ADA.

ADA.

Additional Rent.

Additional Rent.

Alterations.

Alterations.

Bank of America Corporate Center.

The sixty (60) story office tower located on the northeastern corner of North Tryon Street and East Trade Street, having an address of 100 North Tryon Street, Charlotte, North Carolina.

Base Building.

The Building as constructed by Landlord pursuant to the Base Building Plans as defined in Section 8.26.

Base Rent.

As defined in Section 2.3.

Block.

The city block located in Charlotte, North Carolina and bounded by North Tryon Street, East Sixth Street, North Church Street and East Seventh Street.

Building.

The office building located at 401 North Tryon Street, Charlotte, North Carolina, as more particularly described in the Memorandum of Sublease attached hereto as Exhibit H.

Building Complex.

Any adjacent property belonging to or under control of Landlord which has been affirmatively integrated into the Building including but not limited to the adjoining parking facility, office space and plaza areas (but not including the adjoining residential condominium or parking areas dedicated exclusively to the residential condominium building).

Certificate of Occupancy.

A certificate of occupancy or a temporary certificate of occupancy issued by the Building Standards Department or other appropriate Governmental Authority of Mecklenburg County, North Carolina.

Commencement Date.

Commencement Date.

Common Areas.

Common Areas shall be located on the Block and shall include the lobby of the Building, outdoor plazas within the Building Complex (including outdoor plazas owned by any other third party but shared in whole or in part, for one or any number of purposes, with the owner of the Building), driveways, loading docks, corridors, communication shafts, building manager's offices, escalators, elevators, elevator shafts and elevator foyers, stairwells, entrances, lobbies, public restrooms, mechanical rooms, water holding areas, janitorial closets, vending rooms, telephone rooms, mail rooms, electrical rooms, elevator mechanical rooms located above the elevator shafts, and other similar areas of the Building provided for Building systems or for the common use or benefit of all tenants primarily or the public generally; provided, however, that the identity and location of such Common Areas is subject to the terms of Section 1.5.

Comparable Space.

Comparable office space of similar floor height, and located in first-class, mid-rise office buildings (including, without limitation, the Building) with similar attendant parking facilities, with consummated leases achieved in the central business district of Uptown Charlotte, North Carolina. Comparable space shall include space with comparable amenities, build-out, floor plan, computer room and available parking and, to the extent Tenant has not already exercised its right to Expansion Space, Comparable Space shall also include available expansion space. For purposes of any provisions in this Lease relating to a Relocation (as defined in Section 8.21) of Tenant, Comparable Space shall be contained within a single building but is not required to be located on contiguous floors within such single building, however Landlord shall attempt to provide space within the same elevator bank or reasonably proximate by stair access.

Contract Rate.

A rate of interest equal to two percent (2%) above the rate of interest announced from time to time as the "prime rate" by Bank of America, N. A. or its successors at its home office in Charlotte, North Carolina or the maximum rate permitted by applicable law, whichever shall be less.

Delivery Date.

As set forth in Section 2.1.1.

Environmental Laws.

Any applicable current or future federal, state, or local law, regulation, ordinance, order, guidance document, policy document, or ruling applicable to health or environmental conditions on, under or about the Building, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Water Pollution Control Act, the Clean Air Act, the Federal Insecticide, Fungicide and Rodenticide Act, and analogous state and local laws.

Expansion Space.

Any additions to the Premises pursuant to the provisions of Exhibit E.

Force Majeure.

As defined in Section 8.1.

Governmental Authority.

The government of the United States of America, the State of North Carolina and any political subdivision thereof, or any local, state or national public authority, agency, department, commission, board, bureau or instrumentality with authority over the Building or the Building Complex. With respect to matters pertaining to insurance, boards of fire underwriters shall be a Governmental Authority to the extent they have power to impose conditions on the issuance of policies or the coverage thereof.

Hazardous Materials.

Poly chlorinated biphenyls, petroleum and any fraction thereof, radioactive materials, urea formaldehyde, asbestos, and any waste, pollutant, contaminate, chemical compound, substance or material defined or regulated as "hazardous" "extremely hazardous" or "toxic" under any Environmental Law or by any federal, state, or local governmental agency or authority.

Holidays.

New Year's Day, Memorial Day (observed), Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day, and such other holidays, not to exceed eight (8) days per Calendar Year, that are recognized by national banks.

HVAC.

As defined in Exhibit F.

Initial Premises.

The premises described in Section 1.1.1 hereof.

Intent Notice.

As defined in Section 4.9.

Landlord.

As defined on Page 1.

Landlord's Architect.

Any reputable architectural firm licensed in the State of North Carolina as shall be selected by Landlord from time to time.

Lease.

As defined on Page 1.

Market Rate.

As defined and determined in Exhibit E.

Master Lease.

A special purpose entity has been formed to own the Building and the entire Building is subject to a lease between Landlord and such special purpose entity, said lease being deemed the "Master Lease" for purposes hereunder.

Master Services Agreement.

That certain agreement of even date herewith between Bank of America Corporation and Exult, Inc., relating to provision of certain payroll and accounting services by Exult, Inc. to Bank of America Corporation.

New Lease.

As defined in Section 8.25.

Normal Business Hours.

As defined in Exhibit F.

Owner.

That entity which owns the Building as of the Commencement Date of this Lease.

Parking Garage.

The parking areas associated with the Building Complex on the Block, including, without limitation, any walkway connecting the Parking Garage to the Building, stairways, elevators and mechanical systems. The Parking Garage and the Building may be owned or managed separately.

Parking Rights and Charges.

If Tenant is granted any rights to parking in the Parking Garage, such rights and all charges to Tenant for same are described in Exhibit G attached hereto and incorporated herein by this reference.

Premises.

That portion of the Building shown or described in Exhibit A and further designated in Section 1.1.1 together with any changes made thereto in accordance with this Lease.

Rent.

The Base Rent payable under Section 2.3 plus all Additional Rent described in Section 2.5, parking charges, if any, described in Exhibit G, and any other sums owed by Tenant to Landlord under this Lease including but not limited to Base Rent which may become payable pursuant to Section 8.27 or Exhibit E.

Rentable Area.

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

Rentable Area in the Building.

The aggregate Rentable Area in the Building irrespective of the designated use of such Rentable Area for office, retail or service related uses. Landlord and Tenant agree that as of the Commencement Date of this Lease, the Rentable Area in the Building is stipulated to be Four Hundred Thirty-Two Thousand Six Hundred Fifty-Nine (432,659) square feet.

Rules and Regulations.

Attached as Exhibit D.

Standard Building Capacity.

As defined in Exhibit F.

Stated Expiration Date.

The date which is ten (10) years following the Commencement Date.

Tenant.

As defined on Page 1.

Tenant Affiliate.

As set forth in Section 4.9.

Tenant's Architect.

Any reputable architectural firm licensed in the State of North Carolina as selected by Tenant.

Term.

As set forth in Section 2.1.2.

Third Party Development.

Any office, retail or condominium development (other than the Building, the Plaza, and the Parking Garage) which may be located from time to time on the Block and which is not owned by Landlord.

Transamerica Square.

The name by which the Building Complex is known on the date of this Lease.

Year, Calendar Year, Lease Year.

A year shall be any period of 365/366 consecutive days. Calendar year shall mean the period from January 1 to December 31. Lease Year shall refer to each year beginning on the Commencement Date.