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OFFICE LEASE

BETWEEN

VISA U.S.A. INC.

AND

**

OFFICE LEASE

TABLE OF CONTENTS

ADDENDUM TO OFFICE LEASE

        The confidential portion has been filed separately with the SEC.

OFFICE LEASE

THIS DEED OF LEASE (this “Lease”), made in triplicate, this 18th day of April, 1991, by and between ^**, A VIRGINIA LIMITED PARTNERSHIP, Landlord, and VISA U.S.A. INC., a Delaware Corporation, Tenant.

WITNESSETH: For and in consideration of the covenants and agreements contained in this Lease Landlord demises unto Tenant and Tenant leases from Landlord all of that office space outlined in red on the plan titled “Sixth (6), Fifth (5th), Second (2nd) and First (1st) Floors, ^** , attached hereto and made a part hereof by reference and marked Exhibit A, which said area comprises approximately 44,800 rentable square feet, calculated according to the ** Standard Method of Measurement (January 1, 1989), together with the right to the non-exclusive use, in common with others, of such footways, hallways and other facilities designed for common use as may be installed by Landlord (the “Common Areas”), all subject to the terms and conditions of this Lease (the “Demised Premises”).

I. Mutual Covenants

It is mutually agreed as follows:

I.1. Demise and Rental. Tenant shall use and occupy the Demised Premises for office space including the operation of a data processing facility for the term (the “Term”) of 9 years, 5-1/2 months (or until the Term shall cease and expire as hereinafter provided) commencing on the 15th day of May, 1992 (the “Commencement Date”), and ending on the day on which the Deed of Lease of even date herewith between Landlord and Tenant (the “Data Center Lease”) for a data center (the “Data Center”) to be constructed adjacent to the building of which the Demised Premises are a part (the “Building”) terminates pursuant to Section 2 thereof, both dates inclusive, the said Tenant yielding and paying as base rent (“Rent”) therefor the sum of Forty-Four Thousand Eight Hundred and NO/100 Dollars ($44,800.000) per month, subject to escalation as provided herein, without deduction, non-judicial set-off or demand, payable in advance, on the first day of each and every month, beginning with the month after the month in which Substantial Completion of the Tenant Improvements (as defined in Section 2 of the Addendum) occurs and continuing throughout the Term, at the office of the Landlord or at such other place as the Landlord may designate in writing. Rent .checks are to be made payable to ^** or such other person, firm or corporation as the Landlord may designate in writing.

I.2. Damage by Tenant. All injury to the Demised Premises or the Building, caused by moving the property of Tenant into, or out of, the Building and all breakage done by Tenant or the agents, employees, licensees and invitees of Tenant shall be repaired by the Tenant, at the expense of the Tenant. Subject to the provisions of Section 10 of the Addendum, in the event that the Tenant shall fail to do so, then the Landlord shall have the right to make repairs, alterations and replacements necessary to repair or restore such injury or breakage (structural, non-structural or otherwise) and any charge or cost so incurred by the Landlord shall be paid by the Tenant with the right on the part of the Landlord to elect in its discretion, to regard the same as additional rent, in which event such cost or charge shall become additional rent payable with the installment of Rent next becoming due or thereafter falling due under the terms of this Lease.

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This provision shall be construed as an additional remedy granted to the Landlord and not in limitation of any other rights and remedies which the Landlord has or may have in said circumstances.

I.3. Landlord’s Liability. Except to the extent resulting from Landlord’s negligence or willful misconduct, the Landlord shall not be liable for any accident or damage resulting through the use or operation of elevators, or heating, cooling, electrical or plumbing apparatus. All personal property of the Tenant in the Demised Premises or in the Building, shall be at the sole risk of the Tenant except to the extent resulting from Landlord’s negligence or willful misconduct. The Tenant covenants to save the Landlord harmless and indemnified from any loss, cost, expense or liability incurred or claimed by reason of Tenant’s neglect or use of the Demised Premises. Landlord shall in no event be liable for damages to property resulting from water, steam or other causes except to the extent resulting from Landlord’s negligence or willful misconduct. Except to the extent resulting from Landlord’s negligence or willful misconduct, Landlord assumes no liability or responsibility whatever with respect to the conduct and operation of the business to be conducted in the Demised Premises nor for any loss or damage of whatsoever kind or by whomsoever caused to personal property, documents, records, monies or goods of the Tenant or to anyone in or about the Demised Premises by consent of the Tenant, however caused. Notwithstanding anything contained in this Lease or under applicable law to the contrary, the partners of Landlord who are natural persons, including without limitation its general partners, shall have no personal liability under this Lease collectively or individually, it being agreed that Tenant’s sole recourse shall be against the assets of the Landlord as an entity.

I.4. Indemnity

I.4.a. Tenant’s Indemnity. Tenant shall indemnify and hold Landlord harmless from and against all demands, loss, liability, claims, expenses, causes of action, fines, penalties and damages arising from the Tenant’s use of the Demised Premises or its breach of any provision of this Lease, and from the conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about the Demised Premises which arise during the Term of the Lease, and shall further indemnify and hold harmless Landlord from and against any and all claims arising from the negligence or willful misconduct of Tenant or any of Tenant’s agents, contractors, employees, licensees or invitees and from and against all costs, attorney’s fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, and in case any action or proceeding be brought against Landlord by reason of any such claim, Landlord shall provide Tenant with prompt written notice of such action or proceeding, and Tenant shall have the right to defend the same at Tenant’s expense. Tenant shall be entitled to timely notice and reasonable cooperation from Landlord, as well as to control of the defense and settlement of all such claims. Tenant shall not indemnify and hold Landlord harmless from and against any demands, loss, liability, claims, expenses, causes of action, fines, penalties and damages arising from the negligent or wrongful acts of Landlord, its employees, contractors, agents or representatives.

I.4.b. Landlord’s Indemnity. Landlord shall indemnify and hold Tenant harmless from and against any and all demands, loss, liability, claims, expenses, causes of action, fines, penalties and damages arising from Landlord’s actions or inactions or any activity, work or things done, permitted or suffered by Landlord in or about the Premises pursuant to Landlord’s

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obligations under this Lease, or Landlord’s breach of any provision of this Lease, and shall further indemnify and hold harmless Tenant from and against any and all claims arising from the negligence or willful misconduct of Landlord or any of Landlord’s agents, contractors, employees, licensees or invitees and from and against all costs, attorney’s fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon timely written notice from Tenant, shall defend the same at Landlord’s expense. Landlord shall be entitled to timely notice and reasonable cooperation from Tenant, as well as to control of the defense and settlement of all such claims. Landlord shall not indemnify and hold Tenant harmless from and against any demands, loss, liability, claims, expenses, causes of action, fines, penalties and damages arising from the negligent or wrongful acts of Tenant, its employees, contractors, agents or representatives.

I.5. Bankruptcy of Tenant. If the Tenant shall make an assignment of its assets for the benefit of creditors, or if the Tenant shall file a voluntary petition in bankruptcy, or if an involuntary petition in bankruptcy or for receivership be instituted against the Tenant and the same be not dismissed within sixty (60) days of the filing thereof, or if the Tenant be adjudged bankrupt, then and in any of said events this Lease shall immediately cease and terminate at the option of the Landlord with the same force and effect as though the date of occurrence of said event was the day herein fixed for expiration of the Term of this Lease.

I.6. Tenant Default. Subject to Section 10 of the Addendum, if the Tenant shall fail to pay the Rent or any installments thereof as aforesaid at the time the same shall become due and payable and any additional rent as herein provided although no demand shall have been made for the same; or if the Tenant shall violate or fail or neglect to keep and perform any of the covenants, conditions and agreements contained in this Lease or the Data Center Lease on the part of the Tenant to be kept and performed or if the Demised Premises shall become deserted, then, at the option of the Landlord, the Tenant’s right of possession shall thereupon cease and determine, and the Landlord shall be entitled to the possession of the Demised Premises and to reenter the same without demand of rent or demand of possession of the Demised Premises and may forthwith proceed to recover possession of the Demised Premises by process of law, including by self-help in accordance with law, any notice to quit, or of intention to reenter the same being hereby expressly waived by the Tenant. And, in the event of such reentry by process of law or otherwise, the Tenant nevertheless agrees to remain answerable for any and all damage, deficiency, or loss of rent which the Landlord may sustain by such reentry, and in such case, the Landlord reserves full power, which is hereby acceded to by the Tenant, to relet the Demised Premises for the benefit of the Tenant, in liquidation and discharge, in whole or in part, as the case may be, of the liability of the Tenant under the terms and provisions of this Lease. Landlord shall not unreasonably refuse to consent to an assignment or sublease proposed by Tenant in mitigation of Tenant’s liability, provided the conditions of Section 12 of the Addendum are met. And it is further provided, that if, under the provisions hereof applicable summary process shall be served, and a compromise or settlement thereof shall be made, it shall not be constituted as a waiver of any breach of any covenant, condition or agreement herein contained and that no waiver of any breach of any covenant, condition or agreement herein contained shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. No provision of this Lease shall be deemed to have been waived by either party unless such waiver shall be in writing signed by such party. No payment by Tenant,

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or receipt by Landlord of a lesser amount than the monthly installments of Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or payment as Rent be deemed an accord and satisfaction, and the Landlord may accept such check or payment without prejudice to the Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided.

I.7. Landlord Default

I.7.a. Landlord’s failure materially to observe or perform any of the material covenants, conditions or provisions of, or Landlord’s material breach of any material representation or warranty set forth in, this Lease or the Data Center Lease to be observed or performed by Landlord (whether monetary or otherwise and including, without limitation, Landlord’s obligation to provide parking in accordance with this Lease), where such failure shall continue for a period of thirty (30) days after written notice thereof from Tenant, to Landlord and any first mortgage lender or mortgagee (a “First Mortgage Lender”) of Landlord if Landlord has notified Tenant of the name and address of such First Mortgage Lender, shall constitute a default of this Lease by Landlord (“Landlord Default”); provided, however, that if such failure is not reasonably capable of being cured within such thirty (30) day period and if Landlord or First Mortgage Lender promptly commences and diligently pursues the cure of such failure, then such period shall be extended as necessary to permit Landlord to cure such failure.

I.7.b. In the event of any Landlord Default, without limiting Tenant in the exercise of any right or remedy that Tenant may have by reason of such landlord Default:

(i) Tenant may terminate this Lease and, at its option, the Data Center Lease.

(ii) If Tenant does not terminate this Lease, after providing written notice to Landlord, Tenant may do any act in the doing of which Landlord has defaulted, except that Tenant shall not make payment of any financial obligation of the Landlord to any third party which may affect property interests of the Landlord in addition to the Demised Premises, such as for mortgages, taxes or insurance, or repairs to the foundation or structure of the Building, base building systems or common areas, and the doing of such act by Tenant shall not relieve Landlord of any other of its obligations under this Lease or the Data Center Lease.

(iii) Whether or not Tenant takes any action pursuant to Section I.7.b(i) or I.7.b(ii), Tenant may pursue any right or remedy now or hereafter available to Tenant under the laws or judicial decisions of the Commonwealth of Virginia. Landlord shall be liable for all expenses reasonably incurred by Tenant with respect to any Landlord Default including, but not limited to, the reasonable costs of taking any action pursuant to Section I.7.b(ii), and shall pay such amounts to Tenant within thirty (30) days after Landlord’s receipt of written demand therefor from Tenant, including appropriate supporting documentation.

I.8. Subordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon all or any part of the Demised Premises; any and all advances made on the security thereof; all renewals, modifications, consolidations, replacements and extensions thereof when with respect

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to which Landlord provides to Tenant a non-disturbance agreement reasonably acceptable to Tenant from any holder of such an interest in the Demised Premises. Subject to the provisions of this Section I.8, Tenant agrees to execute any documents required to effectuate an attornment, a subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. In the event that Tenant fails to execute such documents within thirty (30) days after Landlord makes written demand therefor, Tenant does hereby make and appoint Landlord as Tenant’s attorney-in-fact, for the sole purpose or executing said documents in Tenant’s place and stead, which such appointment shall be deemed coupled with an interest and irrevocable.

I.9. Condemnation

I.9.a. If the Demised Premises or any portion thereof are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called “Condemnation”), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first (hereafter referred to as the “Condemnation Date”). If more than fifty percent (50%) of the rentable floor area of the Demised Premises is taken by Condemnation and not restored by Landlord; or if, as a result of the Condemnation, Tenant is unable to make any use of the Demised Premises for the operation of its business as set forth in Section II.4(a) below and not restored by Landlord, either Landlord or Tenant may, at its option, to be exercised in writing within fifteen (15) days after the condemning authority shall have taken possession, terminate this Lease as of the Condemnation Date. If neither Landlord nor Tenant terminates this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the remaining portion of the Demised Premises, except that the Rent shall be reduced in the proportion that the rentable floor area of the Demised Premises taken bears to the total rentable floor area of the Demised Premises before the Condemnation.

I.9.b. If any portion of Tenant’s Parking (as defined in Section 16 of the Addendum) is taken, Landlord shall provide for Tenant’s use the same number of spaces after such Condemnation as were provided pursuant to Section 16 of the Addendum before such Condemnation subject to equitable adjustment to reflect staff size reduction effected by Tenant, in Tenant’s sole discretion. Such spaces shall be located reasonably adjacent to the Demised Premises and no less favorably than for any other tenant of the ^**.

I.9.c. In the event that this Lease is not terminated by reason of a Condemnation, Landlord shall repair any damage to or loss of the Demised Premises or Parking Area (as defined in Section 16 of the Addendum) and, if necessary, Landlord shall perform such construction as may be necessary to render the remaining Demised Premises a sound architectural unit substantially suitable for the purposes authorized Tenant in Section II.4(a) below, all according to the provisions for rebuilding stated in Section 11(b) of the Addendum, utilizing any available Condemnation proceeds resulting from such Condemnation, subject to any conditions on such use set by Landlord’s construction lender or First Mortgage Lender. The parties shall use all reasonable efforts to cooperate to avoid unnecessary disruption of Tenant’s operation of its business.

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I.9.d. In the event of a Condemnation, Tenant shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such Condemnation; and all right of the Tenant to damages therefor, if any, are hereby assigned by the Tenant to the Landlord. Except for the obligations of Landlord stated in this Section I.9, Tenant shall have no claim against Landlord for damages suffered by Tenant as a result of such Condemnation.

I.10. Nonpayment by Tenant. If the Landlord shall incur any charge or expense on behalf of the Tenant under the terms of this Lease such charge or expense shall be considered additional rent hereunder, in addition to and not in limitation of any other rights and remedies which the Landlord may have in case of the failure by the Tenant to pay such sums when due, and subject to the provisions of Section 10 of the Addendum, such nonpayment shall entitle the Landlord to the remedies available to it hereunder for nonpayment of Rent.

I.11. Construction. Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular number, in any place or places herein in which the context may require such substitution or substitutions. The Landlord herein for convenience has been referred to in neuter form.

I.12. Integration; Dual Termination

I.12.a. Integration. This Lease and the Data Center Lease contain the entire understanding between the parties as to the subject matter hereof and supersede any prior understanding and agreements between them respecting said subject matter. Except for this Lease and the Data Center Lease, there are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto. This Lease can be modified only by a writing signed by both of the parties hereto or their duly authorized agents. Tenant acknowledges that except as otherwise specifically stated in this Lease Tenant assumes all responsibility regarding the Occupational Safety and Health Act; the legal use and adaptability of the Demised Premises; and the compliance of the Demised Premises with all applicable laws and regulations in effect during the term of this Lease.

I.12.b. Dual Termination. Any right of Tenant to terminate or cancel this Lease shall be deemed to include the right to terminate or cancel the Data Center Lease on sixty (60) days’ notice, and any right of Tenant to terminate or cancel the Data Center Lease shall be deemed to include the right to terminate or cancel this Lease on sixty (60) days’ notice. Tenant may terminate or cancel either this Lease or the Data Center Lease, pursuant to its terms, without terminating or cancelling the other. If Landlord terminates this Lease pursuant to Section I.9.a or to Section 11(a) of the Addendum hereto, then Tenant shall have the right to terminate the Data Center Lease on sixty (60) days’ notice; and if Landlord terminates the Data Center Lease pursuant to Sections 8.1 or 13.1 thereof, then Tenant shall have the right to terminate this Lease on sixty (60) days’ notice.

I.13. Governing Law. The laws of the Commonwealth of Virginia, without giving effect to the conflict of laws provisions thereof, shall govern the validity, interpretation, performance and enforcement of this Lease.

I.14. Successors and Assigns. This Lease and the covenants and conditions herein contained shall inure to the benefit of and be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its successors, assigns, heirs, executors, administrators and

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legal representatives, and shall inure to the benefit of Tenant and only such assigns of Tenant as have received Landlord’s written approval prior to assignment.

II. Tenant’s Covenants

Tenant covenants and agrees as follows:

II.1. Compliance with Law. Tenant shall comply with any and all requirements of any of the constituted public authorities, and with the terms of any State or Federal statute or local ordinance or regulation applicable to Tenant or its use of the Demised Premises, and save Landlord harmless from penalties, fines, costs, expenses or damages resulting from failure to do so.

II.2. Notice of Damage. Tenant shall give to Landlord prompt written notice of any accident, fire or damage occurring on or to the Demised Premises and the Common Areas (as defined above) of which Tenant has actual knowledge.

II.3. Acceptance of Premises. Tenant hereby takes and holds said Demised Premises at the Rent hereinabove specifically reserved and payable as aforesaid, and subject to the terms and conditions herein contained.

II.4. Use

II.4.a. Use. Tenant may use and occupy the Building solely for office purposes, including an employee cafeteria, the operation of a computer data center or data processing facility, and for such other lawful purposes as may from time to time be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, but in no event shall Tenant use the Premises in any manner prohibited by law (including, without limitation, zoning ordinances), this Lease or building and use restrictions, covenants or conditions now or hereafter of record during the Term. During the Term, subject to Section 17 of the Addendum, Tenant may install externally mounted equipment on or at the Building, including on the roof thereof, such as satellite dishes, communications antennae and security devices including lighting with Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed, and Landlord shall assist Tenant in obtaining necessary governmental licenses or approvals.

II.4.b. Zoning Representation. Landlord represents and warrants that, pursuant to the ^** zoning ordinance and the current district boundaries in effect on the date hereof (the “Zoning Ordinance”), the Building lies within the ^**. Landlord has filed a rezoning application with ^** seeking a rezoning of the Building site from ^**. Landlord represents and warrants that uses described in Section II.4.a, above, are, as of the date hereof, permitted uses in both the ^** zones under the Zoning Ordinance. Landlord further represents and warrants that on the date hereof it has received no formal notice of pending amendments to the Zoning Ordinance that would change the permitted uses on the Building site, and covenants that if at any time during the Term it receives such notice it will promptly send a copy to Tenant. Landlord covenants that it has not taken and will not take any actions that would cause Tenant’s uses permitted hereunder to become nonconforming uses or not permitted uses during the Term or any extension of the Term.

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II.4.c. Assumptions and Qualifications. The foregoing representations and warranties are subject to the following assumptions and qualifications:

(i) Virginia Code Sections 15.1-486, et seq. (the “Enabling Legislation”) authorizes the local governing body, in this instance the Board of Supervisors of ^**, to classify the territory under its jurisdiction into zoning districts to regulate land use and development. The Zoning Ordinance recites that it was adopted by ordinance pursuant to the Enabling Legislation. Landlord has assumed, based solely upon such recitation, that the Zoning Ordinance was duly authorized and adopted.

(ii) The site, the Building and the use thereof are subject to all of the other provisions of the Zoning Ordinance, as amended, including without limitation, site plan and public facility requirements, and any occupancy of the Building is subject to the issuance of a nonresidential use permit. Also, the use of the Building is subject to any and all other applicable laws, rules, regulations, orders and ordinances of the United States, Commonwealth of Virginia ^** .

(iii) If any of the representations or warranties set forth in this Section II.4 is untrue, or if the Zoning Ordinance or any other law, statute or ordinance affecting the permitted uses of the site is changed as a result of any actions by Landlord or any party affiliated with Landlord at any time during the Term or any extension thereof, so that the Building cannot be used as stated in this Section II.4a, then Tenant shall have the right to terminate this Lease and, at Tenant’s option, the Data Center Lease upon thirty (30) days’ prior written notice to Landlord, and Tenant shall have no further liability to Landlord thereunder, except under those provisions which would normally survive termination; provided, however, that Tenant shall have no right to terminate this Lease during the pendency of any action to secure a rezoning of the Building site that would make office uses permitted uses on the site provided that Tenant is permitted to carry on its business after such action and during the pendency of such action in the same manner as immediately before such change. Landlord shall undertake diligent efforts to prosecute such rezoning action at Landlord’s expense promptly after it learns of such change.

II.5. Maintenance. Tenant shall keep the Demised Premises and the fixtures herein in good order and condition and will, at the expiration or other termination of the Term surrender and deliver up the same in like good order and condition as the same shall be at the Commencement Date or at the date of completion of the Tenant Improvements (as defined in Section 2 of the Addendum), whichever is later, ordinary wear and tear, and damage by the elements, fire, and other casualty not due to the negligence of the Tenant, excepted, in accordance with Section 13(f) of the Addendum.

II.6. Tenant’s Conduct. Tenant shall not do nor permit anything to be done in the Demised Premises or the Building or bring or keep anything therein which shall in any way increase the rate of fire or other insurance in the Building, or on the property kept therein, or obstruct, or interfere with the rights of other tenants, or in any way, injure or annoy them, or those having business with them, or conflict with them, or conflict with the fire laws or regulations or with any insurance policy upon the Building or any part thereof, or with any statutes, rules or regulations enacted or established by the County, State or Federal Governments.

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II.7. Signage; Moving. Tenant further agrees that no sign, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Demised Premises or Building, except on the directories and doors of offices, and then only in such size, color and style as the Landlord shall approve; provided, however, that during the Term Landlord shall install or modify as Landlord deems necessary, at its expense, the suite entry and Building directory signage; that the Landlord may have the right to prohibit any advertisement of any Tenant which in the Landlord’s opinion tends to impair the reputation of the Building or its desirability as a building for offices or for financial, insurance or other institutions and businesses of like nature, and upon written notice from the landlord, Tenant shall refrain from and discontinue such advertisement; that the Landlord shall have the right to prescribe the weight, and method of installation and position of safes or other heavy fixtures or equipment; that all damage done to the Building by taking in or removing a safe or any other article of Tenant’s office equipment, or due to its being in the Demised Premises, shall be repaired at the expense of the Tenant. Tenant agrees promptly to remove from the public area adjacent to said building any of Tenant’s merchandise there delivered or deposited. No freight, furniture or other bulky matter of any description will be received into the building or carried in the elevators except as approved by the landlord. All moving of furniture, material and equipment shall be under the direct control and supervision of the Landlord, who shall, however not be responsible for charges for moving or for damages to the same except as are caused by Landlord’s negligence or willful misconduct.

II.8. Tenant’s Equipment. Tenant shall not install or operate in the Demised Premises any electrically operated equipment or other machinery, other than electric typewriters, personal computers, word processing equipment, data processing equipment, adding machines, vending machines operated by Tenant, kitchen equipment or similar equipment or other equipment typically utilized in an office environment and computer facility, without first obtaining the prior consent in writing of the Landlord, who may condition such consent upon the payment by the Tenant of additional rent in compensation for such excess consumption of water or electricity or wiring as may be occasioned by the operation of said equipment or machinery (which shall mean in excess of seven (7) watts per square foot with respect to electrical consumption). Tenant shall be responsible for any costs associated with any changes, replacements or additions to the water system, plumbing system, heating system, air conditioning system or the electrical system of the Demised Premises necessitated by Tenants Equipment and any such changes, replacements or additions shall be subject to the provisions regarding structural alterations of Section 13 of the Addendum.

II.9. Landlord’s Access to Demised Premises. Tenant shall allow the Landlord, its agents or employees to enter the Demised Premises at all times upon reasonable prior informal notice to Tenant (except in the case of an emergency) to examine, inspect or to protect the same or prevent damage or injury to the same, or to make such repair or replacements as Landlord deems necessary, or to exhibit the same to prospective tenants during the last three (3) months of the Term of the Lease.

II.10. Unlawful Use. The Tenant will not use or permit the Demised Premises or any part thereof to be used for any disorderly, unlawful or extra hazardous purpose nor for any other purpose than hereinbefore specified; and will not manufacture any commodity therein without the prior written consent of the Landlord.

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II.11. Rules and Regulations. Tenant and Tenant’s agents, servants, invitees, employees and guests shall faithfully keep, observe and perform the following rules and regulations, and such other and further rules and regulations as the Landlord may make and which in the Landlord’s reasonable judgment are needful for the general well being, safety, care and cleanliness of the Demised Premises and the Building together with their appurtenances, unless waived in writing by the Landlord.

(a) The Common Areas shall not be obstructed or used for any other purpose than ingress or egress.

(b) The Tenant shall not install or permit the installation of any awnings, shades and the like other than those approved by the Landlord in writing.

(c) No additional locks shall be placed upon any doors of the Demised Premises unless copies of the keys or access cards thereto are provided to Landlord, and the doors leading to the common corridors or main halls shall be kept closed during business hours except as they may be used for ingress or egress; provided, however, that Tenant may designate certain areas of the Demised Premises as secured areas for which Landlord shall not have copies of keys or access cards. With respect to such secured areas, Tenant shall designate an individual or individuals, or provide a security guard, 24 hours a day, seven (7) days a week, who shall be available to admit Landlord, or its designee, to such secured areas at all times, and in such manner, as Landlord is entitled to access to the other portions of the Demised Premises. In the event of an emergency, if Tenant’s designee, or other representative of Tenant, is not available to admit Landlord to such secured areas, Landlord shall be entitled to forcibly enter such secured areas, and Tenant shall have no claim against Landlord or its agents, employees or independent contractors on account thereof.

(d) The Tenant shall not construct, maintain, use or operate within the Demised Premises or elsewhere in the Building or on the outside of the Building, any electrical device, wiring or apparatus in connection with a loud speaker system or other sound system unless the Tenant shall have first obtained the prior written consent of the Landlord. Landlord hereby consents to Tenant’s operation of a loudspeaker paging system within the Demised Premises, provided that the operation of such system is not audible outside the Building and does not disturb other tenants.

III. Landlord’s Covenants Landlord covenants and agrees as follows:

III.1. Quiet Enjoyment. The Tenant shall and may peaceably and quietly have quiet possession and enjoyment of the Demised Premises for the Term of this Lease without hindrance on the part of the Landlord, and Landlord shall warrant and defend Tenant in such peaceful and quiet use and possession against the claims of all persons claiming by, through or under Landlord.

III.2. Maintenance. Landlord will keep the roof, foundation, and structure of the Building, all Common Areas, and all base building systems in proper repair, provided, however, if any such repair is required by reason of Tenant’s negligence, or that of any agents, employees, customers, or other person in or about the Building with Tenant’s consent, express or implied,

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Landlord may make such repair and add the cost thereof to the installment of Rent which shall first become due after Landlord shall have delivered to Tenant an invoice stating the amount due therefor. Landlord shall have no obligation to make any repair until Tenant shall have given Landlord written notice of the need for such repair. Except as provided hereinabove, Landlord shall have no obligation to repair, maintain, after, replace or modify the Demised Premises, or any part thereof, or any plumbing, heating, electrical, air conditioning or other mechanical installation therein. In making any repairs, alterations or modifications to the Building or the Demised Premises, Landlord shall take all reasonable measures to minimize inconvenience and annoyance to Tenant and shall require its contractors and subcontractors to do so also. Landlord shall have access to the Demised Premises for the purposes of this Section III.2 in accordance with Section 31.9, above.

III.3. Services. Landlord shall provide and furnish the following services and facilities:

(a) Elevator service twenty-four (24) hours per day, three hundred sixty-five (365) or three hundred sixty-six (366) days per year.

(b) Heat and/or air conditioning twenty-four (24) hours per day, three hundred sixty-five (365) or three hundred sixty-six (366) days per year.

(c) Electric current, hot and cold water, public lavatory facilities and supplies.

(d) Janitorial services, Monday through Friday, excepting holidays provided, however, that Tenant shall have the option to provide its own janitorial service upon prior written notice to Landlord, and that if Tenant exercises such option the cost of janitorial service shall be excluded from the definition of Operating Expenses in Section 3(a)(3) of the Addendum. Provided, however, that the Landlord shall not be liable for failure to furnish or for suspension or delays in furnishing any of such services caused by breakdown, maintenance or repair work, or strike, riot, civil commotion, or any cause or reason whatever beyond the control of the Landlord; provided, however, that in the event the services described in III.3(a) and III.3(b) hereof are suspended for five (5) consecutive days, or longer, through no fault of Tenant, and the Demised Premises are rendered untenantable as a result thereof, then Rent shall be abated, based upon the portion of the Demised Premises so rendered untenantable, whether or not Tenant is using such portion, until such time as the Demised Premises, or portion thereof, is again rendered usable.

(e) Tenant shall be responsible for reasonable charges for those services, described above which are in excess of Building standard operation.

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IV. Notice

IV.1. Formal Notice. Any notice provided, required or permitted to be given by either party to the other under this Lease must be in writing, and may be served (a) by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid, and registered or certified, with return receipt requested; (b) by hand delivery with a receipt therefor; or (c) by recognized overnight Delivery service, such as Federal Express, Purolator or Emery. For purposes of notices, the addresses of the parties shall be as follows:

Each notice required or permitted under this Lease shall be deemed to have been properly given and received on the date of delivery if delivered by hand or by recognized overnight delivery service or on the date a receipt for delivery is executed by the addressee or on the date delivery is refused by the addressee if delivered by recognized overnight delivery service or if mailed first class or certified mail, return receipt requested and postage prepaid to the foregoing addresses. Each party may change its address for notice by giving notice thereof in the manner hereinabove provided. The Addendum attached hereto is incorporated herein by this reference.

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IV.2. Informal Notice. Any informal notice expressly permitted hereunder may be given telephonically or orally and shall be given in the case of ^** to its property manager (presently ^**, ^**, Vice President) and in the case of Tenant to its Vice President, Operations, Eastern Center (presently August Pede), or to such other person of which a party shall give the other party formal notice pursuant to Section IV.1., above.

WITNESS the following signatures and seals: