OFFICE LEASE

Office Lease Agreement

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Cousins Properties Incorporated | FIRST STATES INVESTORS 104, LLC | NATIONAL BANKING ASSOCIATION

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Title: OFFICE LEASE
Governing Law: North Carolina Date: 3/16/2009
Industry: Real Estate Operations Law Firm: Morgan Lewis Sector: Services

Exhibit 10.70

OFFICE LEASE

LANDLORD:		FIRST STATES INVESTORS 104, LLC, A DELAWARE LIMITED LIABILITY COMPANY

TENANT:		BANK OF AMERICA, N.A., A NATIONAL BANKING ASSOCIATION

DATE: AUGUST 1, 2004

TABLE OF CONTENTS

LEASE AGREEMENT		1

A. DEFINITIONS		1

B. SPECIFIC TERMS AND CONDITIONS		11

ARTICLE 1 - PREMISES		11
1.1	Lease of Premises	11
1.2	Delivery of Premises	11
1.3	Contraction Option	11
1.4	ROFO.	11
1.5	Re-Measurement	11

ARTICLE 2 - TERM		12
2.1	Commencement Date	12
2.2	Term of Lease	12
2.3	Options to Extend	12
2.4	Early Termination Right	12

ARTICLE 3 - LEASE INDUCEMENT/RENT		12
3.1	Lease Inducement	12
3.2	Base Rent	12
3.3	Base Rent Adjustment	13
3.4	Personal Property Taxes	13
3.5	Definition of Rent	13
3.6	Late Charge	14

ARTICLE 4 - OPERATING EXPENSES		14
4.1	Tenant’s Responsibility for Operating Expenses	14
4.2	High-Rise Operating Expenses	14
4.3	Low-Rise Operating Expenses	15
4.4	Revised Operating Expenses	15
4.5	Gross-Up	16
4.6	Procedure for Payment of Operating Expense Adjustments	16
4.7	Review of Operating Expenses	18
4.8	Tax Protests	18
4.9	Limitation on Ad Valorem Tax Increases	18
4.10	Limitation on Capital Improvements	19

ARTICLE 5 - USE		19
5.1	Permitted Use	19
5.2	Exclusivity	19
5.3	Restriction on Use	19
5.4	Common Areas	20
5.5	Use of Building Shafts & Conduits	20
5.6	Freight/Receiving	20

ARTICLE 6 - ATM INSTALLATION		20
6.1	Existing ATM	20
6.2	Additional ATMs	20

ARTICLE 7 - ALTERATIONS AND ADDITIONS		21
7.1	Tenant’s Rights to Make Alterations	21
7.2	Installation of Alterations	21
7.3	Tenant Improvements - Treatment at End of Lease	22

ARTICLE 8 - TENANT’S REPAIRS		22
8.1	Obligations to Repair	22
8.2	Right to Repair	22

ARTICLE 9 - NO LIENS BY TENANT		23

ARTICLE 10 - LANDLORD’S REPAIRS		23
10.1	Scope of Landlord’s Repairs	23
10.2	Required Capital Improvements	24
10.3	Landlord’s Right of Entry to Make Repairs	24
10.4	Building Structure and Building Systems	25
10.5	ADA	25

ARTICLE 11 - BUILDING SERVICES		25
11.1	Standard Building Services	25
11.2	Additional Services	25
11.3	Tenant’s Right to Elect Service Provider	26
11.4	Meters and Submeters	26

ARTICLE 12 - ASSIGNMENT AND SUBLETTING		26
12.1	Right to Assign, Sublease and Encumber	26
12.2	Affiliated Companies/Restructuring of Business Organization	26
12.3	Landlord’s Right to Assign	27
12.4	Occupancy By Others	27

ARTICLE 13 - INDEMNIFICATION; INSURANCE		27
13.1	Indemnification	27
13.2	Insurance	28
13.3	Assumption of Risk/Waivers of Subrogation/ Minimization of Duplication of Insurance Coverage/Limitations on Liability and Damages	30
13.4	Allocation of Insured Risks/Subrogation	32
13.5	Landlord Bankruptcy Proceeding	32

ARTICLE 14 - DAMAGE OR DESTRUCTION		33
14.1	Loss Covered By Insurance	33
14.2	Loss Not Covered By Insurance	33
14.3	Destruction During Final Two Years	33
14.4	Destruction of Tenant’s Personal Property, Tenant Improvements or Property of Tenant’s Employees	33
14.5	Exclusive Remedy	34

ARTICLE 15 - EMINENT DOMAIN		34

15.1	Permanent Taking - When Lease Can Be Terminated	34
15.2	Permanent Taking - When Lease Cannot Be Terminated	34
15.3	Temporary Taking	34
15.4	Exclusive Remedy	35
15.5	Release Upon Termination	35

ARTICLE 16 - DEFAULTS		35
16.1	Default by Tenant	35
16.2	Default by Landlord	35
16.3	Self-Help	35

ARTICLE 17 - LANDLORD’S REMEDIES AND RIGHTS		36

17.1	Termination of Lease	36
17.2	Continuation of Lease	36
17.3	Right of Entry	36
17.4	Right to Perform	36
17.5	Remedies Not Exclusive	36

ARTICLE 18 - ATTORNEYS’ FEES		37

ARTICLE 19 - SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE		37
19.1	Obligations of Tenant	37
19.2	Obligations of Landlord	37
19.3	Landlord’s Right to Assign	37
19.4	Attornment by Tenant	37
19.5	Non-Disturbance	37

ARTICLE 20 - RESERVED		38

ARTICLE 21 - HOLDING OVER		38
21.1	Surrender of Possession	38
21.2	Tenant’s Right to Hold Over	38

ARTICLE 22 - INSPECTIONS AND ACCESS		38
22.1	Entry by Landlord	38
22.2	Secured Areas	38

ARTICLE 23 - NAME OF PROJECT		39

ARTICLE 24 - SURRENDER OF LEASE		39

ARTICLE 25 - WAIVER		39

ARTICLE 26 - SALE BY LANDLORD		39

ARTICLE 27 - NO LIGHT AND AIR EASEMENT		39

ARTICLE 28 - FORCE MAJEURE		40

ARTICLE 29 - ESTOPPEL CERTIFICATES		40

ARTICLE 30 - RIGHT TO PERFORMANCE		40

ARTICLE 31 - PARKING		40
31.1	General Parking	40
31.2	Ivey’s Parking Spaces	40
31.3	Sublease of Ivey’s Parking Spaces	41
31.4	Parking Garage Spaces	41
31.5	Alternate Parking	41

ARTICLE 32 - SECURITY SERVICES		42
32.1	Landlord’s Obligation to Furnish Security Services	42
32.2	Tenant’s Right to Install Security System	42

ARTICLE 33 - NOTICES		42

ARTICLE 34 - SIGNAGE AND BUILDING IDENTITY		43
34.1	Current/Existing Signage	43
34.2	Exterior Signage	43
34.3	Building Directory	43
34.4	Name Change	43

ARTICLE 35 - FIBER OPTICS CONDUIT		43

ARTICLE 36 - ROOF RIGHTS		43
36.1	Right to Install Communications Equipment	43
36.2	Right of Use	44
36.3	Rooftop HVAC	44
36.4	Installation, Maintenance, Operation and Removal of Communications Equipment and HVAC Unit	44

ARTICLE 37 - SECURITY DEPOSIT		44

ARTICLE 38 - MISCELLANEOUS		44
38.1	Authorization to Sign Lease	44
38.2	Entire Agreement	45
38.3	Severability	45
38.4	Gender and Headings	45
38.5	Exhibits	45
38.6	UPS Generator	45
38.7	Quiet Enjoyment	45
38.8	No Recordation	45
38.9	Cumulative Remedies	46
38.10	Brokers	46
38.11	Hazardous Materials	46
38.12	Concierge	46
38.13	Consent/Duty to Act Reasonably	46
38.14	Tenant’s Right to Purchase the Building	46
38.15	Survivability	47
38.16	Reserved	47
38.17	Covenants and Agreements	47
38.18	Interest on Past Due Obligations	47

38.19	When Payment Is Due	47
38.20	Reserved	47
38.21	Time is of the Essence	47

EXHIBITS

Exhibit “A”	-	Premises
Exhibit “B”	-	Options to Extend
Exhibit “C”	-	Option to Contract
Exhibit “D”	-	Right of First Offer to Lease Space
Exhibit “D-1”	-	Existing Lease Rights
Exhibit “E”	-	High-Rise Operating Expenses
Exhibit “F”	-	Low-Rise Operating Expenses
Exhibit “G”	-	Revised Operating Expenses
Exhibit “H”	-	Legal Description of Property
Exhibit “I”	-	Standards for Utilities and Services
Exhibit “I-1”	-	General Cleaning Specifications
Exhibit “J”	-	Tenant Estoppel Certificate
Exhibit “K”	-	Tenant’s Right to Purchase the Building
Exhibit “L”	-	Common Area Usage for Special Events
Exhibit “M”	-	Memorandum of Lease

LEASE AGREEMENT

This LEASE AGREEMENT (“Lease”), dated as of the last date set forth on the signature page(s) hereof, is made and entered into by and between First States Investors 104, LLC, a Delaware limited liability company (“Landlord”), and Bank of America, N.A., a national banking association (“Tenant”).

RECITALS:

Whereas, Cousins Properties Incorporated, successor in interest to WF Associates, as landlord, and Tenant through its predecessor in interest, NationsBank of North Carolina, as tenant, entered into that certain Office Lease, dated September 1, 1994, which was subsequently amended, for the lease of space on the 11 th through 15 th floors of the Building commonly known as One Independence Center (the “High-Rise Lease”); and

Whereas, Cousins Properties Incorporated, successor in interest to WF Associates, as landlord, and Tenant through its predecessor in interest, North Carolina National Bank, as tenant, entered into that certain Lease Agreement, dated October 1, 1981, which was subsequently amended, for the lease of space on the basement level and the 1 st through 9 th floors of the One Independence Center (the “Low-Rise Lease”); and

Whereas, Landlord has now purchased One Independence Center; and

Whereas, Landlord and Tenant have agreed to enter into a new lease for the space currently occupied by Tenant in One Independence Center; and

Whereas, Landlord and Tenant agree that upon the Commencement Date of this Lease, this Lease shall supersede and replace the Low-Rise and High-Rise Leases (collectively, the “Prior Leases”) in their entirety, and the Prior Leases shall automatically terminate and be of no further force or effect, except that any currently outstanding obligations of either party under the Prior Leases as of the Commencement Date of this Lease shall carry forward.

Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other sufficient consideration received and acknowledged by each party, Landlord and Tenant agree as follows:

DEFINITIONS

The following definitions are incorporated into this Lease and said provisions shall have the following meanings throughout this Lease.

ADA:		American with Disabilities Act of 1990, 42 U.S.C. 12101 et seq ., as amended.

Additional Services:		As defined in Section 11.2.

Affiliate:		Shall mean, with respect to Landlord or Tenant, as the case may be, a Person or Persons directly or indirectly, through one or more

		intermediaries, controlling, controlled by or under common control with Landlord or Tenant. The term “control” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than twenty-five percent (25%) of the voting rights attributable to the shares of the controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

Alterations:		Any and all alterations, additions, and or improvements to the Premises made by or for Tenant at any time during the Term of this Lease or the Prior Leases.

Annual Base Rent:		As set forth in Section 3.2.

Applicable Laws:		All applicable laws, ordinances, orders, rules, regulations and other requirements of federal, state, municipal or other agencies or bodies having jurisdiction over the use, condition and occupancy of the Building, Premises, Project or Property, including but not limited to the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Federal Resource Conservation Recovery Act, the North Carolina Oil Pollution and Hazardous Substances Control Act, the North Carolina Inactive Hazardous Sites Act, and any other legal requirement concerning environmental, health and safety matters, and access and facilities for handicapped or disabled persons.

ATM Improvements:		As defined in Section 6.2(a).

Base Building:		The Building as initial constructed by Landlord in accordance with the plans and specifications therefore.

Base Building Upgrades:		The capital improvements to be made by Landlord pursuant to Section 10.2 (a) through (f).

Basement Space:		Approximately 2,578 square feet of Rentable Area on the basement level of the Building, as depicted on Exhibit A .

Base Rent:		As defined in Section 3.2.

Base Rent Adjustment:		As defined in Section 3.3.

BOMA Standards:		BOMA American National Standard Z65.1-1996, as promulgated by the Building Owners and Managers Association.

Broker:		Tenant is represented by Lincoln Harris LLC, a North Carolina limited liability company, in connection with the transaction contemplated by this Lease.

Budget:		As set forth in Section 4.6.

Building:		The twenty (20) story office tower commonly known as 101 Independence Center located on the northwestern corner of North Tryon Street and East Trade Street, having an address of 101 North Tryon Street, Charlotte, North Carolina, consisting of approximately 503,350 square feet of office space and approximately 22,855 square feet of Retail Space.
.
Building Structure:		As set forth in Section 10.3.

Building Systems:		As set forth in Section 10.3.

Claims:		As defined in Section 13.3(b).

Committee:		As defined in Exhibit L .

Common Areas:		All driveways and roadways now or hereafter located within the Project, all plazas and walkways now or hereafter located within the Project, all utility lines, pipes, wires, cables and other utility facilities now or hereafter located within and serving the Project or otherwise exclusively serving the Project (except such utility facilities serving exclusively specific tenants, if applicable), any retention or detention facilities now or hereafter serving the Project, any storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment now or hereafter located within the Project, all grounds and landscaping within the Project, all covered walkways, tunnels, or other means of access to the Building, Parking Garage and Ivey’s Parking Deck, together with all hallways, lobbies, bathrooms, corridors, elevators, entrances and exits, stairways and other similar areas within the Building and the Parking

		Garage and Ivey’s Parking Deck which are designated by Landlord, from time to time, for the use of all of the tenants of the Project. Common Areas shall not include elevator lobbies, bathrooms and exterior corridors on floors fully leased to Tenant, (or, if applicable, fully leased to any other single tenant). Landlord reserves the right at any time and from time to time to make or permit changes and revisions to the Building, the Parking Garage, Ivey’s Parking Deck, the Common Areas and/or the Property which do not materially, adversely affect Tenant’s use and occupancy of the Premises; provided that no such changes or revisions shall limit or otherwise materially, adversely affect Tenant’s use of or access to the Premises, the Building, the Parking Garage or Ivey’s Parking Deck.

Communications Equipment:		As defined in Article 36.

Contract Rate:		The rate publicly announced from time to time, by Bank of America, N.A. or its successor bank at its headquarters in Charlotte, North Carolina, as its Prime Rate, plus one percent (1%).

Controllable Expenses:		Those items of Revised Operating Expenses for which Landlord has a reasonable ability to control the amount of any increases, such items being all items of Revised Operating Expenses except for those related to provisions of utilities, taxes, governmental assessments and other governmental charges and insurance premiums.

Commencement Date:		As defined in Section 2.1.

Eligibility Period:		As defined in Section 13.3(d).

Estoppel Certificate:		As defined in Article 29.

Event of Default:		As defined in Section 16.1.

Extended Term:		As defined in Section 21.2.

Fair Market Value Rental Rate:		The competitive market rental rate which Tenant would expect to pay and Landlord would expect to receive under leases for office space of similar size and quality, as provided for in, and on terms and conditions comparable to, this Lease covering premises similar to the Premises (whether or not then available), adjusted to take into account the

		value of any tenant improvement allowance, rent concession, moving expense reimbursement or other financial inducement or allocation which Landlords in the Charlotte, North Carolina market area would or might consider in establishing the rental rate to offer to non-renewal, nonequity tenants, the cost to Landlord of vacancy and downtime while the Premises would be marketed and refurbished for another tenant, costs of reletting including legal fees, brokerage commissions, and tenant allowances, and taking further into account the “single user” or specialty nature of the Building, the costs of subdividing space for multiple tenants, the creditworthiness of Tenant, and the floor size and efficiency of the floor plate.

Fiber Optics:		As defined in Article 35.

Force Majeure:		As defined in Article 28.

Hazardous Materials:		As defined in Section 38.11.

High-Rise:		That portion of the Premises located on the 11 th through 15 th floors of the Building.

High-Rise Lease:		As defined in the Recitals.

High-Rise Operating Expenses:		As defined in Exhibit E .

High-Rise Operating Expense Base:		Seven and 11/100 Dollars ($7.11).

High-Rise Operating Expense Period:		August 1, 2004 through November 20, 2010.

HVAC:		As set forth in Exhibit I .

HVAC Unit:		As defined in Section 36.3.

Indemnity Claims:		As defined in Section 13.1.

Independent Determination:		As defined in Section 4.7.

Ivey’s Parking Deck:		The parking deck owned by Landlord and located adjacent to the Building, commonly known as Ivey’s Parking Deck, including, without limitation, stairways, elevators and mechanical systems.

Ivey’s Parking Fee:		As defined in Section 31.2.

Ivey’s Parking Spaces:		Those Parking Spaces located in the Ivey’s Parking Deck as set forth in Section 31.2.

Parking Garage:		The underground parking garage associated with the Building, including, without limitation, stairways, elevators and mechanical systems.

Landlord:		First States Investors 104, LLC, a Delaware limited liability company, its successors and assigns.

Landlord Upgrades:		As defined in Exhibit A of the Third Amendment to the High-Rise Lease.

Landlord’s Associates:		As defined in Section 13.3(b).

Landlord’s Address for Notices:		First States Investors 104, LLC
		1725 The Fairway
		Jenkintown, PA 19046
		Attn:

		Copy to:

		Morgan, Lewis & Bockius LLP
		1701 Market Street
		Philadelphia, Pennsylvania 19103
		Attn:

Landlord’s Employees:		As defined in Section 13.1

Landlord’s Property:		As defined in Section 13.3(b).

Lease Inducement Fee:		The fee payable by Landlord to Tenant as set forth in Section 3.1.

Lobby Space:		As defined in Exhibit L .

Low-Rise:		That portion of the Premises located on the 1st through 9th floors of the Building.

Low-Rise Lease:		As defined in the Recitals.

Low-Rise Operating Expenses:		As defined in Exhibit F .

Low-Rise Operating Expense Base:		Zero (0).

Low-Rise Operating Expense Period:		August 1, 2004 through July 31, 2008.

Measuring Firm:		As defined in Section 1.5.

Minimum Purchase Price:		As set forth in Exhibit K .

Monthly Base Rent:		As defined in Section 3.2.

Net Base Rent:		As defined in Section 3.3.

Other Occupants:		As defined in Section 13.4.

Parking Spaces:		The total amount of parking spaces to be made available by Landlord to Tenant pursuant to Section 31.1.

Parking Garage Spaces:		Those Parking Spaces located in the Parking Garage as set forth in Section 31.4.

Payee:		As defined in Section 3.6.

Person:		A natural person, a partnership, a corporation, a limited liability company, and any other form of business or legal association or entity.

Personal Property:		Tenant’s trade fixtures, furnishings, equipment or other personal property located in or used at the Premises.

Personal Property Taxes:		As defined in Section 3.4.

Premises:

Floor	Rentable Area

1	989
2	35,458
3	37,586
4	38,274
5	38,274
6	21,610
7	21,610
8	21,610
9	21,610
11	22,530
12	14,779
13	22,771
14	21,469
15	22,771
Basement Space	2,578

	343,919	Total

		Landlord and Tenant acknowledge that the hoisting shaft space (mail service shaft) that was a part of the premises under the Prior Leases shall not be a part of the Premises leased by

		Tenant under this Lease. Landlord and Tenant further acknowledge that the Tenant shall have the right in accordance with Section 1.5 hereof, to verify the Rentable Area calculations by an architect mutually agreed upon by Landlord and Tenant.

Prior Leases:		Collectively, the Low-Rise Lease and High-Rise Lease.

Program:		As defined in Exhibit L .

Project:		The Property, including all improvements located or to be located on the Property, consisting of the Building, the Parking Garage, Ivey’s Parking Deck, and the pedestrian plazas, located on the Property

Property:		That certain property described on Exhibit H attached hereto and incorporated herein by reference, located on the city block bounded by North Tryon Street, Trade Street, the Ivey’s Building, and Church Street.

Purchase Notice:		As set forth in Exhibit K .

Recapture Space:		As defined in Section 12.3.

Recitals:		The Recitals set forth on the first page of this Lease, which Landlord and Tenant acknowledge are accurate and shall be incorporated herein by reference.

Reminder Notice:		As set forth in the Option to Extend attached hereto as Exhibit B .

Renewal Notice:		As set forth in the Option to Extend attached hereto as Exhibit B .

Renewal Term:		As defined in Exhibit B .

Renewal Term Purchase Notice:		As set forth in Exhibit K .

Rent:		As defined in Section 3.5.

Rent Commencement Date:		August 1, 2004.

Rentable Area:		The rentable portion of any leasable premises in the Building expressed in square feet or fractions thereof, whether or not such premises are to be used for office, retail or service-related uses.

Rentable Area in the Building:		Subject to final determination in accordance with Section 1.5 of this Lease, approximately 343,919 square feet.

Rental Rate:		As set forth in Section 3.2.

Required Capital Improvements:		As set forth in Section 10.2.

Retail Space:		The areas within the Premises actually allocated by Landlord exclusively to retail operations.

Revised Base Expense Rate:		The Revised Operating Expenses for the Building, annualized by Landlord, for the period commencing August 1, 2008 and continuing throughout the remainder of the Term.

Revised Operating Expenses:		As defined in Exhibit G .

Revised Operating Expense Period:		As defined in Section 4.4.

ROFO Space:		As set forth in Exhibit D .

Second Measuring Firm:		As defined in Section 1.5.

Secured Areas:		As defined in Section 22.2.

Security Deposit:		None.

Sender:		As defined in Section 3.6.

Services:		Those services required by this Lease to be provided by Landlord, which are commonly offered by owners of first class buildings in similar market areas, as further described in Section 11.1 and Exhibit I .

Standard Building Capacity:		As set forth in Exhibit I .

Taxes:		As defined in Exhibit G , Paragraph (I)(l).

Tax Protest:		As defined in Section 4.8.

Tenant:		Bank of America, N.A., a national banking association, its successors or assigns.

Tenant’s Address for Notices:		Bank of America, N.A.
		Corporate Workplace
		525 North Tryon Street, 4 th Floor
		NC1-023-04-03
		Charlotte, NC 28255

	Attn:	Headquarters Real Estate
		Asset Manager

	Copy to:
	Bank of America Legal Department
	Bank of America Plaza, 29 th Floor
	101 South Tryon Street
	NC1-002-29-01
	Charlotte, NC 28255
	Attn:	Connie J. Miller
		Assistant General Counsel

	Copy to:

	Lincoln Harris
	Bank of America Corporate Center
	NC1-007-26-01
	100 N. Tryon Street, Suite 2600
	Charlotte, NC 28202

Tenant’s Associates:	As defined in Section 13.3(b).

Tenant’s Employees:	As defined in Section 8.1.

Tenant Improvements:	Those items of design and construction which are allocated to Tenant hereunder in connection with future expansions and/or in connection with prior build out of initial Premises.

Tenant’s Property:	As defined in Section 13.3(b).

Tenant’s Pro-rata Share:	Subject to Sections 1.3, 1.4 and 12.3 of this Lease, the ratio (as determined from time to time) of the Rentable Area in the Premises (or portion thereof, if applicable) to the Rentable Area in the Building.

Term:	Seventeen (17) Years, beginning on August 1, 2004 and ending on July 31, 2021, unless terminated or extended pursuant to Section 2.2 and Exhibit B hereof.

Third Party Offer:	As defined in Exhibit K .

Use:	Any legally permitted use, including but not limited to the exclusivity clause contained in Section 5.2.

Variable Operating Costs:	As defined in Exhibit G , Paragraph (I), Subparagraph (o).

Year, Calendar Year, Lease Year:		A Year shall be any period of 365/366 consecutive days. Calendar Year shall mean the period from January 1 to December 31. Lease Year shall refer to each Year beginning August 1, 2004.

Year-End Statement:		As set forth in Section 4.6(b).

SPECIFIC TERMS AND CONDITIONS

Landlord and Tenant specifically agree as follows:

ARTICLE 1 - PREMISES

1.1 Lease of Premises . Landlord leases to Tenant, and Tenant leases from Landlord, the Premises described in Section A hereof and shown on the floor plans attached as Exhibit A .

1.2 Delivery of Premises . Landlord and Tenant acknowledge that Tenant has previously occupied the Premises pursuant to the Prior Leases. Upon the Commencement Date hereof, Tenant shall continue to occupy the Premises under this Lease and shall have the right to operate its business in the Premises in a continuous and uninterrupted manner.

1.3 Contraction Option . The option to contract granted by Landlord to Tenant under this Lease shall be as set forth in Exhibit C hereto and is specifically incorporated herein by reference.

1.4 ROFO . The right of first offer granted by Landlord to Tenant under this Lease shall be as set forth in Exhibit D hereto and is specifically incorporated herein by reference.

1.5 Re-Measurement . Landlord and Tenant have agreed that Landlord will re-measure the Premises and the Building in accordance with BOMA Standards. Landlord shall appoint an architectural firm (“Measuring Firm”) reasonably satisfactory to both Landlord and Tenant to conduct the re-measurement of the Building and/or Premises. Landlord shall provide the Measuring Firm CAD files, drawings and area spreadsheets for all floors and Common Areas of the Building that are in Landlord’s possession. The re-measurement shall include rentable and useable measurements and an add-on factor as determined by the Measuring Firm in accordance with BOMA Standards. The Measuring Firm shall provide measurements and drawings to both Landlord and Tenant for their review and mutual approval. Landlord and Tenant shall approve or disapprove the measurements and drawings within thirty (30) days of receipt and shall provide written notice of such approval or disapproval to the other party and the Measuring Firm. If Landlord and Tenant both approve the measurements and drawings provided by the Measuring Firm, then such measurements and drawings shall be deemed final and approved. If Landlord and/or Tenant dispute the measurements and/or drawings, Landlord and Tenant shall appoint a second architectural firm (“Second Measuring Firm”) reasonably satisfactory to both parties to conduct a second re-measurement of the Building and Premises. The Second Measuring Firm shall follow the same procedures set forth above for the initial Measuring Firm; provided, however, that the Second Measuring Firm’s drawings and measurements shall be deemed final and Landlord and Tenant shall have no approval rights with regard thereto. The cost of the re-measuring of the Building and Premises shall be borne by Landlord; however, if there is a second re-measuring, the costs of such second re-measurement

shall be divided equally between Landlord and Tenant. Notwithstanding the above, in no event shall the Base Rent be decreased or increased due to the re-measurement of the Premises, however, Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating Expenses shall be adjusted based upon such re-measurement and shall become effective as of the Rent Commencement Date of this Lease. Landlord and Tenant agree to promptly enter into an amendment to this Lease incorporating any changes to the provisions of this Lease as a result of such re-measurement.

ARTICLE 2 - TERM

2.1 Commencement Date . Upon the date of full execution of this Lease by Landlord and Tenant, the Commencement Date shall be retroactive to August 1, 2004. The last party signing this Lease agrees to deliver a fully executed original to the other party no later than three (3) business days after the date of full execution.

2.2 Term of Lease . This Lease shall continue for a term of seventeen (17) Years, commencing August 1, 2004 and ending at 11:59 p.m., EST, on July 31, 2021 (the “Term”), unless extended pursuant to Section 2.3 and Exhibit B hereof, or unless sooner terminated pursuant to the further provisions of this Lease.

2.3 Options to Extend . The four (4) consecutive options to extend the Term of this Lease for five (5) Years each, to be granted by Landlord to Tenant under this Lease shall be set forth in Exhibit B hereto, which Exhibit is specifically incorporated herein by reference.

2.4 Early Termination Right . By providing no less than 12 months notice, together with payment equal to three (3) month’s Base Rent for the portion of the Premises terminated by Tenant at the then current rate, Tenant will have a one-time right at the end of the twelfth (12 th ) Lease Year to terminate all or a portion of the Premises; provided that, in the case of a partial termination, such partial termination is in full floor increments only, unless Tenant occupies a partial floor, in which case such termination shall apply to the entirety of any partial floor occupancy for which Tenant has elected early termination.

ARTICLE 3 – LEASE INDUCEMENT/RENT

3.1 Lease Inducement . As an inducement for Tenant to enter into this Lease, which, among other things, extends the term of Tenant’s occupancy of the Premises, Landlord has agreed to pay to Tenant the sum of Five Million Seven Hundred Twenty Thousand and No/100 Dollars ($5,720,000.00) (the “Lease Inducement Fee”). Landlord agrees to pay the Lease Inducement Fee to Tenant, in immediately available funds, no later than ten (10) days after the full execution hereof.

3.2 Base Rent . Tenant agrees to pay to Landlord, as rent (“Base Rent”) for the Premises, Base Rent as set forth below:

Base Rent for Floors 1 through 9 (Low Rise floors)

Floors	Rentable Area	Period	Rental Rate*		Annual Base Rent		Monthly Base Rent
1-9	237,021	8/1/2004 -8/31/2004	$	20.40	$	4,835,228.40	$	402,935.70
1-9	237,021	9/1/2004 -8/31/2005	$	20.81	$	4,932,407.01	$	411,033.92
1-9	237,021	9/1/2005 -8/31/2006	$	21.23	$	5,031,955.83	$	419,329.65
1-9	237,021	9/1/2006 -8/31/2007	$	21.65	$	5,131,504.65	$	427,625.39
1-9	237,021	9/1/2007 -7/31/2008	$	22.08	$	5,233,423.68	$	436,118.64
1-9	237,021	8/1/2008 - 7/31/2009	$	19.25	$	4,562,654.25	$	380,221.19
1-9	237,021	8/1/2009 - 7/31/2021	See * Below

Base Rent for Floors 11 through 15 (High Rise floors)

Floors	Rentable Area	Period	Rental Rate*		Annual Base Rent		Monthly Base Rent
11-15	104,320	8/1/2004 - 11/30/2004	$	19.10	$	1,992,512.00	$	166,042.67
11-15	104,320	12/1/2004 - 11/30/2005	$	19.34	$	2,017,548.80	$	168,129.07
11-15	104,320	12/1/2005 - 11/30/2006	$	19.58	$	2,042,585.60	$	170,215.47
11-15	104,320	12/1/2006 - 11/30/2007	$	19.83	$	2,068,665.60	$	172,388.80
11-15	104,320	12/1/2007 - 11/30/2008	$	20.08	$	2,094,745.60	$	174,562.13
11-15	104,320	12/1/2008 - 11/30/2009	$	20.34	$	2,121,868.80	$	176,822.40
11-15	104,320	12/1/2009 - 11/20/2010	$	20.60	$	2,148,992.00	$	179,082.67
11-15	104,320	11/21/2010 - 7/31/2021	See * Below

Base Rent for Basement Space

Floors	Rentable Area	Period	Rental Rate		Annual Base Rent		Monthly Base Rent
Basement	2,578	8/1/2004 - 7/31/2004	$	13.00	$	33,514.00	$	2,792.83

* Subject to re-measurement pursuant to section 1.5. Upon re-measurement the Rental Rate may adjust however, the Annual Base Rent Amount is fixed as stated in the above table.

Base Rent shall not be adjusted due to the re-measurement of the Premises in accordance with Section 1.5 hereof.

3.3 Base Rent Adjustment . Commencing on August 1, 2009, Base Rent for the Low Rise floors shall equal (i) $19.25 per square foot of Rentable Area in the Low Rise floors, plus (ii) an amount equal to 1.25% of the Net Base Rent (as adjusted) in effect for the previous Lease Year (the “Base Rent Adjustment”). Thereafter, on August 1 of each succeeding Year, annual Base Rent for the Low Rise floors shall increase by an amount equal to the Base Rent Adjustment. Commencing on November 21, 2010, Base Rent for the High Rise floors shall be at the then applicable rental rate (i.e., as escalated) as specified above for the Low Rise floors and shall thereafter escalate on August 1 of each Year by an amount equal to the Base Rent Adjustment. The Net Base Rent for the Lease Year commencing August 1, 2009 shall be the difference between $19.25 per square foot of Rentable Area in the Premises and the Revised Operating Expense Base per square foot of Rentable Area in the Premises. Landlord shall provide Tenant written notice of each Base Rent Adjustment amount no later than sixty (60) days prior to the date such Base Rent Adjustment shall go into effect. There shall be no Base Rent Adjustment for Basement Space.

3.4 Personal Property Taxes . In addition to Base Rent, Tenant shall pay to the appropriate taxing authority(ies), prior to delinquency, all Personal Property taxes, charges, rates, duties and license fees (collectively, “Personal Property Taxes”) assessed against or levied upon Tenant’s Personal Property. Tenant shall request the appropriate taxing authority to have such Personal Property Taxes upon the Personal Property billed separately from the property of Landlord.

3.5 Definition of Rent . Rent includes any and all payments of Base Rent and any and all taxes, fees, charges, costs, expenses, insurance obligations, late charges, and all other payments, disbursements or reimbursements (collectively “Rent”) which are attributable to, payable by or the responsibility of Tenant under this Lease. Annual Base Rent shall be paid in twelve equal monthly