit strictly confidential. All costs and expenses of any such audit shall be paid by Tenant, except that if such audit shows that the aggregate amount of Operating Expenses was overstated by Landlord by more than three percent (3%), Landlord shall reimburse Tenant for the reasonable out-of-pocket costs and expenses incurred by Tenant in such audit.

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      5. [INTENTIONALLY DELETED]

      6. USE OF PREMISES.

     6.1 With respect to (a) that portion of the Premises not including the Investor Center Space, the Premises shall be used and occupied by Tenant solely as office space and for no other use or purpose, and (b) the Investor Center Space, the Premises shall be used and occupied by Tenant solely as an investor center and for no other use or purpose. Tenant shall not use or occupy the Premises for any unlawful purpose or in any manner that will constitute waste, nuisance or unreasonable annoyance to Landlord or other tenants of the Building. Tenant shall comply with all present and future Legal Requirements concerning the use, occupancy, and condition of the Premises and all machinery, equipment, and furnishings therein, including, but not limited to, the Americans with Disability Act and regulations promulgated from time to time thereunder. It is expressly understood that if any change in the use of the Premises by Tenant, or any alterations to the Premises by Tenant, or any future Legal Requirement requires a new or additional permit from, or approval by, any governmental agency having jurisdiction over the Building, such permit or approval shall be obtained by Tenant on its behalf and at its sole expense. Further, Tenant shall comply with all Legal Requirements that shall impose a duty on Landlord or Tenant relating to or as a result of the use or occupancy of the Premises. Tenant shall pay all fines, penalties, and damages that may arise out of or be imposed on Landlord or Tenant because of Tenant’s failure to comply with the provisions of this Lease.

     6.2 Tenant shall pay any business rent or other taxes that are now or hereafter levied on Tenant’s use or occupancy of the Premises, the conduct of Tenant’s business at the Premises, or Tenant’s equipment, fixtures, or personal property. If any such taxes are enacted, changed, or altered so that any of such taxes are levied against Landlord, or the mode of collection of such taxes is changed so that Landlord is responsible for collection or payment of such taxes, Tenant shall pay any and all such taxes to Landlord as additional rent on written demand from Landlord.

     6.3 Tenant shall not cause or permit any Hazardous Materials (as defined below) to be generated, used, released, stored or disposed of in or about the Building, provided that Tenant may use and store in accordance with all Environmental Laws in accordance with all Environmental Laws reasonable quantities of: (a) standard cleaning and office materials as may be reasonably necessary for Tenant to conduct normal general office use operations in the Premises, and (b) such materials as are necessary to operate the Tenant Equipment on the terms and conditions set forth in Section 1.6(h). At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials and in compliance with all Environmental Laws. “ Hazardous Materials ” means (a) asbestos and any asbestos containing material and any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable Law as a “hazardous substance,” “hazardous

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material,” “hazardous waste,” “infectious waste,” “toxic substance,” “toxic pollutant” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources, and (c) any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or byproduct material), medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance whose presence could be detrimental to the Building or the Land or hazardous to health or the environment. “ Environmental Law ” means any present and future law and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other requirements or guidelines of governmental authorities applicable to the Building or the Land and relating to the environment and environmental conditions or to any Hazardous Material (including, without limitation, CERCLA, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 33 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. § 1101 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and any so-called “Super Fund” or “Super Lien” law, any Law requiring the filing of reports and notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar state and local laws, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter promulgated thereunder concerning the environment, industrial hygiene or public health or safety). Notwithstanding the expiration or any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Invitee in or about the Project, whether before or after Effective Date. Tenant shall give Landlord immediate oral and follow-up written notice of any actual or threatened Environmental Default (as defined below), which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the satisfaction of Landlord and only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “ Environmental Default ” means any of the following by Tenant or any Invitee: (i) a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises, the Land or the Building; or (ii) an environmental condition requiring responsive action; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to immediately address same to Landlord’s satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or

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governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, then Tenant shall pay the reasonable costs therefor as additional rent. Promptly upon request, Tenant shall execute from time to time affidavits, representations and similar documents concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials at or in the Building, the Land or the Premises.

     6.4 During the Lease Term, subject to the rights of existing tenants (i.e., tenants with leases for portions of the Building as of the date of this Lease) as set forth in Exhibit V and provided that Tenant leases and occupies a minimum of 84,000 square feet of Rentable Area in the Building, Landlord shall not lease, grant an occupancy license, or otherwise transfer (collectively “ Landlord Transfer ”) space in the Building (a) to a Mutual Fund Complex (as defined below) other than Tenant or (b) for a retail center for the sale of financial services and products such as mutual funds and discount brokerage services. For purposes of this paragraph, a “ Mutual Fund Complex ” means an entity or group of affiliated entities whose primary business is the underwriting or investment management of mutual funds or other investment companies (regardless of whether its registered under the Investment Company Act of 1940) and having a collective net asset value in excess of Ten Billion Dollars ($10,000,000,000) as of the date of the Transfer as reported in The Wall Street Journal or other generally accepted industry source. If any other tenant of the Building uses the premises leased to it in violation of this Section 6, Tenant may notify Landlord in writing of such fact and may request that Landlord enforce the provisions of such lease to prevent such use(s) that violate the provisions of this Section 6.4. Landlord may, at its option, and in the exercise of its sole but reasonable discretion, take reasonable action to enforce the provisions of such lease within thirty (30) days after Landlord’s receipt of the notice from Tenant. If Landlord fails or declines to take such action within such time period, Tenant may, at its expense, bring suit against such tenant in a court of competent jurisdiction to terminate such tenant’s use(s) of its leased premises that violate this Section 6.4. Landlord shall have no obligation to take any such action and Tenant shall have no cause of action against Landlord for Landlord’s failure or refusal to take any such action. This Section 6.4 shall be of no force and effect if, at any time, in Landlord’s reasonable judgment, the enforcement rights granted to Tenant in this section would violate any Legal Requirements applicable to Landlord, Tenant or the Building (or any portion thereof). Tenant shall defend, protect, indemnify and hold Landlord harmless from and against any and all liability, judgments, losses, costs (including, without limitation, attorneys’ fees and court costs), cause of action and damages arising out of or in connection with the enforcement right granted to Tenant pursuant to the provisions of this section. This section will not apply to any lease that has been executed prior to the date of this Lease and any assignment of any such lease or any renewal, expansion, relocation or sublease of any space that is the subject of any such lease.

      7. ASSIGNMENT AND SUBLETTING.

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     7.1 (a) Tenant shall not have the right to assign, transfer, mortgage, or otherwise encumber this Lease or its interest herein without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Unless otherwise expressly provided by this Lease, (a) no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) any attempted assignment or transfer by Tenant of this Lease or its interest herein without Landlord’s consent shall, at the option of Landlord, terminate this Lease. However, in the event of such termination, Tenant shall remain liable for all rent and other sums due under this Lease and all damages suffered by Landlord on account of such breach by Tenant.

          (b) Landlord’s consent to an assignment or transfer that results from the merger, consolidation or other corporate reorganization of Tenant, or the sale or transfer of the capital stock, partnership interests, membership interests or other ownership interests of Tenant shall not be required if: (i) Tenant is not in default under any of the terms and provisions of this Lease and (ii) Tenant certifies to Landlord in writing within thirty (30) days after such merger, consolidation, reorganization or sale of stock, partnership interests, membership interests or other ownership interests that: (A) Tenant will be able to satisfy its financial obligations under this Lease and (B) such merger, consolidation, reorganization, or sale of stock, partnership interests, membership interests or other ownership interests is subject to the Lease.

          (c) In the event of any assignment or transfer under Section 7.1(a) or (b) above, Tenant shall remain fully liable as a primary obligor and principal for Tenant’s obligations and responsibilities under this Lease, including, but not limited to, the payment of all rent and other charges required hereunder and the performance of all conditions and obligations to be performed under this Lease.

     7.2 Except as provided below, Tenant shall not have the right to sublease (which term, as used herein, shall include any type of subrental arrangement and any type of license to occupy) all or any part of the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however , that it shall not be unreasonable for Landlord to withhold its consent if Tenant is in default hereunder, or if Landlord determines, in its reasonable discretion, that the character of the proposed subtenant or the nature of the activities to be conducted by such proposed subtenant would adversely affect the other tenants of the Building or would impair the reputation of the Building as a first class office building or that the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee (i) is likely to increase the Operating Expenses for the Building beyond that which Landlord now incurs for use of by Tenant unless such subtenant or Tenant agrees to pay for such costs; (ii) is likely to increase the burden on elevators or other Building systems or equipment over the burden before such proposed subletting or assignment; (iii) violates or is likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the

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Premises, or (iv) provided that Landlord is a real estate investment trust, the proposed sublease may have an adverse effect on the real estate investment trust qualification tests applicable to Landlord and its affiliates. Landlord shall have a period of ten (10) business days after receipt of Tenant’s written request for Landlord’s approval of a sublease and all information necessary for Landlord to make a determination as set forth herein to grant or deny its approval of a proposed sublease by Tenant. If Landlord fails to respond within the ten (10) business day period therefor, Tenant shall send a second (2 ^nd ) written request to Landlord, which request shall include the following legend “ THE FAILURE BY LANDLORD TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS REQUEST SHALL MEAN THAT LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE MATTER FOR WHICH APPROVAL IS SOUGHT AS SET FORTH IN THIS REQUEST ”, and if Landlord fails to grant or deny its approval within five (5) business days of such second (2 ^nd ) request, Landlord’s approval of such sublease shall be deemed granted. Any disapproval by Landlord of a proposed sublease by Tenant shall be accompanied by a written notification from Landlord setting forth the reasons for such disapproval. Furthermore, Tenant shall not have the right to sublease all or any portion of the Premises without first complying with the following:

          (a) Tenant shall give Landlord at least ten (10) business days advance written notice of Tenant’s intention to sublease a portion of the Premises (specifying the portion of the Premises proposed to be sublet), along with sufficient information about the proposed subtenant to enable Landlord to make the determination called for by this Section 7.2.

          (b) Except as set forth in this subsection (b), provided Tenant is not in default under any terms and provisions of this Lease, beyond any applicable notice and cure period, Tenant shall be entitled to retain any profit derived from subletting the Premises or any part thereof. Any net profits received by Tenant in connection with its aggregate subleasing of more than Forty-Two Thousand Five Hundred (42,500) square feet of Rentable Area of the Premises will be shared evenly by Landlord and Tenant on a 50/50 basis after all transaction costs of such sublease(s) are first deducted. Sublease transaction costs may include, but shall not be limited to, downtime, tenant improvement work or allowances, leasing commissions and the cost of any other concessions or expenses required to sublease the applicable space. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease or assignment and expenses incurred by Tenant in connection therewith. Tenant may engage any brokerage firm of its choice for the subleasing of the Premises and shall indemnify, defend (with attorneys reasonably acceptable to Landlord) and hold Landlord harmless from and against any commissions or fees payable with respect to any brokers or brokerage firms involved in the subleasing of space in the Premises by Tenant.

     7.3 Notwithstanding the provisions of Section 7.1 and 7.2 hereof to the contrary, if consent to any assignment or subletting is required by the holder of any mortgage encumbering all or any portion of the Project, no assignment of this Lease or sublease of all or any portions of the Premises shall be permitted without the prior

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written consent of such holder. The grounds for any holder of a mortgage secured by the Project to withhold its consent to a proposed assignment of this Lease or sublease of all or any portion of the Premises shall be limited to those bases specifically enumerated in this Section 7. If such holder fails to grant or deny its consent within seventeen (17) business days after receipt of Tenant’s written request for Landlord’s approval of an assignment or sublease and Landlord’s receipt of all information necessary for Landlord to make a determination as set forth herein to grant or deny its approval of a proposed assignment or sublease by Tenant, then the holder’s approval of such assignment or sublease in that particular instance shall be deemed to have been granted. Landlord agrees to use its reasonable efforts to obtain promptly such required consent to any proposed assignment or subletting.

     7.4 The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee, or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Sections 7.1 or 7.2 hereof, as applicable, for any subsequent assignment or subletting. For any period during which Tenant is in default hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each subtenant to pay said rent directly to Landlord. If Landlord consents to an assignment or subleasing in any instance, Tenant shall submit any and all instruments of assignment and sublease to Landlord for Landlord’s prior written approval as to form and substance, which approval shall not be unreasonably withheld, conditioned or delayed, but which instruments shall provide, as an express condition precedent to Landlord’s prior approval, that any subtenant or assignee agree to remain jointly and severally liable to Landlord for all obligations imposed by any such agreement of assignment or sublease. Tenant shall reimburse Landlord for all reasonable, out-of-pocket costs incurred by Landlord in connection with any request by Tenant to sublease all or any portion of the Premises or to assign this Lease, plus an administrative fee of One Thousand and 00/100 Dollars ($1,000.00) per request (whether or not Landlord’s consent thereto is granted).

     7.5 [INTENTIONALLY DELETED]

     7.6 (a) Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent shall not be required for any assignment or subletting to an Affiliate of Tenant (as defined below) or a Parent of Tenant (as defined below), provided (i) that any assignee will be able to satisfy its financial obligations under this Lease, (ii) that any assignee shall take subject to this Lease such that the assignee shall be bound by the terms and conditions of this Lease and all of the obligations and liabilities of Tenant under this Lease so long as the applicable assignee has privity of estate with Landlord with respect to this Lease, (iii) that any assignee or subtenant shall conduct a business which qualifies as a permitted use under this Lease, and (iv) that the character of any assignee or subtenant and the nature of its activities on

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the Premises and in the Building will not adversely affect other tenants in the Building or impair the reputation of the Building as a first class office building. Tenant shall notify Landlord within ten (10) business days after such assignment or sublease and deliver to Landlord a certificate executed by Tenant certifying that, with respect to an assignment, the assignee or the assignment, as the case may be, satisfies clauses (i), (iii) and (iv) of this Section 7.6, or with respect to a sublease, the subtenant or sublease satisfies clauses (iii) and (iv) of this Section 7.6, and (B) with respect to an assignment, evidence reasonably satisfactory to Landlord that clause (ii) of this Section 7.6 has been satisfied (the “ Notification Requirements ”), and if Tenant fails to satisfy the Notification Requirements within such ten (10) business day period and then further fails to satisfy the Notification Requirements within five (5) business days after Tenant has received from Landlord a written inquiry as to whether an assignment or subletting under this Section 7.6 has occurred or a written demand from Landlord that Tenant comply with the Notification Requirements, Tenant shall pay to Landlord liquidated damages, as additional rent, in an amount equal to One Thousand Dollars ($1,000) per day until Tenant satisfies the Notification Requirements. The parties agree that: (i) at Landlord’s sole option, such failure to satisfy timely the Notification Requirements after the expiration of both the ten (10) business day period after the occurrence of the assignment or subletting and the five (5) business day period after Landlord’s written inquiry or demand shall constitute an immediate default by Tenant with no further grace or cure period and (ii) it would be difficult to ascertain Landlord’s actual damages in connection with Tenant’s failure to timely satisfy the Notification Requirements and such liquidated damages are a reasonable estimate of Landlord’s damages and are not a penalty, and shall be in addition to any other rights or remedies of Landlord under this Lease.

          (b) In the event of any such assignment or subletting pursuant to this Section 7.6, Tenant shall remain fully liable as a primary obligor and principal for Tenant’s obligations and responsibilities under this Lease, including, but not limited to, the payment of all rent and other charges required hereunder and the performance of all conditions and obligations to be performed under this Lease.

          (c) For purposes of this Section 7.6, an “ Affiliate of Tenant ” shall mean any corporation, limited liability company, association, trust, or partnership (i) that Controls (as herein defined) Tenant, (ii) that is under the Control of Tenant through stock ownership or otherwise, or (iii) that is under common Control with Tenant. For the purposes hereof, a “ Parent of Tenant ” shall mean any corporation, limited liability company, association, trust, or partnership (i) that Controls Tenant, or (ii) that owns more than fifty percent (50%) of the issued and outstanding voting securities of Tenant. The terms “ Control ” or “ Controls ” as used in this Section 7.6 shall mean the power to directly or indirectly influence the direction, management, or policies of Tenant or such other entity.

     7.7 Tenant represents and warrants to Landlord that Tenant is not a person or entity listed on the Specially Designated Nationals and Blocked Persons List pursuant to the regulations of the Office of Foreign Assets Control (“ OFAC Listed Persons ”) of the

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U.S. Department of Treasury and Tenant agrees that it shall not assign its interest in this Lease or sublease any portion of the Premises to any OFAC Listed Persons as specified in any applicable statute or executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or other governmental action relating thereto.

     7.8 Notwithstanding anything in this Section 7 to the contrary, if Landlord advises Tenant of any potential adverse effect of any proposed sublease or assignment on the real estate investment trust qualification tests applicable to Landlord and its affiliates, Tenant will exercise its best efforts to structure any such proposed sublease or assignment so that the portion of the excess rents that become payable to Landlord will not have such adverse effect, and if Tenant is unable so to structure any proposed sublease or assignment, then Landlord shall have the right in its sole and absolute discretion to withhold its consent to the proposed sublease or assignment. No part of the rent payable under this Lease shall be based in whole or in part on the income or profits derived from the Premises except for percentage rent based on gross (not net) receipts or sales. If the lender providing financing for all or any portion of the Project succeeds to Landlord’s interests under this Lease and such lender’s counsel advises Landlord that all or any portion of the rent payable under this Lease is or may be deemed to be unrelated business income within the meaning of the Internal Revenue Code or regulations issued thereunder, such lender may elect to amend unilaterally the calculation of rent so that none of the rent payable to such lender under this Lease will constitute unrelated business income but the amendment shall not increase Tenant’s payment obligations or other liability under this Lease or reduce Landlord’s obligations under this Lease. At such lender’s request, Tenant shall execute any document such lender deems necessary to effect such amendment of this Lease. Any sublease of all or any portion of the Premises shall include the foregoing provisions of this Section 7.8.

      8. MAINTENANCE AND REPAIRS.

     8.1 At Tenant’s expense, Tenant will keep and maintain the Premises, all fixtures and equipment located therein, except that if any escalators are installed by Tenant or on Tenant’s behalf in connection with the buildout of the TRP Lobby Space as set forth in Section 9.1 of this Lease (“ TRP Escalators ”), Landlord, at Tenant’s expense, will maintain the TRP Escalators, in a clean, safe and sanitary condition and make all required repairs thereto. At the expiration or earlier termination of the Lease Term, Tenant shall surrender the Premises, broom clean, in the same order and condition in which they are in on the Lease Commencement Date, ordinary wear and tear and unavoidable damage by casualty excepted. Landlord shall install (subject to reimbursement in accordance with Section 4) all replacement tubes for all Building standard fluorescent light fixtures in the Premises. All other bulbs, tubes, and lighting fixtures for the Premises shall be provided and installed by Landlord at Tenant’s cost and expense and as additional rent.

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     8.2 Except as otherwise provided as to casualty matters in Section 17 hereof, all injury, breakage, and damage to the Premises and to any other part of the Building caused by any act or omission of Tenant, or of any agent, employee, subtenant, contractor, customer, client, licensee, guest or other invitee of Tenant (each an “ Invitee ” or collectively, the “ Invitees ”), shall be repaired by and at the sole expense of Tenant, except that Landlord shall have the right, at its option, to make such repairs and to charge Tenant as additional rent for all costs and expenses incurred in connection therewith. The liability of Tenant for such costs and expenses shall be reduced by the amount of any insurance proceeds received by Landlord on account of such injury, breakage, or damage.

     8.3 Landlord shall keep and maintain the exterior and demising walls, foundations, roof, and common areas that form a part of the Building, and the Building standard mechanical, electrical, HVAC, and plumbing systems, elevators, escalators, windows, pipes and conduits that are provided by Landlord in the operation of the Building or, on a non-exclusive basis, the Premises in clean, safe, sanitary, and operating condition to ensure that the working condition of such items is in accordance with a standard at least equal to the level of quality existing on the Effective Date. All common or public areas of the Project (including, but not limited to, the first floor lobby area and the exterior landscaping) shall be maintained by Landlord in accordance with standards customarily maintained by first class office buildings in the Baltimore, Maryland area. Tenant shall promptly provide Landlord with written notice of any defect or need for repairs in or about the Building of which Tenant is aware; provided, however , Landlord’s obligation to repair hereunder shall not be limited to matters of which it has been given notice by Tenant. Notwithstanding any of the foregoing to the contrary: (a) maintenance and repair of special tenant areas, facilities, finishes and equipment (including, but not limited to, any special fire protection equipment, telecommunications and computer equipment, kitchen/galley equipment, or internal staircase(s) which may be installed by or at the request of Tenant, supplemental air-conditioning equipment serving the Premises only and all other furniture, furnishings and equipment of Tenant and, except as otherwise expressly set forth herein, all Alterations, including, but not limited to, Renovation Improvements and Base Building Improvements) shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building structure and systems with respect to maintenance and repair responsibilities; and (b) Landlord shall have no obligation to make any repairs brought about by any act or neglect of Tenant or any Invitee.

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      9. TENANT ALTERATIONS.

     9.1 The Premises shall be delivered to and accepted by Tenant in their present “AS-IS, WHERE IS WITH ALL FAULTS” condition except as otherwise expressly set forth in this Lease. Except as otherwise expressly required by this Lease, Landlord shall not make, and is under no obligation to make, any structural or other alterations, decorations, additions, or improvements in or to the Premises or Building.

     As to any space Landlord delivers to Tenant and stated in this Lease as “AS IS WHERE IS, WITH ALL FAULTS” condition Landlord shall correct any latent defects in any such space which were not readily discoverable by Tenant by a non-invasive inspection of the relevant space as of the Effective Date (provided, however, that for any such space that Tenant has occupied prior to the Effective Date, such latent defects must not have been actually discovered by Tenant or been readily discoverable during its occupancy) and for which Landlord is responsible for correction pursuant to the provisions of this Lease.

     9.2 (a) Except as otherwise expressly set forth in this Lease, Tenant will not make or permit anyone to make any alterations, decorations, additions or improvements (hereinafter referred to collectively as “ improvements ” or “ Alterations ”), structural or otherwise, in or to the Premises or the Building, without the prior written consent of Landlord which may be granted or withheld in Landlord’s sole and absolute discretion; provided, however , that improvements to the interior of the Premises that (i) are not readily visible to the exterior of the Building or the common and public areas thereof, (ii) are not structural, (iii) do not affect the electrical, mechanical, fire or life safety systems within the Building, and (iv) are otherwise in conformance with all applicable Legal Requirements affecting the Building, shall be subject to the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Decoration work (i.e., work that does not require a permit) that costs less than One Dollar ($1) per square foot of the Rentable Area of the Premises will not require Landlord’s consent, that is, $376,964 based on the current space leased by Tenant.

     (b) Any Alterations made by Tenant shall be made: (i) in a good, workmanlike, first-class and prompt manner and otherwise in accordance with the Landlord’s rules; (ii) using new materials or first class grade materials only; (iii) by a contractor, on days, at times and under the supervision of an architect approved in writing by Landlord; (iv) 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; (vi) in accordance with all Legal Requirements and Insurance Requirements (as defined below); (vii) after having obtained any required consent of the holder of any mortgage; (viii) after obtaining public liability and worker’s 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 (ix) after Tenant has obtained and delivered to Landlord written, unconditional waivers of

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mechanics’ and materialmen’s liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for all work, labor and services to be performed and materials to be furnished in connection with Alterations.

     (c) If any lien (or a petition to establish such lien) is filed in connection with any Alteration, such lien (or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond acceptable to Landlord. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. If Tenant shall fail to discharge any such mechanic’s or materialmen’s lien, Landlord may, at its option, discharge such lien and treat the cost thereof (including attorneys’ fees incurred in connection therewith) as additional rent payable with the next monthly installment of annual base rent falling due; it being expressly agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging such lien. It is understood and agreed that any improvements to the Premises shall be conducted on behalf of Tenant and not on behalf of Landlord, and that Tenant shall be deemed the “owner” of such improvements (and not the agent of Landlord) for purposes of the application of State of Maryland lien laws.

     (d) Except as otherwise set forth in Section 9.4 of this Lease, all Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building shall be performed by a contractor or subcontractor approved by Landlord and completed at Tenant’s expense.

     (e) Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings and one (1) AutoCAD computer disc showing such Alteration in place.

     (f) When granting its consent, Landlord may impose any reasonable conditions it deems appropriate, including, without limitation, the approval of plans and specifications, approval of the contractor or other persons who will perform the work, and the obtaining of required permits and specified insurance. It shall be reasonable for Landlord to insist that portions of the Premises visible to the public shall maintain a uniform appearance with the rest of the Building. Landlord’s review and approval of any such plans and specifications and its consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable Legal Requirements and requirements of the insurers of the Building (“ Insurance Requirements ”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to all applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance with all applicable Legal Requirements or Insurance Requirements of such plans, specifications and work.

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     (g) Except as otherwise set forth in Section 9.4(b) below, Landlord shall not charge Tenant a construction supervisory fee in connection with any Alterations made by Tenant in the Premises or the Building .

     9.3 Tenant shall indemnify and hold Landlord harmless from and against any and all expenses, liens, claims, liabilities, and damages based on or arising, directly or indirectly, by reason of the making of any improvements to the Premises by Tenant, or its contractors, agents, or employees. If any improvements are made without the prior written consent of Landlord, Landlord shall have the right to remove and correct such improvements and restore the Premises to their condition immediately prior thereto, and Tenant shall be liable for all expenses incurred by Landlord in connection therewith. All improvements to the Premises or the Building made by either party shall remain on and be surrendered with the Premises as a part thereof at the end of the Lease Term, except that if Tenant is not in default under this Lease, Tenant shall have the right to remove, at its expense, before the expiration of the Lease Term, all movable furniture, furnishings, and equipment installed in the Premises solely at the expense of Tenant. All damage and injury to the Premises or the Building caused by such removal shall be repaired by Tenant at Tenant’s sole expense. If such property of Tenant is not removed by Tenant prior to the expiration or earlier termination of this Lease, the same shall become the property of Landlord and shall be surrendered with the Premises as a part thereof.

     9.4 (a) Tenant intends to perform substantial improvements to the Premises in order to renovate them for Tenant’s use during the Lease Term (the “ Renovation Improvements ”). Tenant’s performance and construction of the Renovation Improvements (“ Renovation Improvements Work ”) shall be subject to the terms and conditions of this Section 9. In connection with the Renovation Improvements Work, Tenant shall have the right to perform its own construction, subject to Landlord’s prior approval of all architectural, structural and MEP plans and specifications (such approval to be granted or denied in the exercise of Landlord’s sole but reasonable discretion) and Tenant’s proposed list of contractors. Landlord shall have the right to approve, in the exercise of its sole but reasonable discretion, Tenant’s structural and mechanical engineers and structural contractor for any structural work to be performed in connection with the Renovation Improvements Work. Exhibit AA attached hereto as a part hereof contains a list of structural and mechanical engineers and structural contractors that have been pre-approved by Landlord.

     During the performance of the Renovation Improvements Work Landlord and its agents shall have the right to have access to the Premises and to review such construction to confirm that the Renovation Improvements Work is in accordance with plans and specifications approved by Landlord. Tenant will provide Landlord with a complete set of accurate as-built drawings and one (1) AutoCAD computer disc showing the Renovation Improvements in place.

     (b) Subject to the terms and conditions set forth herein, in addition to the Renovation Improvements, Tenant shall also have the right to perform, at Tenant’s sole cost and expense (except as expressly set forth herein), certain alterations or

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improvements to the Building and Building systems, including, without limitation, the following items (the “ Base Building Improvements ”):

Subject to Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed if selected from items a. through m. set forth above), Tenant shall have the right to select which, if any, of the Base Building Improvements it desires to have performed; provided, however, that items c., g., k. and m. (to the extent item m. is required) must be selected and performed in accordance with a construction schedule reasonably acceptable to Landlord and Tenant. Notwithstanding anything herein to the contrary: (i) Landlord shall perform any work related to the installation of the WiFi equipment, which shall be performed at Tenant’s expense (except that, subject to the terms and conditions of this Section 9.4, the Base Building Improvements Allowance may be applied to such expenses), (ii) if any proposed Base Building Improvements not included in the list set forth above are structural in nature or would affect the electrical or mechanical systems within the Building, at Landlord’s option the work for such Base Building Improvements shall be performed by Landlord at Tenant’s expense (except as otherwise expressly set forth herein) (collectively “ Landlord Base Building Work ”), and (iii) no Base Building Improvements shall be made (including, but not limited to, those listed above) if such Base Building Improvements will adversely impact the structural integrity of the Building (as reasonably determined by Landlord). Any Base Building Improvements proposed by Tenant and not included in the list set forth above

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shall be subject to Landlord’s approval, which approval may be granted or denied in the exercise of Landlord’s sole but reasonable discretion.

     Except as otherwise expressly set forth herein, to the extent the performance of the Base Building Improvements work that is not Landlord Base Building Work ( “Tenant Base Building Work ”; collectively with the Landlord Base Building Work, the “ Base Building Work ”), the performance thereof shall be subject to all of the terms and conditions of this Section 9. In connection with the Tenant Base Building Work, Tenant shall have the right to perform its own construction, subject to Landlord’s prior approval of all architectural, structural and MEP plans and specifications and Tenant’s proposed list of contractors. Landlord shall have the right to approve, in the exercise of its sole but reasonable