OFFICE LEASE

proration shall be made by multiplying the total estimated or actual (as the case may be) High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, for such Calendar Years by a fraction, the numerator of which shall be the number of days within the period for which Tenant is obligated to pay High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, during such Calendar Year, and the denominator of which shall be the total number of days in such Calendar Year.

4.7                                 Review of Operating Expenses.  The books, records and all information pertaining to High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses shall once each Year be reviewed to prepare a Year-End Statement pursuant to Section 4.6 and (if applicable) determine the proper amount of Tenant’s and all other tenants’ pro-rata shares, and which expenses shall be included in High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses.  At Tenant’s option, Tenant may, upon reasonable prior notice during regular business hours, elect to perform an audit of Landlord’s books and records pertaining to the Project (“Independent Determination”); provided, however, that Tenant may only perform one audit per Calendar Year and cannot audit any Calendar Year previously audited by Tenant.   Such firm shall be instructed to review all appropriate leases, books and records, allocate costs and expenses to High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, to the extent required by this Lease, and issue the appropriate estimated and actual Year-End Statement(s).  The results of each Year-End Statement (pursuant to Section 4.6) shall be delivered simultaneously to Landlord and Tenant.  If Tenant’s audit shall disclose an overpayment or an underpayment of the High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, for such Calendar Year covered by the Year-End Statement(s), then, unless Landlord disputes the correctness of such audit, Tenant shall pay the amount of such underpayment or shall be credited for the amount of such overpayment, as the case may be.  Any such audit shall be at Tenant’s expense, provided, however, that if such audit shall disclose an overpayment by Tenant for any Calendar Year covered by the Year-End Statement(s) in excess of four percent (4%), the costs of such audit shall be paid by Landlord.  Landlord may dispute the results of Tenant’s audit by referring the dispute to binding arbitration in accordance with the rules of a nationally recognized arbitration association (i.e., JAMS) within forty-five (45) days after receipt of Tenant’s audit.  If one party is solely successful in arbitration, the non-successful party shall bear the costs of arbitration; otherwise, such costs are to be divided equally between the parties.  Each party shall bear its own attorney’s fees and expenses.  Landlord shall be required to maintain records of all High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses for a period of no less than three (3) Years.

4.8                                 Tax Protests.  Landlord shall pay all taxes, assessments and other governmental charges when due and payable and prior to the time any penalty or interest may be charged in respect of the nonpayment thereof, and shall obtain receipted tax bills for such payments.  Landlord, may, however, petition for reduction of the assessed valuation of the Building and/or the Project, claim a refund of taxes or otherwise challenge the validity, amount or applicability of any tax, assessment or other similar governmental charge (“Tax Protest”).  In addition to Landlord’s right to pursue any such Tax Protest, Tenant shall have the right to provide Landlord written notice requesting that Landlord initiate a Tax Protest, whereafter Landlord shall be obligated to initiate and pursue such Tax Protest.  Any refund of any tax, assessment or governmental charge received by Landlord pursuant to any Tax Protest (after any reimbursement of Tenant’s costs if provided hereinabove) shall, to the extent of Tenant’s Pro-rata Share thereof, be credited against the next installments of Rent or Tenant’s High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses due hereunder.

4.9                                 Limitation on Ad Valorem Tax Increases.  Except that this provision shall not be applicable to any increased real estate taxes due to Landlord’s initial purchase of the Building, Tenant shall not be obligated to pay any increase in real estate taxes for the first five (5) Years immediately

18

following the sale of the Building by Landlord or any subsequent owner of the Building during the Term as may be extended.

4.10                           Limitation on Capital Improvements.  Notwithstanding any provisions to the contrary contained herein, and in addition to the limitations set forth in Section 10.2 of this Lease, Landlord shall not incur capital expenditures which individually or in the aggregate exceed One Hundred Thousand Dollars ($100,000.00) in any 365 day period without providing Tenant with not less than forty-five (45) days prior written notice, which notice shall include (a) a statement of estimated costs, and (b) written justification for the necessity of such expenditures.  Tenant may object to such expenditures within such forty-five (45) day period and (i) request that Landlord investigate and provide alternatives such as repair or refurbishment of existing improvements or lower cost suppliers or equipment; or (ii) challenge the necessity of such expenditures.  Upon receiving notice of Tenant’s objection, Landlord may either address Tenant’s objections and submit another written notice to Tenant as required by this paragraph, make the expenditures, or defer the expenditures, but in the event Landlord makes the expenditures over Tenant’s objection, no portion of the expenditures which causes the $100,000.00 limit to be exceeded shall be passed through to Tenant as High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses (as applicable) hereunder.  Additionally, the Required Capital Improvements described in Section 10.2 hereof shall not be passed through to Tenant except as expressly permitted by such Section.

ARTICLE 5 - USE

5.1                                 Permitted Use.  Tenant or its assignees or sublessees may use the Premises for any legally permitted uses, including, but not limited to, accounting, consulting, administrative, communications, clerical, drafting, engineering, legal, professional, purchasing, data processing, printing, print shop operations, food service, employee vending and sales office purposes and for all activities normally incidental thereto.  Landlord agrees that all of the uses currently in place by Tenant are acceptable under this Lease.  Landlord acknowledges that Tenant is currently operating 24 hours a day, 7 days a week in a portion of the Premises.  Tenant shall continue to have the right to operate 24 hours a day, 7 days a week and will pay for the required additional services such as electricity, HVAC, janitorial supplies, etc. at their actual cost, without mark-up by the Landlord.

5.2                                 Exclusivity.  During the Term of this Lease (as it may be extended) Landlord shall not (i) use, lease or permit (including signage) any area within the Building or the Project to be used by anyone other than Tenant for “banking purposes,” which shall include general office uses and facilities for receiving deposits or making loans to the general public, whether done by a state bank, national bank, savings and loan association, credit union or other entity, whether by walk-up or drive-in teller facility, lending office, or automated teller machine or otherwise; or (ii) use, lease, or permit any area in the Building or the Project to be used for other than a first class use, consistent with the image required by Tenant for marketing Tenant’s banking operations, without Tenant’s prior written approval.

5.3                                 Restriction on Use.  Except for any requirements of Landlord applicable to the Base Building, and except as specifically provided pursuant to Article 10 hereof, with respect to Landlord’s obligations, Tenant shall comply with all Applicable Laws affecting the Premises, and with the requirements of any Board of Fire Underwriters or other similar body now or hereafter instituted, and shall also comply with any order of the fire marshall or similar governmental body or certificate of occupancy issued pursuant to any Applicable Laws, which affect the use or occupancy of the Premises, including, but not limited to, any requirements of structural changes related to or affected by Tenant’s acts, occupancy or use of the Premises and which first become requirements after the Commencement Date.  All costs of any such compliance which is necessitated by Tenant’s particular use and occupancy of the Premises shall be paid by Tenant; all other costs of any such compliance shall be paid by Landlord

19

and, to the extent expressly provided for in this Lease, included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses (as applicable), and Tenant shall, except to the extent expressly provided otherwise in this Lease, bear and pay Tenant’s Pro-rata Share thereof.

5.4                                 Common Areas.  Tenant, its employees and invitees shall have the non-exclusive right to use the Common Areas as constituted for general use of occupants of the Building from time to time, such use to be in common with Landlord, other tenants of the Project and other persons.  Additionally, Landlord agrees that Tenant shall have the right to use the Common Areas for special events in accordance with Exhibit L attached hereto and incorporated herein by reference.

5.5                                 Use of Building Shafts and Conduits.  Tenant shall have the right, at no additional charge, in common with other tenants of the Building, to use Tenant’s Pro-rata Share of Building shafts or conduits between Tenant’s Premises and other parts of the Building (including the roof) for the installation and maintenance of new or existing conduits, cables, ducts, pipes and other devices for communications, data processing devices, supplementary heating, ventilating and air conditioning and other facilities consistent with Tenant’s use of the Premises and other portions of the Building.

5.6                                 Freight/Receiving.   Landlord and Tenant acknowledge that Tenant currently has one (1) loading dock dedicated for Tenant’s exclusive use.  Tenant shall continue to have the exclusive use of said dedicated loading dock during the Term of this Lease at no additional cost to Tenant; provided, however, that Tenant shall pay Tenant’s Pro-rata share of expenses associated with the loading dock and receiving area as part of High-Rise, Low-Rise and Revised Operating Expenses.  Landlord shall provide a dock master to supervise and control the loading dock and receiving area and shall enforce the exclusive use of Tenant’s dedicated loading dock by restricting anyone other than Tenant from the use thereof.

ARTICLE 6 – ATM INSTALLATION

6.1                                 Existing ATM.  Landlord and Tenant acknowledge that Tenant currently operates an ATM in the lobby of the Building.   Tenant shall continue to have the right during the Term of this Lease to operate the existing ATM in its current location at no additional charge to Tenant.

6.2                                 Additional ATMs.  Landlord hereby agrees to permit Tenant, at Tenant’s sole cost and expense, the exclusive right to install free-standing automated teller machines in locations approved by Landlord, at Tenant’s sole cost and expense and subject to the following terms and conditions:

(a)                                  Thirty days prior to commencing any work with respect to the installation of an ATM, Tenant shall submit to Landlord plans and specifications in such detail as Landlord may reasonably request describing the work that Tenant proposes to do with respect to such installation (hereinafter collectively referred to as the “ATM Improvements”).  Tenant shall not commence any work until Landlord has approved in writing the plans and specifications for the ATM (including, without limitation, approval of the general aesthetics and lighting).  Thereafter, Tenant, at its sole cost and expense, shall cause the ATM (including all architecture, design, engineering and construction associated therewith) to be completed, in a good and workmanlike manner and in accordance with the plans and specifications approved by Landlord.

(b)                                 Tenant shall maintain all ATMs, including all equipment and signage associated therewith, in good condition and repair.  Upon the expiration of this Lease, Tenant shall, at Tenant’s sole cost and expense, remove any ATM Improvements and repair any damage to the Building or Common Areas caused by the installation or removal of any such items, and such

20

repairs shall include returning any Building walls, flooring, ceilings, etc. disturbed by the ATM installation to its prior condition, normal wear and tear excepted.

(c)                                  Tenant shall be responsible, at Tenant’s sole cost and expense, for ensuring that the installation, operation and removal of the ATMs are performed in accordance with all Applicable Laws.

(d)                                 Tenant shall not be required to pay Rent with regard to any additional ATMs installed in the Building pursuant to this Article 6.

(e)                                  Tenant shall be responsible for the payment of all utilities servicing Tenant’s ATMs installed or currently existing in the Building; provided that Landlord installs (at Landlord’s cost) a metering system or similar device to measure the amount of Building utilities consumed or used by Tenant’s ATMs.

ARTICLE 7 - ALTERATIONS AND ADDITIONS

7.1                                 Tenant’s Rights to Make Alterations.  Tenant, at its sole cost and expense, shall have the right to make Alterations (as hereinbelow defined) on or about the Premises.  In no event will Tenant have any obligation to remove any such Alterations.  In the event any Alterations by Tenant result in the requirement that Landlord must make any repairs, modifications and/or improvements in the Common Areas of the Project or in any other space in the Building, and provided that Landlord has first furnished to Tenant written notice of the cost of such repairs and afforded Tenant a reasonable opportunity to perform such repairs itself, then Tenant shall be responsible for the entire cost thereof incurred by Landlord, which costs shall be payable by Tenant to Landlord promptly upon demand.  Notwithstanding anything to the contrary set forth herein, Tenant shall not be required to obtain Landlord’s prior consent with respect to any Alterations performed within the Premises by Tenant.  All Alterations shall be made in conformity with the requirements of Section 7.2 below.  Once the Alterations have been completed, such Alterations shall thereafter also be included in the designation of “Tenant Improvements,” under the applicable provisions of this Lease.

7.2                                 Installation of Alterations.  Any Alterations installed by Tenant during the Term, shall be done in strict compliance with all of the following:

(a)                                  Prior to beginning Tenant’s work, if Alterations could reasonably be expected to adversely impact Building Systems or structure, Tenant shall furnish to Landlord (i) certificates of insurance from a company or companies reasonably acceptable to Landlord, covering Tenant’s contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than Two Million Dollars ($2,000,000) per occurrence and endorsed to show Landlord and any agents of Landlord reasonably designated by Landlord in writing as additional insureds, and for workers’ compensation as required by North Carolina law (provided, however, nothing in this Section 7.2(a) shall release Tenant of its other insurance obligations hereunder); and (ii) detailed plans and specifications for such work to the extent reasonably required; and

(b)                                 All such work shall be done in a first-class workmanlike manner and in conformity with a valid building permit and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not done in a first-class workmanlike manner, shall be promptly replaced and corrected at Tenant’s expense.  Landlord’s approval or consent to any such work shall not impose

21

any liability upon Landlord.  No work shall proceed until and unless Landlord has received at least ten (10) days’ notice that such work is to commence including a commercially reasonable description of the work to be performed including drawings and specifications when necessary.

7.3                                 Tenant Improvements - Treatment at End of Lease.  All Alterations and any Tenant Improvements made by or for Tenant, which are permanent in character and permanently attached to the Building Structure, whether by Landlord or Tenant, shall be Landlord’s property, and shall be surrendered to Landlord in good condition, reasonable wear and tear and damage by casualty excepted, upon expiration of the Term or termination of this Lease without compensation to Tenant; provided however, that all of Tenant’s Personal Property, including moveable furniture, trade fixtures, and equipment not attached to the Building or the Premises or which, although attached, can be removed without compromising Building Structure or Building Systems, may be removed by Tenant prior to the expiration of the Term.  Notwithstanding the above and foregoing, Tenant expressly reserves the right, but not the obligation, to remove all reusable communications lines, communications equipment including but not limited to cabling, roof antennas and dishes, monitoring or security equipment, conveyor systems and shelving installed by Tenant or by Landlord on behalf of Tenant and all public art installed by Tenant or at Tenant’s cost.  If Tenant elects to establish a retail banking center within the Premises, all night depositories, teller counters, automatic teller machines, undercounter steel, vault and/or vault doors may, at Tenant’s election, be removed by Tenant at the expiration or termination of the Lease Term.  Provided, however, that Tenant shall repair all damage caused by such removal prior to the expiration of the Term, and provided further, that any of Tenant’s Personal Property not so removed shall, at the option of Landlord, if not removed by Tenant within thirty (30) business days of receipt of notice from Landlord requesting such removal, automatically become the property of Landlord upon the expiration or termination of this Lease.  Thereafter, Landlord may retain or dispose of in any manner (at Tenant’s expense) the Personal Property not so removed.  All costs and expenses incurred by Landlord in disposing of any such Personal Property shall be promptly reimbursed to Landlord by Tenant.  This obligation of Tenant shall survive the expiration or termination of this Lease.

ARTICLE 8 - TENANT’S REPAIRS

8.1                                 Obligation to Repair.  Tenant shall, at Tenant’s sole cost and expense, keep the Premises (other than the Building Structure and the Building Systems) in good repair and condition at all times during the Term.  All damage, injury or breakage to any part or portion of the Premises caused by the willful or negligent act or omission of Tenant or Tenant’s employees, agents, contractors, subcontractors, licensees, directors, officers, partners, trustees, visitors or invitees (collectively, “Tenant’s Employees”) shall be repaired by Tenant, at Tenant’s sole cost and expense, to the reasonable satisfaction of Landlord; provided, however, that Tenant shall be entitled to receive reimbursement for such expense to the extent that the cost of any such repair is covered by insurance obtained or required to be obtained by Landlord as part of High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses, as applicable.  Landlord may make any repairs which are not made by Tenant within a reasonable amount of time following receipt by Tenant of written notice from Landlord requesting that Tenant fulfill its repair obligation (except in the case of emergency when such repairs can be made immediately), and charge Tenant for the actual cost of such repairs.

8.2                               Right to Repair.  Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to undertake and prosecute to completion such repair or maintenance within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one (21) days after receipt of such notice, then Tenant may proceed to take the required action

22

upon delivery of an additional ten (10) days’ notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice shall not be required in the event of an emergency), and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the Contract Rate.  Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice.  If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord.  If Tenant prevails in the litigation, Tenant shall be entitled to reimbursement of its attorney’s fees and court costs, together with interest at the Contract Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs), if not paid by Landlord promptly following such award, may be deducted by Tenant from the rents next due and owing under this Lease.

ARTICLE 9 - NO LIENS BY TENANT

Tenant shall at all times keep the Premises and the Building free from any liens arising out of any work performed or allegedly performed, materials furnished or allegedly furnished or obligations incurred by or for Tenant except any work performed by Landlord pursuant to this Lease.  Tenant agrees to indemnify and hold Landlord harmless from and against any and all claims for mechanics’, materialmen’s or other liens in connection with any Alterations, repairs, or any work performed, materials furnished or obligations incurred by or for Tenant.

ARTICLE 10 - LANDLORD’S REPAIRS

10.1                           Scope of Landlord’s Repairs.  Landlord shall, subject to Tenant’s repair obligations set forth in this Lease, maintain and operate the Building and Project in a first class manner, keep the Building Structure and the Building Systems in first class condition and repair, maintain a safe and healthful environment in the Building and Project, and operate, maintain, and provide services and security to the Building at a first class level of service which is consistent with or superior to services provided in other first class buildings in Charlotte, North Carolina, and maintained to a standard which is not less than that provided in buildings commonly defined in the industry as “Class A” and the cost of which (except for certain capital improvements and repairs, as more specifically set forth in Sections 4.10 and 10.2) shall be included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses, as applicable.  Landlord shall maintain and repair the Building Structure and the Building Systems, the Parking Garage and Ivey’s Parking Deck and the public and Common Areas of the Project as the same may exist from time to time (including therein any latent defects in the Building). In no event shall any payments owed by Tenant under this Lease be abated, nor shall Landlord have any liability for interruption or interference in Tenant’s business, on account of Landlord’s failure to make repairs under this Article 10 except as otherwise expressly set forth in Articles 14 and 15.  The cost of any above standard work orders completed by Landlord at request of Tenant shall be billed to Tenant at Landlord’s actual cost, without mark-up.

23

10.2                           Required Capital Improvements.  As a further inducement to Tenant to enter into this Lease, Landlord has agreed to cause the following Base Building improvements to be installed at Landlord’s sole cost, which cost shall not be included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses except to the extent specifically set forth below.

(a)                                  Prior to the end of the first Lease Year, Landlord shall replace the following equipment that has reached the end of its useful life:  one (1) British Thermal Unit (BTU) meter monitoring the penthouse chilled water system and one (1) EMON-DEMON electrical meter monitoring the electrical usage on the second floor, with current technology to provide accurate monitoring of equipment.

(b)                                 Prior to the end of the third Lease Year, Landlord shall replace the elevator controls that are original to the Building.

(c)                                  Prior to the end of the fifth Lease Year, Landlord shall replace the chillers and cooling tower that are original equipment to the Building.

(d)                                 Prior to the end of the fifth Lease Year, Landlord shall replace all two lamp fluorescent light fixtures in the Premises with energy efficient three lamp fixtures.  The first floors to receive this upgrade shall be floors two through five.  Light fixtures shall become Building standard and Landlord will not charge Tenant for replacement of lamps or ballasts.  During and after the replacement period, all existing ceiling lights and ballasts, without exception, will be considered Building standard and Landlord will not charge Tenant for replacement of any lamp or ballast, except lights in work stations or desk lamps.

(e)                                  Tenant may request that Landlord replace the roof not less than five (5) Years after the Commencement Date if warranted by the age and condition of the current roof, as determined by a professional inspection by a contractor of Tenant’s choice.

(f)                                    Landlord shall confirm that the Landlord Upgrades defined as such in Exhibit A of the Third Amendment to the High-Rise Lease have been completed as required therein, and if such Landlord Upgrades have not been completed, Landlord shall cause such to be completed prior to the end of the first Lease Year.

The Base Building Upgrades outlined above shall not be passed through to Tenant as part of High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, pursuant to either the Prior Leases or this Lease, except to the extent such Base Building Upgrades result in a reduction of High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, in which case, Tenant shall pay the annual straight line amortization of the portion of such costs which results in High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses savings over the useful life thereof with interest at the Contract Rate.

10.3                           Landlord’s Right of Entry to Make Repairs.  Landlord and Landlord’s Employees shall have the right to enter the Premises at all reasonable times for the purpose of making any alterations, additions, improvements or repairs to the Premises or the Building which Landlord is required to or may perform under this Lease.  Landlord shall give reasonable notice to Tenant of Landlord’s intent to enter the Premises and effect repairs, except, however, in an emergency situation, in which case no prior notice shall be required.  Absent an emergency, Landlord shall conduct and schedule such entry and its activities within the Premises after Tenant’s normal business hours and in a manner which will attempt in good faith to minimize any interruption or interference with Tenant’s business operations within the Premises.

24

10.4                           Building Structure and Building Systems.  Landlord agrees that at all times it will maintain the structural portions of the Building, Parking Garage, Ivey’s Parking Deck and plazas including the foundation, floor slabs, ceilings, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking garage, stairwells, escalators, elevator cabs, plazas, washrooms, mechanical, electrical and telephone closets, and all Common Areas and public areas (collectively, “Building Structure”) and the mechanical, electrical, life safety, security, plumbing, sprinkler systems (connected to the core) and HVAC systems (including primary and secondary loops connected to the core) (“Building Systems”) in first class condition and repair and shall operate the Building as a first class office building.  Notwithstanding anything in this Lease to the contrary, Tenant shall not be required to make any repair to, modification of, or addition to the Building Structure and/or the Building Systems except and to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations.

10.5                           ADA.  Landlord shall be responsible for making all alterations and repairs within the Common Areas of the Building and Project, including restrooms on floor(s) where Tenant is a full floor tenant, necessary to comply with the ADA as currently in effect and interpreted.  Landlord agrees that all alterations, repairs and improvements to the Common Areas of the Building and Project, as the same may exist from time to time, made after the Commencement Date shall comply with the ADA.

ARTICLE 11 - BUILDING SERVICES

11.1                           Standard Building Services.  Landlord shall furnish the Premises with the standard Building services and utilities (collectively, the “Services”) as set forth in the attached Exhibit I.

11.2                         Additional Services.  Tenant agrees to pay within thirty (30) days following Landlord’s demand therefore all actual, reasonable and documented costs incurred by Landlord from time to time in providing all Services supplied to or used by Tenant in excess of or in addition to those Services which Landlord agrees to provide to Tenant in accordance with Exhibit I (said excess and additional Services are referred to as “Additional Services”).  Landlord shall provide to Tenant, upon request by Tenant, Additional Services requested by Tenant to the extent same can be provided by the Building Systems.  Landlord shall charge Tenant, and Tenant shall pay Landlord, for such Additional Services, an amount equal to the actual out-of-pocket incremental extra costs to Landlord to provide such Additional Services, without markup for profit, overhead, depreciation or administrative costs.  All costs shall be prorated among all tenants (if applicable) then requesting comparable Additional Services during such time periods.  Such Additional Services shall be available upon demand to Landlord’s Building management by an authorized representative of Tenant.  In the event Tenant desires to contest any charges for Additional Services levied by Landlord under this Section 11.2, Tenant may have Landlord install in the Premises, if Landlord has not previously done so, a switch and/or metering system.  The cost of any such switch and/or metering system shall be paid for by Landlord.  Unless it is determined from the switch and/or metering system that the charges for Additional Services levied by Landlord were unreasonable in relation to Tenant’s actual use of the Additional Services, Tenant agrees to pay Landlord, within forty-five (45) days following Landlord’s demand therefore, for the actual, reasonable and documented costs of all such Additional Services consumed as shown by said meters, at the rates charged for such services by the local public or private utility furnishing the same, if applicable.  If Tenant needs Additional Services and same may not be provided by Landlord’s utilization of the existing Building Systems, Tenant, at Tenant’s sole expense and conditioned upon the prior written consent of Landlord, which consent shall not be withheld or delayed, may install such additional equipment it needs to obtain such Additional Services, and Landlord shall allow Tenant the right to install such equipment in portions of the Premises or the Building that are reasonably necessary for such installation and use.

25

Notwithstanding the above, Landlord and Tenant have agreed to the following schedule regarding above standard cleaning supplies for floors two (2) through five (5):

(a)                                       Landlord shall pay for the first (1st) shift janitorial supplies provided to Tenant and Tenant will pay Tenant’s Pro-rata Share of this expense through High-Rise, Low-Rise and Revised Operating Expenses.

(b)                                      Second (2nd) and third (3rd) shift supplies will be billed to Tenant directly as above standard cleaning service in a detailed invoice without mark-up.

11.3                           Tenant’s Right to Elect Service Provider.  To the extent more than one provider of any given utility is available, and to the extent permitted by Applicable Law, Tenant shall have the absolute right, from time to time, to select the provider(s) of utilities to the Project and/or Tenant’s Premises within the Project.  Additionally, Tenant shall have the right, in its sole discretion, to approve any contracts for provision of utility services that are longer than one (1) Year in duration.

11.4                           Meters and Sub-meters.  Landlord agrees that Tenant shall pay for sub-metered electricity at the same tariff rate that the Landlord purchases electricity.  If Landlord purchases electricity from a private provider, the rate the Tenant pays shall not exceed the public utility’s rate.  Tenant shall have the right to request a usage survey and calibration test every two (2) years on any sub-meters measuring electricity provided to the Premises.

ARTICLE 12 - ASSIGNMENT AND SUBLETTING

12.1                           Rights of Assignment and Sublease. Tenant shall not sublet the Premises or any part thereof, or assign this Lease, without the prior written consent of Landlord, which shall be obtained pursuant to the procedures set forth in Section 12.2 below; provided, however, that Tenant shall have the right, without the consent of Landlord, to assign this Lease or sublet the Premises or any portion of the Premises to any Affiliate of Tenant, any corporation that acquires substantially all of the assets of Tenant, any corporation into which Tenant is merged and any corporation resulting from a consolidation of Tenant with some other corporation.  Landlord shall not unreasonably withhold or delay Landlord’s consent to any proposed subletting or assignment.  Tenant shall not have the right to sublet the Premises or any part thereof, or assign this Lease, to an organization or person enjoying sovereign or diplomatic immunity, a medical or dental practice that will attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high quality office building or that will impose an excessive demand on or use of the facilities or services of the Building.  Tenant shall have the absolute right to retain any profits resulting from any sublease or assignment of its rights hereunder. If requested by Tenant in writing, Landlord agrees to require the property manager for the Project to bill, directly to each subtenant, such subtenant’s pro-rata share of High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses.

12.2                           Consent to Assignment or Sublease.   If Tenant requests Landlord’s consent to an assignment of this Lease or subletting of all or a part of the Premises, Tenant shall submit to Landlord, in writing, at least twenty (20) days prior to the date on which Tenant desires such sublease or assignment to become effective, (i) the name of the proposed assignee or sublessee, (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises, and (iv) the proposed commencement date, term, and rentable square feet of the assignment or sublease.  No later than twenty (20) days after Landlord’s receipt of Tenant’s notice, Landlord shall provide Tenant written notice of its approval or disapproval.  In the event Landlord disapproves of such assignment or sublease, Landlord shall provide Tenant a detailed explanation of the grounds upon which Landlord has made its determination.  If Landlord does not provide written notice of approval or disapproval prior to the expiration of such twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease set forth in Tenant’s

26

notice. Tenant shall deliver a copy of any assignment or sublease to Landlord promptly upon full execution thereof.

12.3                           Landlord’s Right of Recapture.  In the event Tenant requests Landlord’s consent to assign the Lease or sublease a full floor or more of the Premises for a period of time that is coterminous with the Lease Term (including any exercised Renewal Term(s)), Landlord shall have the right to recapture the Premises or portion thereof proposed to be sublet or assigned (the “Recapture Space”).  Landlord shall have no recapture rights with regard to (i) the sublease of less than a full floor, (ii) any sublease or assignment that is for a term expiring prior to the natural expiration date of this Lease, as extended pursuant to any exercised Renewal Term(s), or (iii) any sublease or assignment to an Affiliate of Tenant, any corporation that acquires substantially all of the assets of Tenant, any corporation into which Tenant is merged and any corporation resulting from a consolidation of Tenant with some other corporation.  Landlord shall have a period of fifteen (15) days following receipt of a notice from Tenant of its intent to sublet or assign the Recapture Space, to exercise Landlord’s right to recapture the Recapture Space.  Landlord shall exercise its right to recapture the Recapture Space by providing written notice to Tenant prior to the expiration of the aforesaid fifteen (15) day period.  If Tenant does not receive a notice from Landlord exercising its recapture rights set forth herein within such fifteen (15) day period, then Landlord shall be deemed to have waived Landlord’s right to recapture the Recapture Space.  In the event Landlord exercises its right to recapture the Recapture Space, Tenant shall have a period of ninety (90) days (or the date upon which the assignment or sublet was proposed to begin, whichever is greater) to surrender the Recapture Space to Landlord in accordance with the terms and conditions of Section 21.1.  Upon Tenant’s surrender of the Premises, (i) Tenant shall be released from its obligations under this Lease for the remainder of the Term (including any exercised Renewal Term(s)) as they relate to the Recapture Space only, including, without limitation, Tenant’s obligation to pay Base Rent and Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating Expenses as they relate to Recapture Space only, and (ii) Landlord shall pay all leasing commissions, tenant improvement allowances and other costs associated with re-leasing the Recapture Space and all costs associated with demising the Recapture Space for separate occupancy.  Landlord shall be required to separately demise the Recapture Space from the remainder of the Premises, if not already separately demised, and shall accomplish same with minimal disturbance to Tenant.  Landlord shall coordinate its activities with Tenant.

12.4                         Landlord’s Right to Assign.  Landlord shall have the right to sell, encumber, convey, transfer, and/or assign any of its rights and obligations under this Lease to any entity which acquires Landlord’s interest in the Project and the Property, subject to the further provisions of Exhibit K, which is attached hereto and incorporated herein by reference.

12.5                           Occupancy By Others.  Tenant may allow any person or company which is a client of Tenant or which is providing services to Tenant or one of Tenant’s clients to occupy certain portions of the Premises without Landlord’s consent and without such occupancy being deemed an assignment or subleasing as long as such relationship was not created as a subterfuge to avoid the obligations set forth in this Article 12.  Any such occupancy shall not survive the expiration or termination of this Lease.

ARTICLE 13 - INDEMNIFICATION; INSURANCE

13.1                           Indemnification.  Tenant shall at its expense defend, indemnify, and hold Landlord and Landlord’s agents, contractors, licensees, employees, directors, officers, partners, trustees and invitees (collectively “Landlord’s Employees”) harmless from and against any and all claims, arising out of or in connection with Tenant’s use of the Premises, the conduct of Tenant’s business, any activity, work or things done, permitted or allowed by Tenant in the Premises, including the installation of Alterations and Tenant Improvements.  Notwithstanding any provisions of Articles 13 and 14 to the contrary, Tenant shall not be required to indemnify and hold Landlord and Landlord’s Employees harmless from any loss, cost,

27

liability, damage or expense, including, but not limited to, penalties, fines, attorneys’ fees or costs (collectively “Indemnity Claims”), to any person, property or entity resulting from the acts or omissions or willful misconduct of Landlord or its agents, contractors, servants, employees or licensees, in connection with Landlord’s activities in the Premises or the Project (except for damage to the Tenant Improvements and Tenant’s Personal Property in the Premises, to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease) or the Premises, and Landlord hereby so indemnifies and holds Tenant harmless from any such Indemnity Claims, including but not limited to Indemnity Claims arising from any noncompliance of the Premises and/or the Project with any laws relating to disabled access or Indemnity Claims arising from the presence in the Premises, the Building and/or the Property of hazardous substances (except to the extent such hazardous substances were placed in or on the Premises, the Building and/or the Property by Tenant or by Tenant’s Employees or noncompliance was created by the acts of Tenant or Tenant’s Employees).  Unless Tenant exercises any right herein granted to Tenant to purchase the Building, the foregoing indemnities of Landlord and Tenant shall survive the expiration of the Term of, or any termination of, this Lease.  Provided, further, to the extent any damage or repair obligation is covered or required to be covered by insurance obtained by Landlord as part of High-Rise Operating Expenses, Low-Rise Operating Expenses and/or Revised Operating Expenses, but is not covered or required to be covered by insurance obtained by Tenant, then Tenant shall be relieved of its indemnity obligation up to the amount of the insurance proceeds which Landlord is entitled to receive.  Tenant’s agreement to indemnify and hold Landlord harmless pursuant to Articles 13 and 14 and the exclusion from Tenant’s indemnity and Landlord’s agreement to indemnify and hold Tenant harmless pursuant to this Section 13.1 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord or Tenant, respectively, pursuant to this Lease to the extent that such policies cover the results of such acts, omissions or willful misconduct.  If Landlord or Tenant has been or at any time hereafter is granted the right to self insure or if either party breaches this agreement by its failure to carry required insurance, such failure shall automatically be deemed to be a covenant and agreement by Landlord or Tenant, respectively, to self-insure to the full extent of such required coverage, with full waiver of subrogation.  All of the provisions set forth herein are subject to the provisions of Section 13.3.

13.2                           Insurance.

(a)                                  Tenant’s Insurance.  Tenant shall have the following insurance obligations:

(i)                                     Liability Insurance.  Tenant shall obtain and keep in full force a policy of commercial general liability and property damage insurance (including but not limited to automobile, personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors protective and broad form property damage) under which Tenant is named as the insured and Landlord, Landlord’s agents (limited to those agents directly involved in day to day activities at the Building such as the property management company and/or leasing agent) and any lessors and mortgagees (whose names shall have been furnished to Tenant) are named as additional insureds and under which the insurer agrees to indemnify and hold Landlord, its managing agent and all applicable lessors and mortgagees harmless from and against all cost, expense and/or liability arising out of or based upon the indemnification obligations of this Lease.  The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than Two Million Dollars ($2,000,000.00).  The policy shall, if such is available on a commercially reasonable basis, contain a cross liability endorsement and shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s Employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto.  Such insurance shall provide that it is primary insurance and not “excess over” or contributory.  The policy shall contain a severability of interest clause.  At any time

28

upon the request of a mortgagee, or otherwise not more frequently than once in any three (3) Year period, if, in the opinion of any mortgagee, Landlord’s lender or of the insurance consultant retained by Landlord, the amount of public liability and property damage insurance coverage at that time is not adequate, Tenant shall increase the insurance coverage as required by either Landlord’s lender or Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in the Charlotte, North Carolina market area.

(ii)                                  Tenant’s Property Insurance.  Tenant at its cost shall maintain on all of its Personal Property in, on, or about the Premises, a special form property policy covering not less than one hundred percent (100%) of the full replacement cost valuation under which Tenant is named as the insured but subject to such deductibles as Tenant shall deem appropriate.  The proceeds from any such policy shall be used by Tenant for the replacement of such Personal Property.

(iii)                               Tenant’s Right to Self Insure.  For so long as Tenant is Bank of America, N.A. or a successor or Affiliate of Bank of America, N.A., Tenant shall have the right to self-insure the above obligations.

(b)                                 Landlord’s Insurance.  Landlord shall have the following obligations:

Landlord shall obtain and maintain in effect at all times fire and hazard “all risk” insurance covering one hundred percent (100%) of the full replacement cost valuation of the Building, the Tenant Improvements, and the Alterations, subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “all risk” policies carried by landlords of first class buildings in the Charlotte, North Carolina market area.  Landlord shall also obtain and keep in full force (i) a policy of commercial general liability and property damage insurance covering the same risks and having the same policy limits as set forth in Section 13.2(a)(i) above; (ii) workers’ compensation insurance in accordance with Applicable Laws and Employer’s Liability insurance in amounts and with deductibles comparable to the insurance being carried by landlords of first class buildings in the Charlotte, North Carolina market area; and (iii) rental income/loss insurance.

(c)                                  Insurance Criteria.  All the insurance required to be maintained by Tenant and Landlord under this Lease shall:

(i)                                     Be issued by insurance companies with a financial rating of at least A-VII for any property insurance and A-VII for any liability insurance as rated in the most recent edition of Best’s Insurance Reports, except to the extent Tenant is permitted to self-insure hereunder;

(ii)                                  Be issued as a primary policy;

(iii)                               Require thirty (30) days’ written notice from the insurance company to both parties and to Landlord’s lender before cancellation or any material change in the coverage, scope or amount of any policy;

(iv)                              With respect to property loss or damage, a waiver of subrogation must be obtained, as required by Section 13.4; and

29

(v)                                 Be occurrence based coverage.

Notwithstanding the foregoing, all of the insurance requirements set forth herein on the part of Tenant or Landlord to be observed shall be deemed satisfied if the risk to be insured is covered by a blanket insurance policy insuring all or most of Tenant’s or Landlord’s facilities, and provided that the coverage attributable to the Premises and the Building under such blanket insurance policy equals or exceeds the applicable requirements set forth in this Lease.

(vii)                           Evidence of Coverage.  Landlord and Tenant shall each furnish the other with a duplicate original policy, or a certificate of the policy, at the Full Occupancy Date, and on renewal of the policy a certificate of insurance listing the insurance coverages required hereunder and naming Landlord or Tenant, as appropriate, and any other interested parties as additional insured and shall deliver such certificate of insurance to Landlord or Tenant, as appropriate, not less than twenty-one (21) days before the expiration of the term of the policy.

13.3                           Assumption of Risk/Waivers of Subrogation/ Minimization of Duplication of Insurance Coverage/Limitations on Liability and Damages.

(a)                                  Purpose.  The purpose of this provision is to allow Landlord and Tenant to allocate and assume certain risks to coincide with insurance coverages required to be maintained pursuant to the terms of this Lease.  Landlord and Tenant recognize the benefit that each will receive from the waivers of subrogation each is required to obtain pursuant to this Section 13.3 and Section 13.4 below and that there are significant advantages to each in connection with minimizing duplication of insurance coverage.  Landlord and Tenant further agree to accept and place certain limitations on each other’s respective liabilities and responsibility for damages to coincide with required insurance coverages.

(b)                                 Property Insurance.  Landlord agrees to insure in accordance with Section 13.2 the Building, the Project, the Tenant Improvements, the Alterations and Landlord’s personal property including its business papers, furniture, fixtures, and equipment (collectively, “Landlord’s Property”).  Accordingly, Landlord agrees that except with respect to any environmental damages caused by Tenant to the Project or any portion(s) thereof, Tenant will have no liability to Landlord in the event that Tenant damages or destroys, negligently or otherwise, all or any part of Landlord’s Property.  Landlord will cause to be placed in its insurance policies covering Landlord’s Property a waiver of subrogation so that its insurance company will not become subrogated to Landlord’s rights and will not be able to proceed against Tenant in connection with any such damage or destruction.

Tenant agrees to insure in accordance with Section 13.2 Tenant’s Personal Property including its business papers, furniture, fixtures, and equipment (collectively, “Tenant’s Property”).  Accordingly, Tenant agrees that Landlord will have no liability to Tenant in the event Landlord damages or destroys, negligently or otherwise, all or any part of Tenant’s Property.  Tenant will cause to be placed in its insurance policies covering Tenant’s Property a waiver of subrogation so that the insurance company will not become subrogated to Tenant’s rights and will not be able to proceed against Landlord in connection with any such damage or destruction.

Tenant shall not be responsible or liable to Landlord for any damage or destruction to Landlord’s Property caused by Tenant’s employees, agents, visitors, invitees, guests or independent contractors or subcontractors (collectively, “Tenant’s Associates”), and Landlord

30

hereby releases Tenant from any claim, demands, losses, damages, consequential damages, and the like (collectively, “Claims”), resulting from damage or destruction to Landlord’s Property caused directly or indirectly by Tenant and/or Tenant’s Associates; provided, however, nothing herein shall be deemed to release Tenant’s independent contractors from any such Claims Landlord may have against Tenant’s independent contractors.  Likewise, Landlord shall not be responsible or liable to Tenant for any damages or destruction to Tenant’s Property caused by Landlord’s employees, agents, visitors, invitees, guests or independent contractors or subcontractors (collectively, “Landlord’s Associates”), and Tenant hereby releases Landlord from any Claims resulting from damage or destruction to Tenant’s Property caused directly or indirectly by Landlord and/or Landlord’s Associates; provided, however, nothing herein shall be deemed to release Landlord’s independent contractors from any such Claims Tenant may have against Landlord’s independent contractors.

(c)                                  Injury and Death to Individuals.  Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals.  Landlord and Tenant shall each carry insurance, as provided by this Article 13, in connection with injury and death to individuals.  Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring within the Project but outside the Premises except to the extent that such injury or death is caused by the negligence of Tenant and/or Tenant’s Associates and is not covered by the insurance Landlord is required to carry under this Lease.  Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring within the Premises except to the extent such injuries or death are caused by the negligence of Landlord and/or Landlord’s Associates and is not covered by the insurance Tenant is required to carry under this Lease.

(d)                                 Abatement of Rent When Tenant Is Prevented From Using Premises.  In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for three (3) consecutive business days or ten (10) business days in any twelve (12) month period (the “Eligibility Period”) as a result of (i) any damage or destruction to the Premises, Parking Garage, Ivey’s Parking Deck and/or the Project, (ii) any repair, maintenance or alteration performed or to be performed by Landlord and required by this Lease, the performance or failure to perform of which substantially interferes with Tenant’s use of the Premises, Parking Garage, Ivey’s Parking Deck and/or the Project, (iii) any failure by Landlord to provide Tenant with services or access to the Premises, Parking Garage, Ivey’s Parking Deck and/or the Project, (iv) because of an eminent domain proceeding or (v) because of the presence of hazardous substances in, on or around the Premises, the Building or the Property, then Tenant’s Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or the Parking Garage and/or Ivey’s Parking Deck or a portion thereof, in the proportion that the rentable area of the portion of the Premises, Parking Garage and/or Ivey’s Parking Deck that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises and/or the total parking spaces in the Parking Garage and/or Ivey’s Parking Deck.  However, in the event that Tenant is prevented from conducting, and does not conduct, its business in any portion of the Premises for a period of time in excess of the Eligibility Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Rent for the entire Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be

31

payable by Tenant from the date such business operations commence.  If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, Parking Garage, Ivey’s Parking Deck, or the Project, Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, Parking Garage, Ivey’s Parking Deck and/or the Project, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction and to move in.  To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by Articles 14 [Damage or Destruction] and 15 [Eminent Domain] of this Lease, then the Eligibility Period shall not be applicable.

(e)                                  Limitation of Liability and Damages.  Landlord agrees that in the event of a default by Tenant under this Lease, Landlord will not have a right to collect from Tenant a greater amount of Rent than Landlord would have been able to collect in the event that Tenant did not default under this Lease.  Landlord further agrees that it will use commercially reasonable efforts to mitigate its damages in connection with any default by Tenant.  Nothing herein shall be construed to prevent Tenant or Landlord, if it is the prevailing party in connection with any litigation, dispute, or controversy between Landlord and Tenant, from collecting, and each agrees that under such circumstances the other shall have a right to collect and shall be awarded, (a) its reasonable attorneys’ fees, costs, and expenses incurred in connection with any such litigation, dispute, or controversy and (b) interest, at the Contract Rate, on any amounts not paid when due.  Landlord’s liability to Tenant is limited to Landlord’s equity interest in the Building.

13.4                           Allocation of Insured Risks/Subrogation.  Landlord and Tenant release each other and all other tenants or subtenants of the Project (“Other Occupants”) from any claims and demands of whatever nature for damage, loss or injury to the Premises and/or the Project, or to the other’s property in, on or about the Premises and/or the Project, that are caused by or result from risks or perils insured against under any property insurance policies required by this Lease or, if applicable, other leases in the Building to be carried by Landlord and/or Tenant and in force at the time of any such damage, loss or injury.  Landlord and Tenant shall cause each property insurance policy obtained by them or either of them, and Landlord (or Tenant, with respect to Other Occupants claiming by or through Tenant) shall cause the property insurance policies carried by Other Occupants, to provide that the insurance company waives all right of recovery by way of subrogation against either Landlord or Tenant in connection with any damage covered by any such policy or policies.  Neither Landlord nor Tenant nor Other Occupants shall be liable to the other for any damage caused by fire or any of the risks insured against under any property insurance policy required by this Lease, provided such insurance is in force and the proceeds therefrom are paid.  If a property insurance policy cannot be obtained with a waiver of subrogation, or is obtainable only by the payment of an additional premium charge above that charged by insurance companies issuing property policies without waiver of subrogation, the party undertaking to obtain the property insurance (or the Landlord with respect to Other Occupants) shall notify the other party of this fact.  The other party shall have a period of ten (10) days after receiving the notice either to place the property insurance with a company that is reasonably satisfactory to the other party and that will carry the property insurance with a waiver of subrogation at no additional cost, or to agree to pay the additional premium if such a policy is obtainable at additional cost.  If the property insurance cannot be obtained or the party in whose favor a waiver of subrogation is desired refuses to pay the additional premium charged, the other party (or the Landlord with respect to Other Occupants) is relieved of the obligation to obtain a waiver of subrogation with respect to the particular property insurance involved, and all releases and waivers herein contained are null and void to the extent thereof.

13.5                           Landlord Bankruptcy Proceeding.  In the event that the obligations of Landlord under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding involving the

32

Landlord as the debtor, or following the rejection of this Lease in accordance with Section 365 of the United States Bankruptcy Code, then notwithstanding any provision of this Lease to the contrary, Tenant shall have the right to set off against Rents next due and owing under this Lease (a)any and all damages caused by such non-performance of Landlord’s obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (b) any and all damages caused by the non-performance of Landlord’s obligations under this Lease following any rejection of this Lease in accordance with Section 365 of the United States Bankruptcy Code.

ARTICLE 14 - DAMAGE OR DESTRUCTION

14.1                           Loss Covered By Insurance.  If, at any time prior to the expiration or termination of this Lease, the Premises or the Building or the Project is wholly or partially damaged or destroyed by a casualty, the loss to Landlord from which is (except for any applicable deductible) fully covered by insurance maintained by Landlord or for Landlord’s benefit (or required to be maintained by Landlord pursuant to Section 13.2(b)), which casualty renders the Premises or the Project totally or partially inaccessible or unusable by Tenant in the ordinary conduct of Tenant’s business, then this Lease shall not be terminated, but Landlord shall cause the Premises and the rest of the Project to be restored to their condition immediately prior to such casualty, and Tenant shall be responsible for the restoration and/or replacement of Tenant’s Property.  Each party shall commence such obligations within a reasonable period of time following such casualty, considering the applicable circumstances, and shall prosecute same to completion in good faith and with duly diligent efforts.  During the period of such repair, the Rent shall abate or (if the Premises are not wholly untenantable) be reduced proportionately with the percentage of the Premises or the Project that is untenantable.

14.2                           Loss Not Covered By Insurance.  If, at any time prior to the expiration or termination of this Lease, the Premises or the Project is totally or partially damaged or destroyed from a casualty, the loss to Landlord from which is not fully covered by insurance maintained by Landlord or for Landlord’s benefit or required to be maintained by Landlord pursuant to Section 13.2(b), which damage renders the Premises inaccessible or unusable to Tenant in the ordinary course of its business, Landlord may, at its option, upon written notice to Tenant within sixty (60) days after notice to Landlord of the occurrence of such damage or destruction, (a) elect to repair or restore such damage or destruction, or (b) if (i) the uninsured portion of the damage or destruction is equal to or greater than Twenty Five Million and No/100 Dollars ($25,000,000.00) and (ii) less than two (2) Years remain under Tenant’s primary Lease Term, and (iii) Tenant has not elected to exercise the next ensuing Renewal Term, then Landlord may elect to terminate this Lease.  If Landlord has elected to repair or restore such damage or destruction, Landlord shall commence to make such repair as soon as reasonably possible and shall complete such repair as soon as reasonably possible, and this Lease shall continue in full force and effect but the Rent, if and to the extent applicable, shall be proportionately reduced as provided in Section 14.1.

14.3                           Destruction During Final Two Years.  Notwithstanding anything to the contrary contained in Sections 14.1 and 14.2, if the Premises or the Project is wholly damaged or destroyed or if the Premises or the Project is partially damaged or destroyed within the final twenty-four (24) months of the Term of this Lease, or, if an applicable renewal option has been exercised, during the final twenty-four (24) months of any renewal term, so that Tenant shall be prevented from using substantially all of the Premises or the Project for one hundred eighty (180) consecutive days due to such damage or destruction, then either Landlord or Tenant may, at its option, by notice to the other party within sixty (60) days after the occurrence of such damage or destruction, elect to terminate this Lease.

14.4                           Destruction of Tenant’s Personal Property, Tenant Improvements or Property of Tenant’s Employees.  In the event of any damage to or destruction of the Premises or the Project, under no circumstances shall Landlord be required to repair any injury, or damage to, or make any repairs to or

33

replacements of, Tenant’s Personal Property.  However, as part of High-Rise Operating Expenses, Low-Rise Operating Expenses and/or Revised Operating Expenses, Landlord shall cause to be insured the Tenant Improvements and Alterations which do not consist of Tenant’s Personal Property and shall cause such Tenant Improvements and Alterations to be repaired and restored at Landlord’s sole expense.  Landlord shall have no responsibility for any contents placed or kept in or on the Premises or the Project by Tenant or Tenant’s Employees.

14.5                           Exclusive Remedy.  Except for abatement of Rent as provided in Section 13.3(d), no damages, compensation or claim shall be payable by Landlord or Tenant to the other for any inconvenience, any interruption or cessation of Landlord’s or Tenant’s business, or any annoyance, arising from any damage to or destruction of all or any portion of the Premises, Parking Garage, Ivey’s Parking Deck or the Project.

ARTICLE 15 - EMINENT DOMAIN

15.1                           Permanent Taking - When Lease Can Be Terminated.  If the whole of the Premises, or so much of the Premises or Project as to render the balance unusable by Tenant, shall be taken under the power of eminent domain, this Lease shall automatically terminate as of the date of final judgment in such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier.  A sale by Landlord under threat of condemnation shall constitute a “taking” for the purpose of this Article 15.  No award for any partial or entire taking shall be apportioned and Tenant assigns to Landlord any award which may be made in such taking or condemnation, together with all rights of Tenant to such award, including, without limitation, any award or compensation for the value of all or any part of the leasehold estate; provided that nothing contained in this Article 15 shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for (a) the taking of Tenant’s Personal Property, (b) interruption of or damage to Tenant’s business, or (c) Tenant’s unamortized cost of the Tenant Improvements to the extent paid for by Tenant.  Furthermore, Tenant is granted the right to recover from the condemning authority one hundred percent(100%) (less applicable legal costs related to the recovery of same) of the value (if any) of the leasehold estate, which shall be equal to the difference between the rental rate payable under this Lease and the rate established by the condemning authority as an award for compensation purposes, together with any amount Tenant is able to obtain from the condemning authority attributable to Tenant’s relocation expenses and to any other amounts specifically allocated or available to owners of leasehold estates under Applicable Laws.  Further, no such taking of all or any portion of the Parking Garage and/or Ivey’s Parking Deck shall entitle Tenant to terminate this Lease, if Landlord provides reasonable replacement parking within a reasonable period of time, not to exceed three (3) months from the date of taking or six (6) months after Landlord receives notice of the pending taking, whichever shall first occur.

15.2                           Permanent Taking - When Lease Cannot Be Terminated.  In the event of a partial taking which does not result in a termination of this Lease under Section 15.1, Rent shall be proportionately reduced based on the portion of the Premises rendered unusable, and Landlord shall restore the Premises and the Project to the extent of available condemnation proceeds.

15.3                           Temporary Taking.  No temporary taking of the Premises or the Project any part of the Premises or the Project and/or of Tenant’s rights to the Premises or the Project or under this Lease shall terminate this Lease unless the temporary taking is for substantially all of the Premises for substantially all of the remaining Term (including any exercised Renewal Term), in which case Tenant shall have the right to terminate this Lease as to the portion of the Premises so taken, as of the effective date of such taking.  Any award made to Landlord or Tenant by reason of such temporary taking shall belong entirely to the party to whom such award is made.

34

15.4                           Exclusive Remedy.  This Article 15 shall be Tenant’s sole and exclusive remedy in the event of a taking or condemnation.

15.5                           Release Upon Termination.  Upon termination of this Lease pursuant to this Article 15, Tenant and Landlord hereby agree to release each other from any and all obligations and liabilities with respect to this Lease to the same extent as if this Lease had expired on the date of such termination, except for such obligations and liabilities which arise or accrue prior to such termination, and except for any contingent obligations of the parties which, pursuant to the other terms of this Lease, would have survived the expiration or termination hereof.

ARTICLE 16 - DEFAULTS

16.1                           Default by Tenant.  Each of the following shall be an “Event of Default” by Tenant and a material breach of this Lease:

(a)                                  Tenant shall fail to make any payment owed by Tenant under this Lease, as and when due, and where such failure is not cured within a period of twenty (20) days following notice to Tenant from Landlord.

(b)                                 Tenant shall fail to observe, keep or perform any of the terms, covenants, agreements or conditions under this Lease that Tenant is obligated to observe or perform, other than that described in subparagraph (a) above, for a period of thirty (30) days after notice to Tenant of said failure; provided however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default under this Lease if Tenant shall commence the cure of such default so specified within said thirty (30) day period and shall diligently prosecute the same to completion.

16.2                           Default by Landlord.  Landlord shall be in default of the performance of any obligation required to be performed by Landlord under this Lease if Landlord has failed to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, Landlord shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursues the same to completion.

16.3                           Self-Help.  If Landlord shall default in the performance of any of Landlord’s obligations under this Lease beyond any applicable cure period, including, without limitation, the payment of any sum of money or the performance of any other obligation pursuant to the terms of this Lease, then Tenant at its option and with thirty (30) days prior written notice to Landlord, in addition to any other remedies Tenant may have in law or equity, may proceed to perform such defaulted obligation on behalf of Landlord (and shall have a license to do so) by the payment of money or other action for the account of Landlord.  The foregoing right to cure shall not be exercised if within the thirty (30) day notice period (i) Landlord cures the default, or (ii) if curable, the default cannot be reasonably cured within that time period but Landlord begins to cure such default within such time period and thereafter diligently and continuously pursues such action to completion.  The thirty (30) day notice period shall not be required if an emergency exists; and in such event, Tenant shall give such notice (if any) to Landlord as is reasonable under the circumstances.  Within ten (10) days of written demand therefore (including providing copies of invoices reflecting costs), Landlord shall reimburse the Tenant for any sum reasonably expended by Tenant due to the default or in correcting the same and, if such reimbursement is not paid within said ten (10) days, Tenant shall have the right to offset Rent due hereunder; provided, however, that Tenant shall not offset more than $200,000.00 in any Calendar Year.  This provision is intended to survive and/or override any existing bankruptcy laws to the extent legally enforceable.

35

ARTICLE 17 - LANDLORD’S REMEDIES AND RIGHTS

17.1                           Termination of Lease.  In the event of any material uncured Event of Default by Tenant, Landlord shall have the right, in addition to all other rights available to Landlord under this Lease now or later permitted by law or equity, to terminate this Lease by providing Tenant with a notice of termination or, at Landlord’s election, to terminate Tenant’s right of possession without terminating this Lease.  Upon termination of this Lease, Landlord may recover as damages the Rent that Landlord would have received had Tenant not defaulted, plus attorney fees and court costs, reasonably incurred by Landlord to collect same.  Landlord agrees to use commercially reasonable efforts to mitigate damages.  In no event shall Tenant be liable for consequential damages or accelerated Rent.

17.2                           Continuation of Lease.  Tenant acknowledges that in the event Tenant has breached this Lease and abandoned substantially all of the Premises, this Lease shall continue in effect for so long as Landlord does not terminate this Lease [which Landlord shall not be required to do, or be deemed to have done without unequivocal written notification to Tenant of such election, even though Landlord may have terminated Tenant’s right to possession (which will correspondingly terminate Tenant’s right to Sublease and/or assign but will not invalidate any Subleases or assignments consented or deemed consented to by Landlord in accordance with the provisions of Article 12 or any subordination, attornment and non-disturbance agreement that Landlord has provided for the benefit of any subtenant)], and Landlord may enforce all its rights and remedies under this Lease, including the right to recover Rent as it becomes due under this Lease.  Acts of maintenance or preservation or efforts to relet (including reletting) the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of this Lease.

17.3                           Right of Entry.  In the event of any default by Tenant which continues beyond applicable cure periods and after the provision of written notice from Landlord to Tenant, Landlord shall also have the right, with or without terminating this Lease, to enter the Premises and remove all persons and Personal Property from the Premises, such property being removed and stored in a public warehouse or elsewhere at Tenant’s sole cost and expense.  No removal by Landlord of any persons or property in the Premises shall constitute an election to terminate this Lease. Such an election to terminate may only be made by Landlord in writing.  Landlord’s right of entry shall include the right to re-let the Premises.  Rents collected by Landlord from any other tenant which occupies the Premises shall be offset against the amounts owed to Landlord by Tenant.  Tenant shall be responsible for any amounts not recovered by Landlord from any other tenant.  Any payments made by Tenant shall be credited to the amounts owed by Tenant, first to past due interest and late charges and penalties then to past due Rent, and lastly to current Rent.  No entry by Landlord shall prevent Landlord from later terminating this Lease by written notice.

17.4                           Right to Perform.  If an Event of Default occurs, Landlord may perform such covenant or condition at its option, after providing written notice to Tenant and after expiration of the cure periods provided by this Lease.  All costs reasonably incurred by Landlord in so performing shall immediately be reimbursed to Landlord by Tenant, together with interest at the Contract Rate computed from the date incurred by Landlord.  Any performance by Landlord of Tenant’s obligations shall not waive or cure such default.

17.5                           Remedies Not Exclusive.  The rights and remedies of Landlord and Tenant set forth herein are not exclusive, and Landlord and Tenant may exercise any other right or remedy available to it under this Lease, at law or in equity except as otherwise expressly set forth herein.

36

ARTICLE 18 - ATTORNEYS’ FEES

If either Landlord or Tenant commences or engages in, or threatens to commence or engage in, any action or litigation or arbitration against the other party arising out of or in connection with this Lease, the Premises or the Project, including but not limited to, any action for recovery of any payment owed by either party under this Lease, or to recover possession of the Premises, or for damages for breach of this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys’ fees and other costs incurred in connection with the action and in preparation for said action.  Notwithstanding the above, the provisions of this Article shall not apply to any dispute referred to “binding” arbitration.

ARTICLE 19 - SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE

19.1                           Obligations of Tenant.  The Lease and the rights granted to Tenant by the Lease shall be subject and subordinate to all deeds of trust or mortgages affecting or encumbering all or any part of the Project; provided however, that if Landlord elects at any time to have Tenant’s interest in the Lease be or become superior, senior or prior to any such instrument, then upon receipt by Tenant of written notice of such election, Tenant shall promptly execute all necessary and reasonable subordination instruments or other documents confirming the subordination of such mortgage or deed of trust.

19.2                           Obligations of Landlord.  This Lease shall be subject to and conditioned upon Landlord delivering to Tenant, no later than thirty (30) days from the date of full execution of this Lease, a commercially reasonable nondisturbance agreement in favor of Tenant from any mortgagee, trustee or beneficiary under any prior mortgage or deed of trust encumbering the Building.

19.3                           Landlord’s Right to Assign.  Landlord’s interest in this Lease may be assigned to any mortgagee or trust deed beneficiary as additional security.  Nothing in this Lease shall empower Tenant to do any act without Landlord’s prior consent which can, shall or may encumber the title of the owner of all or any part of the Project or the Property.

19.4                           Attornment by Tenant.  In the event of the cancellation or termination of any or all ground or underlying leases affecting all or any part of the Project or the Property in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or in the event of any foreclosure of any or all mortgages or deeds of trust encumbering the Project or the Property by trustee’s sale, voluntary agreement, deed in lieu of foreclosure, or by the commencement of any judicial action seeking foreclosure, Tenant, at the request of the then landlord under this Lease, shall attorn to and recognize (a) the ground or underlying lessor, under the ground or underlying lease being terminated or canceled, and (b) the beneficiary or purchaser at the foreclosure sale, as Tenant’s landlord under this Lease, and Tenant agrees to execute and deliver at any time upon request of such ground or underlying lessor, beneficiary, purchaser, or their successors, any instrument to further evidence such attornment.  Tenant hereby waives its right, if any, to elect to terminate this Lease or to surrender possession of the Premises in the event of any such ground or underlying lease cancellation or termination or mortgage or deed of trust foreclosure.

19.5                           Non-Disturbance.  Notwithstanding any of the provisions of this Article 19 to the contrary, Tenant shall be allowed to occupy the Premises or portions thereof, subject to the conditions of this Lease, and this Lease shall remain in effect, until an Event of Default occurs, or until Tenant’s rights are modified because of an applicable eminent domain proceeding pursuant to Article 15, or because of the occurrence of applicable damage and destruction pursuant to Article 14.  Landlord agrees to cause the lender(s) to which Tenant will or has subordinated to provide a non-disturbance agreement in commercially reasonable form.   No later than twenty (20) days after the date of full execution of this Lease, Landlord agrees to provide to Tenant fully executed commercially reasonable recognition and non-

37

disturbance agreements from all present Property and Building mortgagees, deed of trust holders and/or superior lessors.

ARTICLE 20 - RESERVED

ARTICLE 21 - HOLDING OVER

21.1                           Surrender of Possession.  Tenant shall surrender, subject to the provisions of Section 21.2 below, possession of the Premises immediately upon the expiration of the Term or earlier termination of this Lease.  If Tenant shall continue to occupy or possess the Premises after such expiration or termination without the consent of Landlord, then unless Landlord and Tenant have otherwise agreed in writing, Tenant shall be a tenant from month-to-month.  All the terms, provisions and conditions of this Lease shall apply to this month-to-month tenancy except that the monthly Base Rent shall be as set forth in Section 21.2.

21.2                           Tenant’s Right to Hold Over.  Notwithstanding anything to the contrary set forth above, Tenant shall have the right, upon the expiration of the original Term or any Renewal Term, by giving written notice of such election to Landlord not less than seven (7) months prior to the expiration of the original Term or any Renewal Term, to hold over in the Premises (or any portion thereof) for a period not to exceed eighteen (18) months (the “Extended Term”) upon the same terms and conditions that were applicable to the Premises during the last month of the Term of this Lease.  In the event Tenant continues to occupy all or any portion of the Premises beyond the Extended Term, Tenant shall pay Base Rent for the first ninety (90) days of such hold over period at a rate equal to one hundred fifty percent (150%) of the then prevailing monthly rental rate in effect as of the date of the expiration of the Extended Term and Landlord shall have no right to any consequential damages.  From and after the ninety-first (91st) day after the expiration of the Extended Term, Tenant shall continue to pay Base Rent for the hold over period equal to one hundred fifty percent (150%) of the monthly rental rate in effect as of the expiration of the Extended Term, however, Landlord shall have the right to bring an action against Tenant for consequential damages resulting from Tenant’s failure to vacate the Premises.  In the event that Tenant holds over in the Premises (or any portion thereof) pursuant to this provision, Tenant shall have the right to terminate its tenancy, prior to the expiration of the Extended Term, on not less than thirty (30) days’ prior written notice to Landlord.

ARTICLE 22 - INSPECTIONS AND ACCESS

22.1                           Entry by Landlord.  Upon reasonable prior notice except in case of emergency or upon the requirement of any applicable governmental authority (e.g., surprise inspection) or to supply normal and regular janitorial or security services, in any of which events no such notice shall be required, Landlord may enter the Premises at all reasonable hours for any reasonable purpose when accompanied by an authorized representative of Tenant.  If Tenant shall not be personally present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary due to a bona fide emergency, Landlord may enter by means of a master key without liability to Tenant except for any failure to exercise due care for Tenant’s Personal Property, and without affecting this Lease.  In any event, any such entry shall be accomplished as expeditiously as reasonably possible and in a manner so as to cause as little interference to Tenant as reasonably possible.

22.2                           Secured Areas.  Notwithstanding anything to the contrary set forth above, Tenant may designate certain areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or confidential information.  Landlord may not enter such Secured Areas except in the case of emergency or in the event of a Landlord inspection, in which case

38

Landlord shall provide Tenant with ten (10) days’ prior written notice of the specific date and time of such Landlord inspection.

ARTICLE 23 - NAME OF PROJECT

As of the date of full execution of this Lease, the name of the Building is “One Independence Center” and/or “101 Independence Center.”  Landlord shall not change the name of the Building without the prior written consent of Tenant.   In the event Tenant consents to a change in the name of the Building, such name change shall be at Landlord’s sole cost and expense and Landlord shall reimburse Tenant for reasonable and verified costs of replacing Tenant’s stationery and business cards.  Notwithstanding the foregoing, in no event may Landlord elect to re-name the Building after another financial institution or competitor of Tenant.  Costs for changes in the name of the Building shall not be included among High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses.

ARTICLE 24 - SURRENDER OF LEASE

The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation of this Lease, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of Tenant’s interest in any or all such subleases or subtenancies.  Provided, however, that any sublease specifically consented to by Landlord or deemed consented to by Landlord in accordance with Article 12 hereof shall survive and be automatically assigned to Landlord as the prime Landlord thereunder.

ARTICLE 25 - WAIVER

The waiver by Landlord or Tenant of any term, covenant, agreement or condition contained in this Lease shall not be deemed to be a waiver of any subsequent breach of the same or of any other term, covenant, agreement, condition or provision of this Lease, nor shall any custom or practice which may develop between the parties in the administration of this Lease be construed to waive or lessen the right of Landlord or Tenant to insist upon the performance by the other in strict accordance with all of the terms, covenants, agreements, conditions, and provisions of this Lease.  The subsequent acceptance by Landlord of any payment owed by Tenant to Landlord under this Lease, or the payment of Rent by Tenant, shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, agreement, condition or provision of this Lease, other than the failure of Tenant to make the specific payment so accepted by Landlord, regardless of Landlord’s or Tenant’s knowledge of such preceding breach at the time of the making or acceptance of such payment.

ARTICLE 26 - SALE BY LANDLORD

In the event Landlord shall sell, assign, convey or transfer all of its interest in the Project and/or the Property, Tenant agrees to attorn to such transferee, assignee or new Landlord, and upon consummation of such sale, conveyance or transfer, Landlord shall automatically be freed and relieved from all liability and obligations accruing or to be performed from and after the date of such sale, transfer, or conveyance.

ARTICLE 27 - NO LIGHT AND AIR EASEMENT

Any diminution or shutting off of light or air by any structure which may be erected on lands adjacent to or in the vicinity of the Building, Parking Garage or Ivey’s Parking Deck shall not affect this Lease, abate any payment owed by Tenant under this Lease or otherwise impose any liability on Landlord.

39

ARTICLE 28 - FORCE MAJEURE

Any prevention, delay or stoppage caused by fire, earthquake, explosion, flood, hurricane, the elements, or any other similar cause beyond the reasonable control of the party from whom performance is required, or any of their contractors; acts of God or the public enemy; actions, restrictions, limitations or interference of governmental authorities or agents; war, invasion, insurrection, rebellion; riots; strikes or lockouts, or inability to obtain necessary materials, goods, equipment, services, utilities or labor shall excuse the performance of such party for a period equal to the duration of such prevention, delay or stoppage; provided, however, in no event shall financial incapability excuse the performance of either party.

ARTICLE 29 - ESTOPPEL CERTIFICATES

Each party shall, at any time and from time to time upon request of the other party, within thirty (30) days following notice of such request from the requesting party, execute, acknowledge and deliver to the requesting party a certificate (the “Estoppel Certificate”) in writing in the form of the attached Exhibit J or in such commercially reasonable form as Landlord or Tenant or any of their respective lenders, prospective purchasers, lien holders, assignees or subtenants may deem appropriate; provided, however, if the Estoppel Certificate requests information different than that being requested in the form of the attached Exhibit J, then (a) the certifying party shall have forty-five (45) days rather than the thirty (30) days set forth above in order to execute, acknowledge and deliver such Estoppel Certificate and (b) the requesting party shall reimburse the certifying party for all actual, reasonable and documented costs [including without limitation attorneys’ fees in an amount of up to Two Hundred Fifty and 00/100 Dollars ($250.00) per request] incurred by the certifying party in connection with the execution, acknowledgment and delivery of such Estoppel Certificate.  For purposes of this Article 29, an Estoppel Certificate shall not be deemed to be commercially reasonable if it amends or modifies any of the provisions of this Lease or attempts to clarify them.  If the certifying party fails to deliver the Estoppel Certificate within such thirty (30) or forty-five (45) day period, as the case may be, the requesting party shall so notify the certifying party and, if the certifying party does not deliver the Estoppel Certificate within three (3) business days thereafter, the certifying party’s failure to do so shall automatically be deemed to establish conclusively that this Lease is in full force and effect and has not been modified except as may be represented by the requesting party, but shall not be deemed to have cured any default under this Lease by the party failing to provide the Estoppel Certificate.

ARTICLE 30 - RIGHT TO PERFORMANCE

Except as otherwise provided in this Lease, all covenants and agreements to be performed by Landlord or Tenant under this Lease shall be performed by such party at such party’s sole cost and expense.

ARTICLE 31 - PARKING

31.1                           General Parking.  Tenant shall be provided one (1) parking space for each one thousand (1,000) square feet of Rentable Area in the Premises (“Parking Spaces”), as expanded from time to time, effective as of the Commencement Date of this Lease.  Tenant, and its authorized users (including sublessees as set forth in Section 31.3 below), shall have access to the Parking Garage and Ivey’s Parking Deck twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year.

31.2                           Ivey’s Parking Spaces.  Of the total Parking Spaces to be made available to Tenant, two hundred twenty-six (226) of those Parking Spaces shall be located in the Ivey’s Parking Deck (“Ivey’s

40

Parking Spaces”).  Landlord and Tenant acknowledge that the aforesaid parking rights constitute the entirety of the Ivey’s Parking Deck.  The charge to Tenant for the Ivey’s Parking Spaces shall be $18,492.00 per month (“Ivey’s Parking Fee”), which includes a management fee that is payable to the parking management company in the amount of $500.00 per month.  Tenant shall pay the Ivey’s Parking Fee directly to the parking management company; provided, however, that if Landlord pays the $500.00 per month parking management fee to the parking management company and provides Tenant sufficient advanced notice and evidence thereof, Tenant shall reimburse the $500.00 per month parking management fee to Landlord.  Landlord and Tenant acknowledge that Central Parking currently manages the Ivey’s Parking Deck under an agreement with Landlord.  Landlord agrees that it will not terminate, renew or enter into any management agreement for the Ivey’s Parking Deck without Tenant’s prior written approval.  Landlord further agrees that, upon thirty (30) days notice from Tenant, Tenant shall have the right to take over the management of the Ivey’s Parking Deck and Landlord shall, if Tenant desires, assign any management agreement in effect at the time of such notice to Tenant.  Tenant shall thereafter have the right to manage the Ivey’s Parking Deck at its sole discretion.   Tenant shall have the right to limit and/or restrict access to certain areas of the Ivey’s Parking Deck and to establish rules and regulations governing the use of the Ivey’s Parking Deck.

31.3                           Sublease of Ivey’s Parking Spaces.  Landlord agrees that Tenant shall have the right to sublease all or any of the Ivey’s Parking Spaces, without Landlord’s consent and Tenant shall be entitled to all profits therefrom.  Tenant shall have the right to sublease the Ivey’s Parking Spaces through the parking management company, at no additional charge to Tenant, and shall notify the parking management company of the rates to be established for individual parking spaces, said rates being subject to change from time to time, and the fee to be charged for any access cards.  All parking fees received each month by the parking management company for subleased Ivey’s Parking Spaces shall be credited towards the Ivey’s Parking Fee.  In the event any fees collected by the parking management company in a calendar month exceed the Ivey’s Parking Fee, Tenant shall receive a credit for such excess fees against the next monthly Ivey’s Parking Fee due, or in the event of expiration or earlier termination of this Lease, such excess fees shall be immediately paid to Tenant.  Any credit available on December 31 of each year, whether such credit is cumulative or from the month of December only, shall be paid to Tenant no later than January 31 of each year.  Landlord shall direct the parking management company to cooperate and work with Tenant in order to facilitate the above agreements and to provide Tenant a monthly invoice and detailed report, which shall include, but not be limited to, the amount of Ivey’s Parking Spaces subleased, the Tenant established rates, the amount of fees collected, the amount of any credit applied towards the Ivey’s Parking Fee and the balance of the Ivey’s Parking Fee due for such month.

31.4                           Parking Garage Space.  The remaining Parking Spaces that are not accounted for within the Ivey’s Parking Deck shall be located in the Parking Garage (“Parking Garage Spaces”).  The rates for the Parking Garage Spaces shall be $150.00 per month for a reserved space and $100.00 per month for an unreserved space.  Landlord agrees that the aforesaid rates shall not change without Tenant’s prior written approval.  Landlord may establish and require payment of a reasonable fee, not to exceed Landlord’s actual cost therefor for the issuance of replacement access cards.  Initial access cards shall be provided at Landlord’s cost.

31.5                           Alternate Parking.  If, during temporary periods of construction or repair after the Commencement Date, Landlord is unable to provide sufficient parking spaces in the Parking Garage and/or Ivey’s Parking Deck, Landlord shall locate suitable alternative parking facilities within a two (2) block radius of the Building, at Tenant’s cost, which shall not exceed the rates paid by Tenant under this Article at the time of such interruption.  Any obligation of Tenant to pay for the unavailable Parking Spaces in the Parking Garage and Ivey’s Parking Deck shall cease for so long as Tenant and its employees, invitees, assigns, and sublessees do not have the use of such Parking Spaces.

41

ARTICLE 32 - SECURITY SERVICES

32.1                           Landlord’s Obligation to Furnish Security Services.  Tenant may provide, or may cause Landlord to provide, twenty-four (24) hours per day, seven (7) days per week, every day of the Year, on-site Building security equipment, personnel, procedures and systems which are not less than security services provided at other first class buildings in the Charlotte, North Carolina market area and which are in full conformance with Tenant’s standards and requirements as the same may be altered from time to time.  Upon request, and subject to a reasonable waiting period based on applicable security personnel staffing, Landlord’s security guards shall, after Tenant’s normal business hours, accompany any employee or visitor of Tenant from the Building to the Parking Garage, Ivey’s Parking Deck and to any off-site parking located within one (1) block of the Building.

32.2                           Tenant’s Right to Install Security System.  Tenant may establish or install any automated and/or nonautomated security system or security personnel in, on or about the Premises and/or Building in lieu of or in addition to Landlord’s security equipment, including, without limitation, smoke detectors, electronic security devices and auxiliary emergency electric power supplies, in elevator lobbies or other locations within the Premises; and with the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed, may install such additional safety and security systems as Tenant may deem desirable in fire stairwells on floors containing portions of the Premises, or other appropriate locations in the Building not contained within the Premises.  Tenant shall have the right to utilize Building core shafts, columns and other appropriate spaces for the installation and maintenance of such security systems and the cables, conduits and other elements associated therewith, provided such installations (other than terminal devices) are concealed from view, and such installation and maintenance does not unreasonably interfere with Landlord’s or any other tenant’s use or occupancy of the Building.  Landlord agrees that it shall, at Tenant’s sole cost and expense, make reasonable efforts to accommodate Tenant’s security strategy, including any security strategy that may involve the Common Areas of the Building.  Landlord and Tenant acknowledge that Tenant currently has additional security systems in place on or about the Premises and the Building, including security portals/terminal devices located in the lobby of the Building at the entrance to the Low-Rise floors.  All existing security systems and security personnel are hereby deemed approved by Landlord and Tenant shall have the right to continue to maintain such existing security systems and security personnel.  All security systems installed by Tenant shall be Tenant’s Personal Property and Tenant shall have the right, but not the obligation, to remove Tenant’s security systems (including portals/terminal devices) upon the expiration or earlier termination of this Lease.  Tenant shall repair any material damage to the Premises and/or Building as a result of Tenant’s removal of Tenant’s security systems.

ARTICLE 33 - NOTICES

All notices, requests, consents, approvals, payments in connection with this Lease, or communications that either party desires or is required or permitted to give or make to the other party under this Lease shall only be deemed to have been given, made and delivered, when made or given in writing and personally served, or deposited in the United States mail, certified or registered mail, postage prepaid, or, sent by reputable overnight courier (e.g. Federal Express) and addressed to the parties as follows:  If to Tenant, at the address(es) as specified for Tenant in the definitions section of this Lease, or to such other place as Tenant may from time to time designate in a notice to Landlord given in the manner set forth in this Article 33; if to Landlord, at the address(es) specified for Landlord in the definitions section of this Lease or to such other places as Landlord may from time to time designate in a notice to Tenant given in the manner set forth in this Article 33.

42

ARTICLE 34 - SIGNAGE AND BUILDING IDENTITY

34.1                           Current/Existing Signage.   Tenant shall have the right to keep in place, repair, maintain and replace all signs of Tenant currently in place on or about the Premises and/or the Project.

34.2                           Exterior Signage.  So long as Tenant is in possession of at least five percent (5%) of the net rentable area of the Building, or shall operate a retail bank within the Building, Tenant shall have the right, but not the obligation, to install, repair and maintain Tenant’s standard signage on the exterior of the Building, so long as it complies with Applicable Laws. Landlord shall, using Landlord’s good faith and duly diligent efforts, cooperate with Tenant in obtaining the proper governmental approvals and permits for Tenant’s signage.  Landlord agrees not to allow any other office tenants of the Building exterior or monument signage and shall not grant signage rights to any other tenant or user of the Project that would materially interfere with the visibility of Tenant’s sign.

34.3                           Building Directory.  Landlord and Tenant acknowledge that Landlord currently provides and maintains a Building directory in the lobby of the Building for all tenants of the Building.  Landlord shall continue to provide and maintain such directory and the space allocated to Tenant shall remain at least equal to Tenant’s existing allocation upon the Commencement Date of this Lease.  In the event Landlord erects any additional directories (including any monitor directories) as a part of the Project, which are made available to tenants of the Building, then Tenant shall be entitled to the same rights provided to other tenants of the Building.  Building directories shall be provided at Landlord’s cost and there shall be no charge to Tenant.

34.4                           Name Change.  If Tenant changes its name at any time, Tenant shall have the right to make such changes to its signage as necessary to reflect the changed name, and may modify or change existing signs to do so.

ARTICLE 35 – FIBER OPTICS CONDUIT

Pursuant to a letter agreement between Cousins Properties Incorporated and Tenant’s predecessor in interest, NationsBank, N.A., dated July 24, 1997, Tenant has previously installed a cable tray/conduit system in the Building running along the ceiling of the Parking Garage to the Ivey’s Parking Deck, which carries copper and fiber optic cables providing voice and data connectivity from Tenant’s system housed in the Premises to Tenant’s space in the IJL Financial Center (“Fiber Optics System”).  Landlord agrees that Tenant shall have the right to keep the Fiber Optics System in place.  Tenant shall also have the right to maintain, repair and replace the Fiber Optics System as necessary.  Landlord agrees that the Fiber Optics System is Tenant’s Personal Property and Tenant shall have the right to remove the Fiber Optics System upon the expiration or earlier termination of this Lease provided Tenant repairs any material damage caused thereby.  Tenant agrees to hold Landlord harmless against any and all liability, loss or damage or expense arising from the installation, use or maintenance of the Fiber Optics System, unless such loss or damage or expense is due to Landlord’s negligence.

ARTICLE 36 - ROOF RIGHTS

36.1                           Right to Install Communications Equipment.  During the Term of this Lease (as it may be extended), Tenant shall have the right at no additional cost, to use Tenant’s Pro-rata Share of the roof to install and maintain, on the roof of the Building and/or the Ivey’s Parking Deck, satellite dishes, television or communications antennas or facilities, related receiving or transmitting equipment, related cable connections and any and all other related equipment (collectively, “Communications Equipment”) required in connection with Tenant’s communications and data transmission network.  Landlord agrees that Tenant shall have the right to continue to operate and maintain any existing Communications Equipment of Tenant currently in place on or about the Project and that such Communications Equipment shall be deemed consented to by Landlord.  Tenant shall have the right to add additional Communications

43

Equipment, not to exceed Tenant’s Pro-rata Share of the roof, in locations mutually acceptable to both Landlord and Tenant.  Tenant may also use the Building’s risers, conduits and towers, subject to reasonable space limitations and Landlord’s requirements for use of such areas, for purposes of installing cabling from the Communications Equipment to the Premises in the interior of the Building. Tenant may license, assign or sublet without Landlord’s consent the right to use any of such Communications Equipment or roof space, whether or not in conjunction with any sublease or assignment regarding the Premises.

36.2                           Right of Use.  Landlord shall have the right to use the remainder of the roof for any purpose including permitting other tenants in the Building to lease space on the roof provided that (i) Tenant continues to have reasonable access to the Communications Equipment, and (ii) any other equipment installed on the roof pursuant to leases or other agreements entered into after the Commencement Date of this Lease will not block the ability of the Communications Equipment to receive signals.  Tenant further agrees to install, maintain and use any additional Communications Equipment after the Commencement Date of this Lease in a manner which will not interfere with other antennas or other rooftop telecommunications equipment present on the roof after the Commencement Date or otherwise operated pursuant to leases or agreements entered into prior to the Commencement Date hereof.

36.3                           Rooftop HVAC.  Landlord agrees that Tenant shall have the right to continue to operate and maintain any existing HVAC equipment and all related equipment of Tenant currently in place on the roof of the Building in order to accommodate Tenant’s excess HVAC requirements (collectively, “HVAC Unit”).

36.4                           Installation, Maintenance, Operation and Removal of Communications Equipment and HVAC Unit.  Tenant shall install and maintain the Communications Equipment and HVAC Unit at its expense.  Tenant shall have access to the Communications Equipment and HVAC Unit at all times, subject to any reasonable restrictions of Landlord.  Any installation and maintenance of Communications Equipment and HVAC Unit shall be completed in a workmanlike manner and in accordance with all Applicable Laws.  Tenant shall be permitted to alter its Communications Equipment and HVAC Unit in connection with technological upgrades from time to time.  Tenant shall pay for any and all costs and expenses in connection with the installation, maintenance, use and removal of the Communications Equipment and the HVAC Unit, including without limitation any and all costs related to ensuring that Landlord’s roof warranties for the Building are not terminated, negated in any way by any of such installations or by Tenant’s applicable repair and maintenance of such facilities, but in no event shall Tenant be obligated to pay Landlord any rental or license fees for any area(s) on which the Communications Equipment and the HVAC Unit shall be located.  Furthermore, Tenant shall, at its sole and absolute discretion when it deems it as necessary or appropriate to do so, repair and maintain the Communications Equipment and the HVAC Unit.  No portion of the roof space shall be included in or designated as rentable area.

ARTICLE 37 - SECURITY DEPOSIT

Tenant in recognition of its financial standing and reputation, shall not be obligated to provide a security deposit.

ARTICLE 38 - MISCELLANEOUS

38.1                           Authorization to Sign Lease.  If Tenant or Landlord is a corporation, each individual executing this Lease on behalf of such party represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of such party.  If such party is a partnership or trust, each

44

individual executing this Lease on behalf of such party represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of such party in accordance with the terms of such entity’s partnership agreement or trust agreement, respectively.

38.2                           Entire Agreement.  It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease.  This Lease, and the exhibits and schedules attached hereto, contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Premises and shall be considered to be the only agreements between the parties hereto and their representatives and agents.  None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.  All negotiations and oral agreements acceptable to both parties have been merged into and are included herein.  There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Lease.

38.3                           Severability.  The illegality, invalidity or unenforceability of any term, condition, or provision of this Lease shall in no way impair or invalidate any other term, provision or condition of this Lease, and all such other terms, provisions and conditions shall remain in full force and effect.

38.4                           Gender and Headings.  The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular and, when appropriate, shall refer to action taken by or on behalf of Landlord or Tenant by their respective employees, agents, or authorized representatives.  Words in masculine gender include the feminine and neuter. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several.  The section and article headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.  Subject to the provisions of Articles 12 and 26, and except as otherwise provided to the contrary in this Lease, the terms, conditions and agreements of this Lease shall apply to and bind the heirs, successors, legal representatives and permitted assigns of the parties hereto.  This Lease shall be governed by and construed pursuant to the laws of the State of North Carolina.

38.5                           Exhibits.  Exhibits “A,” “B,” “C,” “D,” “E,” “F,” “G,” “H,” “I,” “J,” “K,” “L,” and “M” attached to this Lease, are hereby incorporated by this reference and made a part of this Lease.

38.6                           UPS Generator.  Landlord agrees that Tenant shall have the right to continue to operate and maintain Tenant’s UPS generator (including any related equipment) currently located in the Building and shall have free access thereto at all times.

38.7                           Quiet Enjoyment.  Landlord covenants and agrees that Tenant, upon making all of Tenant’s payments as and when due under this Lease, and upon performing, observing and keeping the covenants, agreements and conditions of this Lease on its part to be kept, shall peaceably and quietly hold, occupy and enjoy the Premises during the Term of this Lease without hindrance or molestation from Landlord subject to the terms and provisions of this Lease.

38.8                           No Recordation.  Landlord and Tenant agree that in no event and under no circumstances shall this Lease be recorded by Tenant, but at Tenant’s election, the Memorandum of Lease attached hereto as Exhibit M may be recorded, and Tenant shall also have the right to grant to its subtenants or assignees the right to record a Memorandum referencing such sublease or assignment.

45

38.9                           Cumulative Remedies.  No remedy or election provided, allowed or given by any provision of this Lease shall be deemed exclusive unless so indicated, but shall, whenever possible, be cumulative with all other remedies in law or equity.

38.10                     Brokers.  Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of this Lease due to any action of the indemnifying party. Landlord hereby agrees to pay any commissions owed to Broker in accordance with a separate written agreement between Landlord and Broker; provided, however, that Broker’s right to such commissions shall vest only upon full execution of this Lease by both parties.  No commission shall be due if, for any reason, this Lease transaction contemplated hereunder is not consummated.

38.11                     Hazardous Materials.  Tenant and Landlord shall each comply with all Applicable Laws relating to industrial hygiene and environmental conditions on, under or about the Building including, but not limited to, soil and ground water conditions.  Without limiting the generality of the foregoing, Tenant and Landlord shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any “Hazardous Material” (as defined and interpreted in the Applicable Laws in effect as of the date of this Lease) upon or about the Building, nor permit their respective employees, agents, invitees or contractors to engage in such activities upon or about the Building.  However, the foregoing provisions shall not prohibit the transportation to and from, and the use, storage, maintenance and handling within, the Premises by Tenant of substances customarily used in connection with normal office use provided:  (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for the permitted use of the Premises and strictly in accordance with Applicable Laws and the manufacturer’s instructions therefore, (b) such substances shall not be disposed of, released or discharged on the Building, and shall be transported to and from the Premises in compliance with all Applicable Laws, and as Landlord shall reasonably require, (c) if any Applicable Law or Landlord’s trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises, and (d)any remaining such substances shall be completely, properly and lawfully removed from the Building upon expiration or earlier termination of this Lease.

38.12                     Concierge.  Landlord agrees to maintain concierge services for the benefit of all tenants in the Building, comparable to concierge services provided in other first class building in Uptown Charlotte.   Landlord’s cost for such services shall be included in operating expenses for the Building and Tenant shall pay Tenant’s Pro-rata Share thereof as part of High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses, as applicable.

38.13                     Consent/Duty to Act Reasonably.  Except for any references to the terms “sole” or “absolute”, any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed.  Whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations (other than decisions to exercise expansion, contraction, cancellation, termination or renewal options), Landlord and Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the reasonable expectations of a sophisticated tenant or landlord concerning the benefits to be enjoyed under this Lease.

38.14                     Tenant’s Right to Purchase the Building.  During the initial Term of this Lease, Tenant shall have a right to purchase the Building in accordance with the terms and conditions set forth in Exhibit K attached hereto and incorporated herein.  During any exercised Renewal Term, Tenant shall have a

46

right of first refusal to purchase the Building in accordance with the terms and conditions set forth in Exhibit K attached hereto and incorporated herein.

38.15                     Survivability.  The parties agree that the appropriate provisions of this Lease will be deemed to survive and continue to remain in effect to the extent necessary to allow Landlord and/or Tenant to enforce rights accruing prior to, and attributable to the period of time, prior to the expiration or termination of this Lease.

38.16                     Reserved.

38.17                     Covenants and Agreements.  The failure of Landlord or Tenant to insist in any instance on the strict keeping, observance or performance of any covenant or agreement contained in this Lease, or the exercise of any election contained in this Lease, shall not be construed as a waiver or relinquishment for the future of such covenant or agreement, but the same shall continue and remain in full force and effect.

38.18                     Interest on Past Due Obligations.  Except with respect to the late payment of Rent (which shall be governed by the provisions of Section 3.6), whenever one party is obligated pursuant to this Lease to make a payment to the other party, if such payment is not paid when due, then the party who does not make such payment when due shall pay interest at the Contract Rate to the party on the unpaid amount from the date such amount was due until the date such amount is paid.

38.19                     When Payment Is Due.  Whenever in this Lease a payment is required to be made by one party to the other, but a specific date for payment is not set forth or a specific number of days within which payment is to be made is not set forth, or the words “immediately,” “promptly” and/or “on demand,” or the equivalent, are used to specify when such payment is due, then such payment shall be due thirty (30) days after the party which is entitled to such payment sends written notice to the other party demanding payment.

38.20                     Reserved.

38.21                     Time is of the Essence.  The time for the performance of all of the covenants, conditions and agreements of this Lease is of the essence of this Lease.

IN WITNESS WHEREOF, the parties have executed this Lease as of the last date set forth below, acknowledged that each party has carefully read each and every provision of this Lease, that each party has freely entered into this Lease of its own free will and volition, and that the terms, conditions and provisions of this Lease are commercially reasonable as of the date of execution.

TENANT:

BANK OF AMERICA, NATIONAL ASSOCIATION,

a national banking association

47

48